Chronicles of Spider-Man - Author_Of_Insanity101, Smijes08, WindstarOsprey, Writing_Avenger_2016 - Spider-Man (2024)

Chapter 1: Birth of a Hero

Chapter Text

Our story begins as a yellow school bus roared through Queens, the students looking out and laughing at the sight before them. A hand slapped the window, revealing they were laughing at a boy with brown hair and glasses chasing the bus, to their derision.

"Hey, stop the bus!" he shouted. "C'mon!"

Eventually, one girl couldn't take it anymore. She stood up, shouting over the laughter.

"He's been chasing us since Woodhaven!" she shouted. "Will you stop the bus and let him on already?!"

Finally, the bus stopped, allowing him to get on. The boy panted.

"Thank you," he managed. "So sorry I'm late."

As he made his way down the aisle, one student stuck his foot out. Before he could stop, the boy tripped and fell, face down in the aisle as the occupants laughed like crazy. The girl from before helped him up, giving the tripper a dirty look.

"What?" he said in mock innocence. "Not my fault Puny Parker's a total klutz."

"Grow up, Flash," the girl spat.

She led Peter to the back, sitting down and motioning for him to do the same.

"You alright, Pete?" she asked.

"Yeah…" Peter sighed. "I'm used to it, Peni."

"Doesn't make it right."

As they rode along, Flash turned back to them.

"Why do you even hang out with him, Watanabe?" she asked. "Don't you get that you'd have way more friends if you didn't hang out with that geek?"

"Oh, I get it alright," Peni smirked. "I get how pathetic you are."

Flash scowled. "Excuse me?"

"Well, it's just that when someone talks down to people or torments them, the truth is they're even sadder than the people they insult," Peni began. "So with all the horrible things you always say to Peter, you must be even worse than that. Frankly, all I'm seeing is what a sad excuse for a human being you are. The truth is, it doesn't matter whether Peter's a 'geek' or not. He's still smarter than you, Flash, and a better person than you'll ever be. So if you really need to treat him like crap all the time to feel better about yourself, then all I can feel towards you is pity."

Flash could only sputter for several seconds before turning around, fuming. Peni just smirked as she sat next to Peter.

"Wow…" Peter remarked. "You really got under his skin with that."

"There's other ways to fight besides throwing a punch," Peni remarked. "And this way won't get us in trouble."

Later, the bus arrived outside a massive building with the word "Oscorp" on the front. One by one, the kids got off, Peter and Peni looking up in amazement.

"Here we are," said Peni. "Just in time for the Neogenics demonstration. I know you've been looking forward to it."

"It's pretty remarkable," Peter noted. "Using carefully controlled radiation to manipulate the genetic code. It's revolutionary."

Peni shrugged. "Yeah, I hear Dr. Connors talk about it in the lab all the time."

"I can't wait to meet him," Peter said.

They slowly filed in, the students looking around. Eventually, they were let to the genetics laboratory, seeing a scientist with a missing right arm standing before a large room-sized machine.

"Dr. Connors?" Peni piped up.

Dr. Connors turned and smiled. "Ah, Peni. Welcome."

Peni tapped Peter's shoulder. "This is the friend I told you about. Peter Parker."

"It's a huge honor to meet you," Peter admitted.

They shook hands before Peter's attention was caught by the device.

"I see you've noticed the Neogenic Recombinator." Dr. Connors noted.

"Is it true what they say?" Peter asked. "You can harness radioactivity for genetic experiments with this device?"

Dr. Connors nodded. "Neogenics is the scientific discovery of the century. Just think of the potential. We could improve the human condition, eliminate birth defects. Create a world without weakness, without pain and suffering."

"Sounds incredible," Peter remarked.

"Oh I have no doubt it will be," Dr. Connors agreed.

"Yeah, he's been dying to see the Recombinator," Peni told the doctor. "To be honest, he hasn't shut up about the demonstration all week."

"Can you blame me?" Peter defended.

"Not entirely," Peni confessed.

-X-

Later, when the other students had gathered in the room, they stood a safe distance away as Connors booted up the Neogenic Recombinator. Unbeknownst to him, a small spider crawled along the ceiling, slowly lowering down into the path of the Recombinator's rays. The students all watched. Peter was utterly entranced, failing to notice as the irradiated spider skittered along and lowered itself onto his right hand. Without warning, he let out a pained shout before looking to see the spider on his hand. Surprised, he swatted the spider away, catching Peni's attention.

"You okay?" she asked.

"Yeah…" Peter said. "I'm fine."

The day progressed, the students looking over various equipment and their functions. Peter, however, was repeatedly distracted by a burning pain in his hand and dizzy spells. Eventually, he stumbled out the door, Peni steadying him.

"C'mon, I'll walk you home," she decided. "You aunt May should know what to do."

The two walked along, Peter getting ahead of her and walking out into the street. He removed his glasses, rubbing his eyes... and that's when they heard a truck horn.

"PETER!" Peni screamed.

Peter looked up and saw a truck barreling towards him. Instinctively, he leapt out of the way. He ended up landing on the side of a building, much to his and Peni's shock. Peni looked up at the wall, gaping.

"Holy crap…" she managed.

It was then that Peter realized where he was. He was ten feet up, sticking to the wall with his hands and feet.

"What…" he let out. "What the hell?!"

"Peter… how'd you get up there?" Peni asked.

"I… I don't know."

Peter detached, looking at his hands. He racked his brain before perking.

That spider…" he realized. "It must've been exposed to the Recombinator before it bit me. That's the only explanation."

"And when it bit you... it managed to pass on some of its characteristics." Peni deduced.

After a moment, they exchanged looks, Peter grinning like an idiot.

-X-

At an abandoned construction site, Peter leapt from girder to girder as Peni watched.

"This is beyond awesome!" he cheered as he went.

"This is completely insane," Peni noted. "You have the agility and reflexes of a jumping spider."

"And I'm betting the strength too."

Peter leapt down, lifting a bulldozer.

"That's a yes." Peni remarked.

"This is incredible," Peter said, setting the bulldozer down. He turned to Peni, seeing her staring at him. "What?"

"You realize this whole time, you haven't been wearing your glasses."

"Huh?" Peter felt his face, realizing she was right. "Guess I don't need 'em anymore. Who knew spiders had such improved vision?"

Peni nodded before looking up and seeing the sun was setting.

"Whoa, it's getting late."

"I better get home," Peter said. "We'll talk more about this tomorrow."

"We better," Peni agreed. "Keep me posted if anything changes."

Later, Peter ran down a suburban street, reaching his house. He entered, shutting the door behind him.

"Sorry I'm late," he said. "I was at the library with Peni and lost track of time."

"Just make sure you call the next time you study so late," his uncle Ben told him.

"I will," Peter nodded. "Promise."

The next day, Peter and Peni met up after school.

"How are you feeling?" Peni asked.

"Great, to be honest."

"Any new spider-themed powers? Six arms? Extra eyes? Pooping webbing?"

"No, no, and… ew." Peter winced before perking. "But that's not a bad idea. A spider's nothing without a web."

Peni blinked. "Say what?"

"Hey, if I have spider powers, I might as well have the full set," Peter pointed out. "Though instead of out the butt, I was thinking something like this."

Peter fished into his backpack and pulled out a notebook with a sketch of a wrist mounted device.

"Hang on Pete," Peni insisted. "Just what are you thinking? I mean, you don't even know the full extent of what you can do, and you're already adding to your arsenal? You might wanna dial it back a bit."

"I guess you're right..." Peter agreed. "I need a way to test what I can do before I add anything else."

As they headed home, the wind blew a newspaper into his face. He pulled it off, looking at it before smiling. "And I think I found that test."

He showed Peni the paper, pointing at an ad in the corner. The ad read, "$100 to the man who can last three minutes against Crusher Hogan".

"Pro wrestling?" Peni deadpanned. "Seriously?"

"I'll admit it's not the most intellectually stimulating," Peter confessed.

"Yeah, if Crusher doesn't break your back."

"Key word, if,"

"Look, even if I thought it was a good idea, do you honestly think they'll let a fifteen year old kid into a professional wrestling match?"

Peter smirked. "Way ahead of you, Peni."

Peni sighed. "I can't talk you out of this, can I?"

"Nope,"

"Alright, fine," Peni gave in. "Just... promise me you won't let anyone see your face. If people found out about you and your powers, they might mistake you for a mutant and cart you off."

"Don't worry. No one will know who I am."

A few days later, Peni sat down, changing the channel to WWE after a text from Peter. Crusher Hogan was in the ring, standing triumphant as the announcer walked backwards up the ramp to where somebody was standing behind the curtain.

"Will the next victim please enter the arena at this time! If he can withstand just three minutes in the cage with Crusher Hogan, the sum of a hundred dollars will be paid to…"

He got off his microphone, speaking to whoever was behind the curtain. He seemed annoyed for a minute before getting back on the microphone.

"The sum of a hundred dollars will be paid to... the terrifying... the deadly... the amazing Human Spider!"

The curtain pulled open to reveal a figure dressed in a costume that was seemingly put together at the last minute, consisting of a red balaclava, red shirt with a black spider spray-painted on the front and back, blue pants and red shoes along with red and white gloves. The audience booed and jeered, while Peni's jaw hit the floor.

"Unbelievable…" she muttered.

The Human Spider made his way towards the ring, climbing in with Crusher. All the while, he was booed and even pelted with popcorn. Peni facepalmed, falling back in her chair.

"Oh my God, Peter…"

Peter slowly walked in, clenching his fists to calm himself.

"Walk it off…" he said. "You've dealt with so much worse."

Just then, four sets of steel bars dropped down along the arena. They all formed a cage around the arena, much to the Human Spider's surprise. As they were chained shut, Peter ran forward.

"There's gotta be some mistake! I didn't sign up for a cage match!" he objected. "Hey! Unlock the thing! Take the chain off!"

"Hey freakshow!" Crusher shouted. "You're going nowhere! I got you for three minutes! Three minutes of playtime!"

Peter slowly turned, gulping nervously.

"Don't worry," Crusher assured tauntingly, "I'll try to make it as painless as possible."

Crusher ran right at the Human Spider, causing him to leap up onto the cage wall.

"Hey!" he objected. "Get down from there!"

"I'm thinking... No," Peter said simply. "Cute outfit, by the way. Did your husband give it to you?"

Crusher tried leaping up to him, but the Human Spider leapt down before he could. He dodged for a bit, but eventually Crusher got him with a folding chair, beating him to the ground. As the audience cheered, Peter was bodily lifted up and slammed against the bars repeatedly.

"Tap out, bug boy!" he ordered.

"If you... wanna quit... just say so," Peter wheezed.

He was slammed to the ground. Crusher lifted the chair again, but Peter lashed out repeatedly, kicking him in the face and gut. As Crusher ran forward, the Human Spider caught him with both feet and flipped him into the bars, knocking him out cold.

"One! Two! Three!" the ref counted. "Winner!"

It was clear by the look on his face that Peter was smiling under his mask as the audience cheered.

-X-

Later, Peter was walking off with his winnings when a man ran up to him.

"Can I help you?" he asked.

"Actually, yes," the man replied. "I'm a TV producer. I saw you whup Crusher Hogan's ass, and with that act of yours, I can make you a fortune."

That got Peter's attention. "I'm listening."

The agent handed him a card.

"You'll be a smash onIt's Amazing. And keep the mask angle. It's good showmanship."

"Uh… will do."

The agent walked off, with Peter looking at the card in contemplation.

The next day, he explained what happened to Peni.

"So, let me get this straight," Peni began. "A TV producer was at your cage match, took interest, and offered to get you a gig onIt's Amazing?"

"Pretty much," Peter confirmed. "How cool is that, right?"

"What're you going to do?"

"I'm thinking of going for it. With that kinda money, Aunt May, Uncle Ben, and I would be set for life. Though if I'm gonna be on camera, I think I'm gonna need a better costume."

"You think?" Peni deadpanned. "You look like a very colorful robber."

"Hey, what do I look like? Tony Stark? It was the best I could work with at the time."

"Okay, fair point," Peni conceded. "But I'm sure we can cook something up."

-X-

The two got to work on improving the costume. Peni even began tinkering with the web shooter idea Peter had. Peter worked on the mask, installing motors that would open and close the eyes. Their first test was of the web-shooters. Peni showed him the completed design, wrist-mounted devices with palm switches.

"Here you go," she said. "Your dad's biocable formula finally pays off."

"Wait, seriously?" Peter asked. "You got it to work?"

"Yep," Peni confirmed. "It was as if it was made for this."

"Heh," Peter chuckled. "Makes me wish I got bit by that spider sooner."

Peter slid them on, looking them over.

"I refined your plan for it a bit, so you don't shoot webs whenever you make a fist or grab something," Peni explained. "Double-tap the trigger with your middle and third fingers to activate it."

Peter did so, shooting a stream of webbing at a nearby soda can. He whipped on it, yanking it towards him.

"Nice," he mused.

Eventually, Peter stood before the mirror in his newly updated suit, this one consisting of a skintight one-piece. It was mostly blue with red gloves, boots, mid-section, and mask, a web-pattern covering the red portions of the suit starting at the mask. The suit also has a black spider in the center of the chest and a larger red spider on the back, both of different designs. He slid on the mask, seeing the lenses react the same as his own eyes.

"Did you really have to go to the trouble of making the mask blink?" Peni asked.

"Sort of," Peter admitted. "When I got my powers, it was like my senses were dialed up to eleven. The reason Crusher was able to get the better of me was because I had so much data coming in at once. It was a lot to process. With these lenses, it'll help me focus it more."

Peni nodded. "Makes sense."

Later, Peni watched as Peter prepared to test out his web-shooters, the two standing atop a building. He took careful aim at a crane across the street, firing a web and connecting to it. With that, he stood atop the ledge, looking down before gulping.

"Tally-ho," he let out meekly.

He stepped off the ledge, screaming in fear and exhilaration as he swung across the street. He gasped as he realized he was on a collision course with a building.

"...Oh no," Peni managed.

Peter tried to stop himself on the ground, but it was no use. He collided with the billboard, sliding down. Peni immediately ran over.

"Are you okay?!" she demanded.

"Yeah… I'm fine," Peter picked himself up. "Okay, so I need to work on my steering."

"That's an understatement," Peni noted. I'm pretty sure you left a human-spider shaped dent in this wall."

"Good thing New Yorkers never look up, huh?" Peter remarked. "Well, I'm all set. Time to call that agent."

As they headed home, Peni turned to him.

"Peter, I've been thinking," she admitted. "You have these powers. You could do so much more with them than wrestling matches and TV appearances."

"Like what?" Peter questioned. "Be a superhero, like the Fantastic Four?"

"It's an option. Fight crime, protect the innocent, work for world peace."

"Peni, I'm not a hero," Peter told her. "I'm a science nerd who just wants to provide for his family. Uncle Ben and Aunt May try to hide it, but I know money's tight. With Human Spider, with this TV deal, I could help out with bills and expenses."

"Okay, you have a point there," Peni conceded. "But… I just gotta say this. Human Spider? Really? That's the best name you could come up with?"

"I'm sure the TV guys will come up with something better," Peter replied. "Unless you got something better."

"Quite a few, actually. Kid Arachnid. Spider-Boy. Spider-Man."

"Spider-Man…" Peter nodded. "Hey, I like that. It's catchy. Now why didn't I think of that?"

"Search me," Peni shrugged. "Just keep what I said in mind. Helping your aunt and uncle is good and all, but you could still be something more."

At dinner that night, Peter found himself thinking of Peni's words.

"Everything alright, Peter," Ben asked. "You've barely touched your food."

"Yeah, I'm fine," Peter nodded. "Just... something Peni and I were talking about earlier. We were debating what it'd be like to have superpowers, like the Fantastic Four or be a mutant."

He looked up. "Uncle Ben... what would you do if you had powers like that? Something no one else could do."

"Hmmm… hard to say, honestly," Ben admitted. "I'd like to think I'd do something noble with them. Help people to the best of my ability. Your father used to be much the same."

That got Peter's attention.

"He had a philosophy that he held to pretty strongly. And it's one that served him very, very well. He believed that if there were things in this world that you had to offer, things that you did well, better than anyone else, things that you could do that helped people feel better about themselves... Well, he believed that it wasn't just a good idea to do those things. He believed it was your responsibility to do those things. As he put it: With great power... comes great responsibility."

"Oh," Peter nodded. "I see."

His phone began to buzz and he looked down, seeing that his alarm was going off. It was reminding him of his meeting with the network.

"Oh shoot…" he let out. "Uh, Uncle Ben, can I get a ride?"

"What is it?

"I... uh... promised Peni I'd meet her at the library

"Oh, sure. No problem.

One week later, Peter appeared onIt's Amazingas he intended. He wowed the crowd by putting out a candle with his web-shooters, sticking to walls, and swinging on a webline over the crowd. As they cheered and applauded, Peter was high off of fame and success; even if he was wearing a mask, he felt he was showing off to all those who looked down on and pushed him around in high school. As his segment ended, people cheered and Peter headed out, collecting his paycheck.

"Stop!" Someone shouted. "Thief!"

Peter turned to see a man running for all he was worth from a security guard. The man ran past him, Peter standing and watching as he pressed the elevator button and ducked inside. The guard caught up, scowling as he turned on Peter

"What the hell is wrong with you?! All you had to do was trip him, or hold him for a minute!" "Sorry, pal," Peter shrugged. "That's your job, not mine."

He headed out as the guard fumed. Peni was waiting for him outside, and they headed back to his house as Petter explained what happened.

"You seriously let that thug run right past you and did nothing?!" she exclaimed.

"What's the big deal?" he asked. "The cops probably got him later."

"That's not the point, Peter! You could've done something!"

"Your Aunt Yuri's rubbing off on you, I see." Peter sighed, shaking his head. "Look, Peni. I'm not a cop. It wasn't my problem. I've been pushed around my whole life by everyone, and I finally have a name for myself. From here on out, I'm looking out for number one- me."

"You know what? Fine." Peni threw her hands in the air in exasperation. "You wanna look out for yourself? Go right ahead. But keep this in mind: those who tend to look out only for themselves are usually the ones who pay the biggest."

"Where'd you get that, a fortune cookie?" Peter deadpanned.

Before Peni could retort, they stopped short at the sight of a police car in front of the Parker house, Peni's aunt talking to a hysterical May.

"Hey… that's my aunt," Peni realized. "But what's she doing here?"

Peter immediately ran up to May.

"Aunt May, what's wrong?" he questioned.

"Oh, Peter…" May wiped her eyes. "It's Ben."

Peter's heart stopped at that, as Peni talked to her aunt.

"Aunt Yuri, what's going on?!" she demanded.

"There's... no easy way to say this," Yuri admitted. "Peter's uncle was murdered not too long ago."

Peni gasped at that, while Peter spun around to face her.

"What?! Uncle Ben is dead?! It can't be!" he grabbed Yuri by the sleeve. "Who did it?!"

"Dennis Carradine," Yuri answered. "A gang member we've been after for a while. He broke into the house, and Ben surprised him."

Just then, a call came in on Yuri's radio.

"All units! Dennis Carradine's car has been spotted in the warehouse district!"

Peter scowled in rage and sorrow before hurrying off. Peni hurried after him, stopping him in a nearby alley just as he was about to strip down into the Spider-Man costume.

"Pete, wait!" she shouted. "What're you-?!"

"What do you think I'm doing?" Peter snapped as he changed. "I don't know why Carradine came to my house or what he wanted, but I get first crack at him. The NYPD can have whatever's left of him when I'm done."

"Peter, just calm down for a second!" Peni pleaded. "Don't do something you're gonna regret!"

Spider-Man donned his mask, shooting a webline before taking off.

"Peter!" Peni cried as he took off. "PETER!"

Down at the warehouse, Carradine carefully looked out a window to see several police cars outside.

"You are completely surrounded! There's no use trying to run!

Carradine ducked back, gun in hand.

"All I gotta do is hold them off until the moon goes down," he muttered. "Then I can slip away in the dark."

"You're not getting away, murderer!"

Carradine spun around, seeing Spider-Man clinging to the wall above. He immediately opened fire, but Spider-Man ran around it, getting up close before grabbing him by the wrist and throwing him across the room. As the gun hit the ground, he webbed it, yanking it out of reach before sticking it to the wall.

"W-what do you want from me?!" he demanded.

"You took a good man's life tonight," Spider-Man hissed. "A man with a loving wife and family. And for what?! A few lousy dollars?!"

He advanced on him threateningly. Carradine tried running the other way, but Spider-Man shot a web at his back, whipping him towards a wall.

"You're not getting away this time!" he swore.

"Don't hurt me," Carradine pleaded, holding his hands out in a warding-off gesture. "Just give me a chance! JUST GIVE ME A CHANCE!"

That really set Spider-Man off

"What about Ben Parker?!" he shouted. "Did you givehima chance?! Did you?!"

He grabbed him by the lapels, slamming him into the window. "ANSWER ME!"

Peter's rage turned to shock and horror as the moonlight illuminated Carradine's features, allowing him to clearly see his face. It was the crook that ran past him at the studio. the one Peter didn't stop when he had the chance.

"No…" he let out. "It can't be… Not you!"

Peni's words suddenly echoed in his mind:

"You wanna look out for yourself? Go right ahead. But keep this in mind: those who tend to look out only for themselves are usually the ones who pay the biggest."

He dropped him, stumbling back. Carradine backed away, but went back a step too far, tripping and falling out the window. On instinct, Spider-Man darted forward, grabbing his arm.

"You're not getting off that easy," he said.

"I'll do whatever you want!" Carradine begged. "Turn myself in, anything! Just don't kill me!"

"I'm half-tempted to," Spider-Man admitted. "Let you suffer the same fate you saw fit to inflict on Ben Parker."

He spun him around, sticking a web to his back. "But it's not what he'd want."

He solemnly lowered Carradine to the ground, in view of the police, before fleeing the scene.

The next morning, Peni went to the Parker house, finding May listlessly sitting on the couch, tears sliding down her face. The older woman turned to look at her, wiping her eyes.

"Mrs. Parker…" she began, "I can't begin to tell you how sorry I am."

"Thank you, dear," May replied, giving a soft smile. "Peter's up in his room."

Peni went up there, softly knocking on the door.

"Peter?" she said. "It's me. Can I come in?"

"Yeah. Come on in."

She entered, seeing Peter sitting on the bed, dried tears on his face and a look of absolute guilt. He wiped his face, sighing.

"Peter?" she questioned.

"Peni... Carradine…" Peter drew a shuddering breath. "He was the same crook I let slip by me at the TV studio."

Peni gasped. "Oh, Peter…"

She sat down next to him, placing a gentle hand on his shoulder.

"It's all my fault…" Peter lamented. "If I'd just stopped him at the studio when I had the chance, Uncle Ben would still be alive."

"You couldn't have known," Peni insisted.

"It doesn't matter," Peter replied. "I should have done something."

He stood up, looking out the window. "You were right, Peni. You were right all along."

"I know I got on you for that, but you made a mistake," Peni told him gently.

"Yeah... but I won't make it again," Peter swore, looking over his costume and web-shooters in the closet. "I won't let something like this happen to anyone else. With great power... comes great responsibility."

A few days later…

Two muggers were running through the streets before ducking into an alley. Just as they were counting their haul, a figure appeared behind them. It took them a few minutes, but they turned to see Spider-Man there, the lenses on his mask narrowed.

"Evening, gentlemen," he greeted. "I see you have a few things that don't belong to you."

"Ain't you that Spider-Guy on It's Amazing?" one mugger scoffed. "What're you gonna do, pull off those wire stunts?"

"Is that really what you think those were?"

He began to approach. The mugger immediately drew his gun, shooting at him, only to gape as Spider-Man jumped out of the way, clinging to the wall above.

"Holy sh*t!" the second mugger screamed in horror. "It's real!"

"And so is this."

He shot two webs, pinning them to the wall.

"D-don't kill us, man!" the mugger pleaded.

"I'm not gonna kill you," Spider-Man assured. "I want you to do me a favor. I want you to tell all your friends about me."

"W-what the hell are you?!"

"Not what. Who," Spider-Man got in his face. "I'm Spider-Man."

-X-

Some time later, police cars came along to find the muggers hanging from a street lamp with webbing. Yuri approached one of them, confused, seeing a note pinned to one of them. She took it off, unfolding it to reveal a simple message:

"Courtesy of your Friendly Neighborhood Spider-Man."

Chapter 2: Night of the Lizard, Part 1

Chapter by Author_Of_Insanity101, Smijes08, WindstarOsprey

Chapter Text

It was the dead of night in New York City. Two men, one in a gray hoodie and one in a green striped shirt were running across the roof of a building, each carrying a sack of stolen goods.

"Just one more jump to the next roof, and it's a million dollar payday, Alex," one of them boasted.

As the other began to jump, he was suddenly snared by a webline and yanked back, a red light shining on them.

"Aw no, not again!" the first crook griped.

"Yep, again."

They turned to see Spider-Man standing there, the light shining from his belt.

"What is this, Marko? The third time this month?" he asked. "Aren't you sick of this yet?"

"Just wait till I get my hands on ya!" his partner ranted, webbed to the wall. "You skinny little creep!"

Spider-Man then leapt down next to Marko, who tried swinging his sack at him. Spidey easily ducked under it.

"So what do you think of my Spider-Signal?" he asked. "Too much? First night trying it out and I just don't know if it screams 'friendly neighborhood Spider-Man'."

Spider-Man then webbed Alex's sack and yanked it at Marko, knocking him to the ground, allowing Spider-Man to web him up.

"I mean, as a guy who has a lot of experience getting his ass kicked by yours truly, I really value your opinion."

"I think the next time I see you, I'm gonna-"

Spidey promptly webbed his mouth shut.

The next morning…

Peni was looking over a newspaper, the headlines screaming "Who is Spider-Man?" Yuri had come over for breakfast, scoffing at the paper in her niece's hands.

"Who is Spider-Man?" she asked. "A criminal, that's who. A vigilante."

"What's the big deal, Aunt Yuri?" Peni questioned. "You wouldn't be griping about a superhero busting crooks for you if it was the Fantastic Four, would you?"

"The Fantastic Four are public figures who work with the authorities. This Spider-Man wears a mask like some kind of outlaw."

"He's doing good either way. He stands for the same thing you do: protecting innocent people."

Yuri tapped her badge. "I stand for law and order, Peni.That'swhat I stand for. Captain Stacy is being way too lenient on that guy."

Peni sighed in resignation. "Well, Auntie... I guess we'll just have to agree to disagree."

With that, she got up from the table and walked away.

After her confrontation with her aunt, Peni took a cab to Oscorp. She paid her fee before heading for Dr. Connors' lab. The doctor was looking over a sample in a microscope when he heard her lightly knocking on the door.

"Dr. Connors?"

Connors turned to face her. "Ah, Peni. What can I do for you?"

"I was wondering if you had some time to spare. I need to talk to you."

"Sure," Connors pulled up a chair. "What do you need?"

"Well, your work with genetic splicing is beyond revolutionary. I was wondering if you'd be willing to answer some... hypotheticals for me."

"I'm listening."

"I was just wondering if, hypothetically, there would be the possibility of a person, again hypothetically, getting spliced with... An animal?" she asked. "Or potentially an insect?"

"Or, say… a spider?" Connors offered.

Peni was instantly nervous and began sputtering to defend herself.

"I didn't say spider," she insisted. "What would make you think of spiders? I never said anything about any spiders!"

"Peni, you're here about Spider-Man, aren't you?"

Peni tried to come up with an excuse or defense, before slumping with a sigh. "It's that obvious, huh?"

"At first, I assumed he was a mutant," Connors admitted. "But from your earlier floundering, I take it he's the result of my Neogenic Recombinator. And I can further infer you know him personally. Your friend Peter, perhaps?"

Realizing there was no way to avoid it, Peni gave in.

"Yeah…" she nodded. "It all started during the demonstration of the Recombinator. A spider got caught in the beam just as you powered it on, and it bit Peter."

"Extraordinary..." Connors mused. "Then it works. It actually works. I don't suppose you have the specimen?"

"The spider? No. Peter swatted it off after the bite. For all we know, it got stepped on." Peni shook her head to clear it. "Look, the reason I came here is because I wanna make sure there won't be any adverse side effects. Like, for example, Peter turning into a giant spider monster and going on a rampage."

"Of course," Connors nodded. "I'd be more than happy to help. Do you think you could ask Peter to come in so I can run some tests?"

"I'll see what I can do," Peni said simply.

Connors stood up. "This could actually help me with my own research."

He led Peni into his lab, displaying such things as notes on reptiles, as well as two lab mice with three legs.

"You've got a thing for lizards, huh?" she asked.

"Well, it's more than that. Peni... did I ever tell you how I lost my arm?"

Peni shook his head. "I don't think so."

"It all started when I enlisted in the military. I was a field medic, performing emergency surgery on wounded GIs," he sighed. "It all went down hill when I got caught in an explosion. My arm was badly damaged, and had to be amputated."

"Whoa…" Peni winced.

"After I was sent home, I worked with Richard Parker and my war buddy Ted Sallis, trying to uncover the secrets of reptilian regeneration," Connors went on. "But Richard passed away, and Ted left soon after, joining a team trying to recreate the Super Soldier Serum."

"The same formula that made Captain America?" Peni questioned.

Connors nodded. "The very same."

Peni perked, the other part of Connors' words sinking in. "Hang on... you knew Peter's dad?"

"Indeed I did," Connors confirmed. "We were good friends. It pained me the day he perished." He sighed. "Well, back to the story. I continued my research solo after that... but it wasn't until the discovery of Neogenics that I felt I could actually pull it off."

Peni looked over the notes and research, realization hitting her.

"So that's what this is all about," she let out. "You want to use the Recombinator and lizard DNA to try to regrow your arm."

"Just imagine what could be done with such a discovery," Connors went on. "There would be no more suffering, no more pain. Peter is living, breathing proof that it could work."

"It certainly sounds good," Peni admitted.

"Just ask Peter to meet with me,"

Peni nodded. "Alright. I'll do that much."

Later, at the Parker house, Peni told Peter of her meeting with Connors

"You told Dr. Connors that I'm Spider-Man?!" Peter let out.

"No," Peni replied. "He figured it out himself."

"Seriously?"

"Well, he didn't get a job at Oscorp's science division by being a dumbass, Pete."

"Fair enough."

"He wants to talk to you," Peni went on. "Both of us want to make sure that spider bite won't have any nasty side effects."

Peter nodded. "Alright, that sounds fair."

"And don't worry. He can be trusted to keep a secret."

"Okay," Peter nodded. "Then let's do this."

The next day, Peter and Peni met with Connors.

"Thank you for agreeing to meet with me, Peter," Connors told him.

"No prob," Peter assured. "So... what do you wanna know?"

"Well, I was thinking we could start with a blood sample. If you don't mind."

Peter hesitated before nodding, holding out his arm. Connors drew some blood, putting it under a microscope before looking it over.

"Incredible…" he said. "Perfect spider cell/human hybrid DNA sequencing."

"So I'm not gonna grow extra arms or anything?" Peter asked.

"No, it doesn't appear as such. It's stable."

Peni and Peter sighed in relief. After that, Peter decided to change the subject.

"So… Peni said you were friends with my dad."

"I was," Connors confirmed. "Those web-shooters you use; the webbing is Richard's biocable formula, correct?"

"Yeah, it is," Peter nodded. "One of the few things I had left of him."

"I'm sorry. He was a good man," Connors smiled. "He was quite a boon to my own research."

"Really?"

"Indeed. And from what I've seen, you're a chip off the old block."

Peter beamed at that.

"Speaking of which, Peni told me about your latest project. We'd be happy to take a look at it."

Then let's not waste anymore time."

The three examined Connors' basic plans, along with blood samples he had taken from reptiles.

"The basic idea is a serum capable of regeneration, derived from reptilian DNA," Connors explained to the duo. "If it works out, we could use it to help people grow a new pair of legs, or arms. Perhaps even new eyes, or a new heart. The secret lies in the power of the Neogenic Recombinator."

"Sounds pretty out there, Doc," Peter remarked.

"I won't deny that. But I'm close to a breakthrough."

"Well, let's see what we can do." Peni decided.

The day wore on for a bit. The trio mixed up different chemicals and solutions into the lizard blood samples, soon creating a green concoction, which Connors proceeded to give a dose of radiation from the Recombinator. With that, he pulled out a hypodermic needle, filling it up before heading for the mouse cages.

"This here is Freddy, our three legged mouse," he explained. "If this works, he should be whole once more."

Peter pulled the mouse out of the cage, holding him as Connors gently poked the needle into the spot where his left front leg used to be.

"And now…" Connors injected the contents, removing the needle. "We wait."

They watched and waited. Within the hour, Freddy's leg grew back, as if it was never missing. Peni gasped, hands going to her face.

"It's a miracle!" she exclaimed.

"This is just the beginning," Connors insisted. "A few more tests, and we can change the world."

"Happy to be of service, Doc," Peter assured.

With that, the two took their leave. Once he was sure they were gone, Connors pulled out another needle, filling it up.

"All that remains is human trials. And what better subject to test it out on than myself?"

Connors filled the syringe with the serum and, after a moment's hesitation, injected it into his stump. The minute it was over, he began breathing heavily, slumping back in his chair and shuddering before passing out…

As dawn rose, Connors came back to, slumped at his desk. He rubbed his eyes, looking around and beginning to get up, only for something to block his stump. Bewildered, he turned, raising the stump to reveal a limb covered in dead reptilian flesh and scales. Wasting no time as he set it on the table, he began peeling off the scaly skin, revealing a fully regenerated right arm. While the sight of it was far from pretty, with translucent skin, visible veins, and no fingernails, a grin spread out on his face as he flexed his new fingers, moving the arm about. After bumping it against his desk lamp, burning it, he recoiled before beginning to chuckle.

"It works…" he laughed. "It works!"

All of a sudden, Connors keeled over in pain. He winced, clutching his stomach for a few minutes until the pain passed.

"Must be a side effect," he mused. "It's still settling in."

He honestly wondered if he believed himself, but nonetheless, he headed out of the lab, eager to show his family the fruits of his labor. However, he didn't get far before being hit with another wave of pain. His right arm began to tremble and convulse, and as he looked at it, he saw scales forming on the palm.

"No…" he managed as fingernails sprouted, forming into claws. "I've made a terrible mistake!"

Hiding his mutating hand in his coat, he quickly ducked into a storm drain…

That afternoon, Peter and Peni were headed for the library when they saw a man frantically talking to a police officer up ahead. Exchanging looks, they nodded, getting close enough to hear without being noticed.

"I'm telling you, there's something down there in the sewers!" he insisted. "Some freaky mutant monster attacked me! Damn near bit my head off!"

"Monsters?" Peter muttered. "In the sewer?"

"Be honest, sir," the cop began. "How many drinks have you had?"

"I barely have a buzz on! And is it really that hard to believe there's a monster in the sewers with that Spider-Man swinging around?"

"He has a point," Peter mused. "Maybe Spider-Man should look into this."

"Be careful, Pete," Peni warned. "God knows what's down there."

Spider-Man wasted no time, slipping down a manhole in an alleyway and cringing at the smell.

"I love the stink of sewer in the morning…" he grumbled.

He fired several web lines down the tunnels, creating a large sound web. "Now to wait out this sewer monster."

He landed in the midst of the web, kicking back and waiting. After a few minutes, he sighed.

"...This is gonna take a while."

Around that same time, Peni was with Yuri, who was lighting up a cigarette.

"The station's been swamped with calls about some kinda monster in the sewers," she remarked, taking a puff. "We're not sure what to make of it."

"You think there might be something down there?" Peni asked.

"Possibly. Or maybe it's some kind of prank. Who knows?"

"Maybe. George is thinking of sending a team down to investigate."

"Aunt Yuri, if there is an actual monster, maybe you should just leave it to Spider-Man." Peni suggested.

Yuri gave her a look.

"I know what you're thinking, that you don't like him. But I've seen videos of him on YouTube, and heard people discussing him. I think most people would say that he's providing a public service."

"Most people would be wrong."

"Why not? He catches bad guys just like you."

"Let me illuminate you, Peni. The car thief he attacked last week? If we wanted him off the streets, he'd already be off the streets."

"Then why wasn't he?"

"Because he was leading us to the people who run the entire operation. Spider-Man ruined a six-month long sting. It's called 'strategy'. I'm sure you're aware of the term 'strategy'?"

Peni sighed. "Okay. Obviously, he didn't have a plan."

Yuri raised an eyebrow. "You seem to know an awful lot about him. You know something we don't know? I mean, whose side are you on here?"

Peni held up her hands defensively. "I'm not on anyone's side! I saw a video on YouTube-"

"Oh, you saw a video on YouTube," Yuri deadpanned. "Well, then the case is closed."

"I'm just saying it looks like he's trying to be a hero," Peni defended. "That he's trying to help, do something the police can't."

"Something the police can't?" Yuri grinded out her cigarette, turning to Peni. "Just what do you think we do all day, Peni? Sit around eating donuts with our thumbs planted firmly up our asses?"

"I never said that," Peni insisted. "It's just, Spider-Man can do things the police can't. Think about it this way, Aunt Yuri. Yeah, you and the NYPD are equipped to deal with thugs and mobsters. But say someone with actual superpowers comes to town. A supervillain like Magneto or Dr. Doom. Would you be able to handle them?"

That actually gave Yuri pause.

"And if you're worried about strategy, maybe you and Spider-Man can work together," Peni went on. "I mean, if the Fantastic Four can be called in at a moment's notice, why not him?"

Yuri thought it over for a minute.

"Alright. I won't deny you have a point. But it's Captain Stacy's decision in the end, not mine."

Meanwhile, Spider-Man was laid out in his sound web, bored out of his mind.

"Man, if I knew if it was gonna take this long, I would've brought a book or something," he muttered.

Suddenly, he felt a tug on one of the webs. He perked, feeling a bizarre tingle as the hairs on his arms stood on end.

"Spider-sense…" he realized. "Looks like I'm about to see the monster."

Spidey took a stance, ready for whatever was going to come next. He heard monstrous growls and hissing that came ever closer. After a moment of silence, a massive creature barreled forward. Spider-Man narrowly managed to avoid the attack, hopping onto the ceiling. As the beast turned around, it enabled him to get a good look at the beast: a hulking lizard man standing at at least six and a half feet tall, wearing a tattered lab coat and jeans.

"Holy sh*t!" he exclaimed. "You're for real!"

Spider-Man leapt at him, punching him across the face. The Lizard's head rocked back, and Peter immediately recoiled, shaking out his hand in pain.

"Okay, ow!" he yelped. "What's your head made of?"

The Lizard swatted Spidey with his tail in response. They grappled for a bit, the Lizard pinning him to the web.

"What…" Spider-Man wheezed, "what the hell are you?"

The Lizard hissed, getting in his face, before saying two words:

"The future."

At that moment, the web snapped completely, sending both Spider-Man and the Lizard into the drainage area of the sewer. They grappled as they plunged into the water, Spidey's entire body warning him of the danger he was in. As the two tussled, Spider-Man kicked the Lizard in the face and tried to swim away. The Lizard gave chase, Peter managing to give him the slip down a pipe that was too small for the creature to fit into. As soon as he got in, he was swept through the pipe, eventually being spat out into a drainage junction. Coughing and gasping for air, he pulled himself onto dry land before collapsing onto his back.

"Oh, thatsucked…" he managed.

As he sat up, he saw something got snagged on his hand. He held it up to see it was a nametag. He looked it over, his lenses widening at the sight of Dr. Connors' name and picture...

Chapter 3: Night of the Lizard, Part 2

Chapter by Author_Of_Insanity101, Smijes08, WindstarOsprey

Chapter Text

In her room, Peni was on her bed reading when she heard a knock on the window. She turned, seeing Peter in full Spider-Man costume outside. She got up, locking the door before opening the window to let him in. As soon as he was inside, she sniffed the air, wincing.

"Dude, you smell like crap," she told him.

"Still?" Peter sighed. "I took a thirty-minute shower before I came here."

"Sorry. You might need to burn that costume."

Spider-Man shook his head. "Not important right now. Peni, I saw the sewer monster."

"So it is real," Peni remarked.

"And that's not all. I snagged this off him before I got away."

He presented the nametag. Peni took it, gasping.

"Is… is that…?"

"'Fraid so," Peter nodded. "I think that sewer Lizard is Dr. Connors."

"Damn it. His lizard serum must've turned him into that thing." Peni's eyes widened in horror. "And we helped him make it... Oh my God, Pete…"

"I know," Spidey sighed. "This is on us. Me maybe more so. It was my DNA that gave him the idea."

Peni took a deep breath, composing herself.

"No…" she shook her head. "No, let's calm down and think for a sec. I mean, how were we supposed to know the doctor would jump right to using the formula on himself?"

"Right," Peter nodded. "We need to find a way to fix this."

Peni thought for a minute before snapping her fingers.

"The Neogenic Recombinator!" she realized. "If it made the Lizard formula work, then it can work in reverse too."

"It's worth a shot," Peter agreed. "We need to get to the lab."

"I'll go," Peni decided. "You go find the Lizard and keep him from hurting anyone."

Peter nodded, hopping out the window and swinging into the night.

Meanwhile, Yuri was leading a SWAT team into the subway, having gotten clearance to investigate the sewer monster.

"So, what exactly are we looking for down here?" one officer asked.

"Anything unusual or suspicious." Yuri replied.

As they continued on, they were unaware of something skulking them from the water. Suddenly, one of the officers was pulled under with a yelp. They all turned, looking and seeing nothing. Yuri saw small ripples on the surface, as well as bubbles that soon stopped, and immediately realized what was happening.

"It's in the water!"

They stepped back as the Lizard burst out of the water with a roar, landing before them.

"Open fire!" Yuri screamed.

Gunshots filled the tunnels, peppering the water as the monster weaved through the bullets. A few grazed him, but were essentially useless. He lunged at the officers, tackling one of them to the ground. As he reared back with his claws, a bullet hit him in the back, drawing blood. The Lizard roared in pain, spinning around in time for Yuri to pump multiple bullets into his chest. He reared back before seemingly dropping dead. Yuri slowly approached, keeping her gun trained on the beast. She jostled the body with her foot, seemingly getting no reaction. At that very moment, the bullet wounds rapidly healed before disappearing, and the Lizard's eyes snapped wide open. He lunged forward, slapping Yuri's gun away before knocking her off her feet with a tail swipe. Yuri hit the ground hard as the Lizard loomed over her. He raised a claw, ready to strike, only for it to start falling apart. The Lizard looked at his arm as it crumbled away.

"No!" he shouted. "Not now!"

He turned tail and took off running, the officers firing on him as he retreated. After a minute, Yuri let out a groan, slowly sitting up.

"Oh, yeah…" she winced. "Something's definitely bleeding."

She fumbled for her radio, attempting to radio for help.

Meanwhile, Peni made her way to Oscorp, hoping to find Dr. Connors. She ran as fast as she could, barging in through the doors and heading for his lab. Just as she stopped to catch her breath, she heard a low growl and monstrous hisses, turning in their direction to see Freddy's cage had been broken open.

"Freddy…?" she let out.

She slowly approached, finding him in the midst of messily eating another mouse. He had mutated into a horrific mouse-lizard hybrid, twice his original size and with the hind legs and mouth of a lizard. Peni gasped, a hand going to her mouth as she stepped back.

"Oh God…"

She slowly backed away, only to bump into something behind her. She yelped, spinning around to see Dr. Connors.

"Peni," he greeted. "Are you alright?"

"Dr. Connors…" Peni gasped. "Listen, your lizard formula... it's gone horribly wrong. Look what it did to Freddy!"

She pointed at where the rat-lizard was. It merely gave a hiss before going back to eating.

"We have to get rid of it!" she insisted.

"There's just a few bugs that need to be ironed out, that's all," Connors insisted flippantly.

"Bugs?!" Peni shrieked. "You call that a bug?!"

"The rewards outweigh the risks," Connors replied. "With this formula we can heal any wound, replace any limb. Weakness would be nothing but a memory."

"Doc, for God's sake!" Peni cried. "It's turning people into monsters!"

Connors walked past her, heading for the vial containing what was left of the serum.

"'Monster' is a relative term," he told her. "To a canary, a cat is a monster. We've just gotten used to being the cat."

"I don't think Peter appreciated being the canary," Peni pointed out. "You could have killed him!"

Connors filled a syringe with the serum.

"He and I are living proof of Neogenics' benefits, Peni. Don't you see that?" He turned to her. "I spent my life as a scientist trying to create a world without weakness, without outcasts. I sought to create a stronger human being, but there's no such thing! Human beings are weak, pathetic, feeble-minded creatures... why be human at all, when we can be so muchmore? Faster! Stronger! Smarter! This is my gift to you!"

Before Peni could stop him, Connors jammed the syringe into his stump, injecting the contents into his body.

"NO!" she screamed.

He twitched and spasmed, transforming into the Lizard a second time. She backed away in horror as the Lizard turned to her, his eyes wild.

"Dr. Connors, take it easy!" Peni pleaded. "Can you hear me?! Dr. Connors!"

The Lizard hissed before lunging at her. Peni narrowly dodged before taking off running. She fumbled for her phone, putting Peter on speed dial

Elsewhere, Spider-Man observed the SWAT team exiting the subway, a battered Yuri supported by George Stacy. At that moment, his phone buzzed. He pulled it out, hitting the answer button.

"Hey, Peni. No sign of the Lizard yet, but I'm sure he's-"

"RIGHT HERE!"

Peter recoiled before slowly returning the phone to his ear.

"Uh... say that again?"

"He's at Oscorp and after me, Pete! You've gotta get over here right now!"

Spider-Man's visors widened again before closing as he took a deep breath.

"I'm on my way, don't worry. Just take a deep breath, stay calm… AND RUN! RUN FOR YOUR LIFE!"

Spider-Man immediately took off swinging to Oscorp.

Peni ducked into an office, desperate to escape as the Lizard followed.

"Nowhere to hide, Peni!" the Lizard mocked.

She quickly hid under the desk before the Lizard could see her, doing her best to keep quiet. She covered her mouth, holding her breath as his reptilian claws passed by her. She heard his footsteps slowly leaving, tapering off into nothing. After a moment, Peni slowly emerged from under the desk, looking around and then up-

-to see the Lizard clinging to the ceiling much like Spider-Man, looking down at her.

"Found you."

She let out a shriek of fear as the Lizard dropped down in front of her, grabbing her by the arm.

"No!" Peni struggled to get loose as he dragged her along, out of the door. "Let me go!"

"You heard the lady! BACK OFF!"

Both turned in time for the Lizard to take a double flying kick to the face from Spider-Man. Peni was dropped, and Spider-Man quickly rushed to her side.

"Go!" he shouted. "GO!"

Peni wasted no time running off as the Lizard recovered.

"Don't you understand?!" the Lizard demanded. "All these souls, lost and alone- I can save them! I can cure them! There's no need to stop me, Peter!"

"I'm not boarding this train, Doc!" Spidey shot back. "You're not the engineer driving it right now!"

The Lizard leapt towards him, forcing Spidey to shoot a web and slide under him. As the Lizard landed, Spidey landed on his back, trying his best to web him up. The Lizard, however, thrashed around, trying to throw him off.

"You're not thinking straight, Doc!" Peter shouted.

They charged out into the hallway, Spider-Man managing to web his arms to his chest.

"Stop it!" he pleaded. "This isn't you!"

"Don't you understand, Peter?" he demanded. "This is me! Just like that is you! This is the next step in evolution!"

"Your mind's devolving, Doc!" Peter cried. "You wanted to help mankind, not play God with it!"

Spider-Man finally leapt off of the Lizard and onto the ceiling

"You just can't see it. I can fix everything! I can make everyone like us!"

"The world has enough mutants and monsters, Connors! It doesn't need more!"

The Lizard climbed onto the ceiling after Spider-Man, clawing at him with every step.

"C'mon, let's just sit down and talk this out!" Spidey begged.

He jumped off, ducking under a claw swipe before webbing his hand to a metal door. The Lizard tore his arm free, a jagged sliver of steel attached to his arm like a sword.

"Oh boy…"

The Lizard swung the steel at Spider-Man, prompting him to backflip out of the way. He quickly zipped between his legs, much to the Lizard's fury.

"Okay, so you don't wanna talk?"

The Lizard let out a frenzied shriek, which was abruptly cut off when Spider-Man shot a web over his mouth.

"There ya go!"

The Lizard instantly tore it off before swinging his tail at Spider-Man. He quickly caught it and tried to hold the Lizard down with it. The Lizard smirked before swinging it around, slamming Peter against the walls repeatedly.

"Don't-" Spidey managed with each whack. "Make me… have to… hurt you!"

"Who's hurting whom? Hmm?"

He swung his tail again. The tail detached, flying down the hallway with Spider-Man still clinging to it. The Lizard skulked towards him, his tail growing back as he did so.

"Okay…" Peter shoved the still twitching tail off of him. "That is disgusting."

He vaulted to his feet just in time for the Lizard to grab him by the face and slam him against the window, shattering it in multiple places. Before he could do more than that, something collided with the back of his head. He turned, dropping Spidey as he did, to see Peni standing there, a metal folding chair twisted out of shape in her hands.

"Peni…" he hissed before advancing on her.

"You need help, Dr. Connors!" Peni exclaimed. "Give it up!"

"Peni, Peni, Peni…" the Lizard sighed, wagging a finger. "You're just as blind as he is. You can't see the bigger picture."

"See this!"

The Lizard turned just in time to see Spider-Man shoot him in the face with a web. Spidey took advantage of that distraction to leap onto him, covering his entire body with webbing.

"Please hold, please hold, please hold…" he muttered.

It did, but it was clear it wouldn't for long. Peter hurried over to Peni, taking the chair and using it to smash the window completely. With that, he grabbed her by the arm.

"I'm gonna throw you out the window now." he told her calmly.

"You're gonna what?!" Peni shrieked.

Peter proceeded to do just that, catching her with a webline and lowering her to the ground. It was at that moment they heard police sirens. As the Lizard ripped free, Spider-Man crouched down.

"Uh-oh…" he taunted. "Somebody's been a bad Lizard."

Their fight then spilled into a copy room, where an elderly man with a mustache was listening to music with headphones while making some copies. Never once noticing the two mutated combatants in the room, he calmly walked out with the copies in hand as Peter was thrown into the copy machine, smashing it to pieces. By the time Spider-Man collected himself and pried his body out of the smashed machine, the Lizard was gone.

"Perfect…" he spat.

He hurried back to his lab, hoping to find any sign of him, only to find the Neogenic Recombinator removed from its spot on the wall, and Connors' research notes nowhere to be seen.

"Oh no…"

Chapter 4: Night of the Lizard, Part 3

Chapter by Author_Of_Insanity101, Smijes08, WindstarOsprey

Chapter Text

NYPD cars came screaming down the street toward Oscorp. As they stopped, Yuri got out to see Peni dangling from a webline out a window, a deadpan expression on her face.

"Peni?" Yuri let out. "What are you doing up there?"

"Oh, you know," Peni replied nonchalantly. "Just hanging around."

"Somebody get the fire department on the line!"

"No need!" Spider-Man called out.

Spidey swung down and cut Peni free of the web, bringing her to the ground safely. The minute he landed, Yuri immediately drew her sidearm, pointing it at him. Spider-Man just looked at her blankly.

"Oh yeah," he said flatly, lifting his hands in surrender. "Just jump to lethal force the minute you see me. Great plan."

"Aunt Yuri, don't!" Peni objected, getting between her aunt and Spidey. "He's trying to help!"

"What is he even doing here?" Yuri demanded.

"Dealing with the Lizard monster who just floored you and your squad less than half an hour ago," Spider-Man replied. "He gave me the slip."

Yuri blinked, but didn't lower her gun. Spider-Man let out a sigh.

"Look, Lieutenant. The Lizard stole Oscorp's Neogenic Recombinator. He's gonna use it to start turning people into monsters like him, and here you are wasting time on me. So would you rather focus your attention on me, or the real threat to the city?"

A few tense moments passed before Yuri holstered her gun.

"Alright, fine," she conceded. "First of all, what is that thing?"

Peni thought quickly.

"A Neogenic test subject," she said. "An accident at the lab ended up turning him from a normal lizard into that big reptile man."

"It's extremely dangerous, and even with my Spidey-strength, I barely got out alive," Spider-Man added, lowering his hands. "You need to keep your men and civilians away from it at all costs."

Yuri winced at the reminder of how the creature defeated her so easily.

"And what's your plan to deal with the Lizard?"

"The Recombinator made it what it is now," Spider-Man noted. "So logic denotes it can work in reverse. First, we need to find tall, dark, and scaly."

"Using the Recombinator is only part of the puzzle," Peni added. "We need to find out exactly what's been done to it, study it so we can find an antidote. Blood or tissue sample, whatever's handy."

Spider-Man blinked. "Uh... Funny you should mention that."

-X-

The three were back inside, Spider-Man picking up the severed tail.

"Think this'll do the trick?"

"First, eww…" Peni let out. "Second, yeah. Definitely."

"While you do what you need to, I'll try to track down the Lizard," Yuri decided. "We need to find him before someone gets hurt... or worse."

She departed as Spider-Man and Peni set the tail on the table and got to work.

Meanwhile in a small suburb, a young woman was reading while her son was playing a game on a computer, unaware of the presence hiding outside.

"Hey Mom, is Dad home yet?" the boy asked. "He promised to playSumo Slayerswith me."

"Not yet, Billy," his mother replied. "But now that you mention it, he is late."

At that moment, they heard a voice outside.

"Martha? Billy?"

Billy perked up from the couch. "Dad! You're home!"

"Yes."

"What took you so long, Curt?" Martha asked.

"Sorry I'm late. I have something to show you. Come outside. It's amazing."

The two stood up, heading outside... and a massive reptilian claw shot out from the darkness and grabbed Martha by the mouth, cutting off her scream.

In Connors' lab, Spider-Man drew a sample of blood from the tail. Peni placed the tube in a machine linked to his computer, typing away. The screen showed a sample of Connors' blood/DNA, followed by an analysis of the Lizard's blood.

"Okay, Pete," she said. "If we can isolate the Lizard signature, we can remove it from Dr. Connors' DNA."

"Not gonna be easy, considering his regenerative abilities," Spider-Man remarked.

"Not easy, but possible."

Peni cracked her knuckles and neck before getting to work. After a little while, the antidote was synthesized, pouring out as a blue liquid into a vial.

"That should do it. Now all you need to do is load it into the Recombinator and blast him."

"So, the kids at school make fun of us and call us bookworms," Spidey noted. "Well, these 'bookworms' are gonna save the city."

He took the antidote. "All that's left is to find Dr. Connors."

"Easier said than done, Pete," Peni pointed out. "He could be anywhere in Manhattan by now."

"Last few times he was sighted, it was in the sewers," Peter noted. "It's as good a place as any."

He pocketed the antidote before hurrying out. Yuri was on the radio, a visible look of concern on her face.

"What's up?" he asked.

"Report of a Lizard sighting. Apparently he grabbed a woman and her son earlier."

Spider-Man's heart skipped a beat at that.

"This is bad…" he managed. "We need to find him ASAP."

Spider-Man wasted no time venturing down the nearest sewer grate, starting at where he encountered the Lizard the first time and branching out from there. As he headed through the tunnels, he heard voices. He immediately jumped to the ceiling, crawling along and stopping short at the sight of Martha and Billy sitting to the side, the Lizard going about his work at a makeshift lab and setting up the Neogenic Recombinator.

"Curt, I warned you what could happen!" Martha insisted. "That your lizard serum wasn't a good idea!"

"But it was," the Lizard insisted. "I've become better than before."

"Dad, stop!" Billy pleaded. "You're scaring me!"

"No no, Billy," the Lizard soothed. "This is a good thing. You'll see. I'm making a new, better world. I was the birth of it... and together, we will be the family that rules it."

Spider-Man's eyes narrowed at that. He'd heard enough to know he had to put a stop to this, and fast.

"Once I hook up the Neogenic Recombinator to the city's power grid, it will transform every man, woman, and child into one of us."

"Curt, please listen to me," Martha begged. "You're not thinking straight. Please, don't do this."

The Lizard hesitated, his expression softening, before he shook his head.

"You'll see I'm right before too long."

As he was about to press the button on the Recombinator, a webline ensnared his arm, stopping it in his tracks.

"I don't think so."

Spider-Man then swung down, kicking the Lizard and knocking the Recombinator out of his hands. Spidey tried making a break for it, but the Lizard quickly recovered, swatting him with his tail. Spider-Man collided with the wall, but quickly leapt out of the way as the Lizard tried swinging his tail again. The wall shattered on impact as Peter ran around.

"Doc, listen!" he pleaded. "The serum didn't just affect your body, it's twisted your mind! You have to stop!"

Lizard responded by roaring at Spider-Man before grabbing a chunk of rock and throwing it at him. Spider-Man leapt out of the way, barely dodging it.

"His mind's growing more reptilian by the minute," he muttered.

"Why can't you understand?!" the Lizard shrieked. "The Neogenic Recombinator will make us all better! We'll be able to heal any wound, replace any limb! No more suffering, no more pain!"

"Yeah, and you'll be turning us all into creatures like you!" Spider-Man shot back.

"Of course. I'm the first of a new race. A better race!"

The Lizard charged. Peter flipped over him, jumping on his back and grabbing him in a headlock. As the Lizard tried to dislodge him, Spider-Man turned to Martha and Billy.

"RUN!" he screamed. "Get outta here while you can! I can't hold him for long!"

Martha hesitated before getting up, taking Billy's hand and hurrying away as the Lizard tossed Spider-Man off, sending him flying through a wall and leaving a massive hole. With that, he headed for the lab table, taking a beaker full of a green fluid along with one filled with yellow powder. The Lizard crushed the latter in his fist, pouring the contents into the beaker, which began smoking heavily. He reeled back, throwing it into the hole he had made and creating a massive explosion.

"I've tried to be reasonable," he hissed. "I tried to make you see things my way, Peter. But you've made your choice, and I've made mine. I will create a new world. And the only thing that stands between me and mankind's true destiny... is you!"

Spider-Man hopped out of the hole. He fired two web lines and pulled on them hard, leaping up and slingshotting right into the Lizard's chest before dealing a quick one-two punch.

"Sorry, Doc!" he yelled. "I'm doing this for your wife and kid as much as for you!"

The Lizard retorted by slashing at Spider-Man, leaving claw marks across the chest of his costume.

"Agh!" Spidey reeled back, a hand going to the bleeding slashes. "Jeez... ever thought of clipping those?"

The Lizard charged, tackling Peter to the ground. He lunged forward, trying to bite him, but Spider-Man grabbed his jaws, holding him back.

"Phew!" he cringed. "Your breath is kicking like Jackie Chan!"

Spidey quickly socked him across the jaw, hoping to knock him back. The Lizard's head reeled back for a moment, before he chomped down on Peter's forearm. Spider-Man cried out in pain before slamming the Lizard's head against the ground with all his might, trying to dislodge his jaws. After the third head-smash, he managed to get his arm free. As the Lizard growled, Spidey shot a webline across his eyes before making a run for the Recombinator. Just as he was about to grab it, the Lizard's tail lashed out, wrapping around his neck like a hangman's noose. The Lizard pulled Spider-Man towards him as he struggled, but no matter how hard he pulled with both hands, Spidey couldn't break free. The Lizard pulled off his mask, looking him in the eyes.

"Poor Peter Parker…" he mocked. "No mother... no father... no uncle... You're all alone…"

As Peter was on the verge of passing out, he heard a gun co*ck, followed by a shotgun blast. The Lizard roared in pain, the tail releasing him. Even as he gasped for air, Spider-Man had the sense of mind to grab his mask and put it back on as his rescuer, Yuri Watanabe, stepped forward, co*cking the riot shotgun in her hands and unloading another shell into the Lizard.

"I've got this!" she shouted at him. "Grab that gun!"

Spider-Man vaulted to his feet as Yuri faced off with the Lizard, hurrying for the Recombinator. He popped open the top, inserting the antidote and quickly making the proper calibrations.

"I've only got one shot at this, or we're Lizard food!"

As this went on, Yuri pumped multiple shotgun shells into the Lizard, even managing to blow off his fingers, but it was at that moment the gun clicked, out of bullets.

"sh*t!" Yuri cursed.

She quickly began to reload, only to take a vicious backhand from the Lizard's newly regrown hand. She flew across the room, slamming into the wall and collapsing, unconscious. The Lizard was about to leap after her to finish the job when he heard a whistle.

"Time to take your medicine, Doc!"

The Lizard turned just in time for Spider-Man to pull the Recombinator's trigger, taking the blast right in the chest. He hit the ground hard, writhing in pain as the antidote took effect. His right arm crumbled into dust as he fully reverted back into Curt Connors. Once the transformation was complete, he collapsed, breathing heavily.

"Take it easy, Doc," Spider-Man assured. "The nightmare's over."

The next day, Peter met up with Peni, making sure the bandages over his forearm and chest were well hidden.

"How's your aunt?" Peter asked, wincing a little as Peni did her work.

"Tougher than she looks," Peni replied. "A few cuts and bruises. Big ones, yeah, but nothing serious."

"That's good. Doc seems to be doing a lot better too. And so far, everyone's bought our story. As far as the city's concerned, the Lizard was a normal critter in Oscorp's lab who was exposed to the Recombinator."

"And that's all they'll ever need to know."

"Real quick though, you absolutely sure Yuri didn't see my face?"

"She said as much. She was too far away to get a good look, and she was more focused on the Lizard anyway."

"That's good. No offense to your aunt, but I think enough people know my secret identity right now."

"Agreed."

As they headed into school, Peni smirked.

"So... how's it feel facing your first major supervillain?"

"Stressful. Hectic. Here's hoping I don't build up my own rogues gallery any time soon."

They both shared a laugh at that as they made their way to class, knowing that the Lizard was just the beginning...

Chapter 5: Shriek of the Vulture

Chapter by Author_Of_Insanity101, Smijes08, WindstarOsprey

Chapter Text

A few days passed after the events with the Lizard. Peter and Peni entered the school. Peni sighed as she saw who was approaching them.

"Here we go again," she muttered.

Flash made his way to them, stopping before them. Peter scowled; after a rough night as Spider-Man, he was in no mood to deal with this.

"Flash, take a hike, will ya?" he snapped. "I'm way too tired to put up with you. Besides, shouldn't you be failing a test, kicking a puppy or beating up somebody weaker than you right now?"

"Hey come on, Parker. I just-" Flash began.

"Just what?" Peter demanded. "Wanna shove me in a locker or another trash can?"

"Actually, I wanted to say I'm sorry about your uncle."

Peter perked up at that as Flash rubbed the back of his head awkwardly.

"I know how bad I took it when my Dad left and... well, I get it I guess. You're going through a tough time, and I just… just wanted to say sorry you have to go through this." There was an awkward silence, then Flash just turned away. "I'll... just be going now."

With that, he left. After a minute, Peni ended the silence.

"Flash Thompson being nice for once?" She feigned a shudder. "Brrr... you feel that? I think Hell just froze over."

Peter shrugged. "Guess there's hope for everyone."

Meanwhile at Oscorp, an elderly man was walking up the steps into the building. He threw the door open with a scowl.

"I need to speak to Norman Osborn!" he shouted. "Immediately!"

"Do you have an appointment?" the receptionist asked.

"I'm Adrian Toomes! I'm on the board of directors!"

"You don't appear to be on the list," the receptionist remarked.

Adrian blinked before scowling. "I'm not leaving until I speak with him!"

"I'm sorry sir, but-"

"Don't you dare apologize."

They turned to see a well-dressed man with black hair and red highlights.

"Mr. Osborn!" the receptionist exclaimed.

"Oscorp has done nothing to apologize for." the man, clearly Norman Osborn, insisted.

"Nothing to apologize for?" Adrian demanded. "Osborn, it's bad enough you had Toomes Aerodynamics folded into your company, but now you steal my work?!"

"I'm afraid I don't know what you're talking about."

"Do you take me for a fool?" Adrian advanced on him. "I showed you my magnetic air transport system. You studied my ideas and rejected them, only to announce Oscorp tech flight four months later!"

"I just took your basic design and made it work," Norman insisted. "It's not my fault they share some similarities."

"Without giving me any damned credit or a cut of the profit! I have a family to help provide for, Osborn! Grandkids and everything!"

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

"You'renot sacrificing anything! But me and my family are!"

Norman sighed, placing a hand on his shoulder.

"Listen, you old buzzard," he began calmly. "You've been at this for decades without one success to your name. If you never accomplished anything as a young man... who'd believe you created tech flight as an old one?"

Adrian glared at him as Norman pulled away.

"Now please be so kind as to show yourself out, or I'll have security do it for you."

"You know what you are, Osborn?" Adrian questioned. "You're nothing but a corporate vulture. Just remember there's more than one bird of prey in this town."

With that, he stormed off. Once he was gone, the receptionist cleared her throat.

"Sir... he seemed upset. Should we be worried?"

Norman waved a hand, dismissing it. "He's an old man pushing eighty. What's there to worry about?"

Across town, in the Daily Bugle building, reporter Whitney Chang was in the office of her boss J. Jonah Jameson, who was ranting over the front page of a newspaper that displayed a blurry photo of Spider-Man.

"Can you please tell me what kind of a world we live in when a public menace dressed like a bug winds up on my front page, Chang?" he questioned.

"J.J., I don't see the issue," Whitney pointed out. "He's helping people out, being a hero."

"Then why does he wear a mask?" Jonah asked. "Huh? What's he got to hide?""

"I don't know, but he did save New York from that Lizard creature," Whitney said. "Doesn't that warrant some kind of recognition?"

"I pay you to snap pictures and report on things, not to think," Jonah snapped. "Now next time you see him, try to get a decent picture."

"We've been trying, Jonah," Whitney informed him. "Eddie's been at it for weeks. We can barely get a glimpse of him."

"What is he, shy?" Jameson scoffed. "If we can get a picture of Julia Roberts in a thong, we can certainly get a picture of a weirdo in red-and-blue spandex! Tomorrow morning the front page is gonna read: Reward for photos of Spider-Man! If he doesn't wanna become famous, then I'll make him infamous!"

"Oh yes. Anything to make money and sell papers, right?"

"I'm trying to run a business here."

The next day, Peter and Peni were out with two of their friends, Harry Osborn and Gwen Stacy. The four were sitting at tables at Pepe's Pizza, discussing recent events.

"Flash has been laying off you for a while, Peter," Gwen. "Guess even he has some human decency."

"My dad used to have a saying," Peni remarked. "'Some people have a hard outer shell, but inside everybody has a creamy center.'"

"Yeah?" Harry asked. "Flash is more of a bastard-coated bastard with bastard filling."

"Well, not always," Peter recalled. "Hell, we used to eat paste together back in first grade."

"I remember that…" Peni perked. "It wasn't until your folks went missing and he got into jock culture that it all went downhill."

"Yeah, pretty much…"

Once they were done eating, the four headed out. A nearby newsstand caught Peter's attention.

"Hey, look at this."

They looked over the Daily Bugle's front page, an ad reading "Cash reward for pictures of Spider-Man."

"Oh yeah," Harry remarked. "I've heard of that guy."

Peter stroked his chin, an idea forming. "I think I've found my new source of income."

"Taking photos of Spider-Man for the Bugle?" Gwen asked.

"What else am I supposed to do for income?" Peter questioned.

"Well, there's always getting a job as a cashier or fry cook at Burger Frog." Peni suggested.

Peter gave her a deadpan look. "Only as a last resort, Peni. Averylast resort."

"I say go for it," Harry decided. "You took some great shots for the school paper a while back."

"It's worth a shot." Gwen agreed.

Gwen and Harry soon made their way to their own homes, leaving Peni and Peter to discuss things.

"So you're gonna take photos of yourself for the Bugle?" Peni asked. "Please tell me this won't be a repeat of It's Amazing."

"No, of course not," Peter assured. "Aunt May needs help with the bills, and this seems like the best way to do it."

"Okay, fair point," Peni conceded. "But how exactly are you gonna pull off taking photos of yourself in costume without it looking suspicious?"

"You let me worry about that," Peter told her.

Elsewhere, Toomes was donning a high tech suit with sharp metal wings and talons on the feet.

"Osborn thinks he can stealmyinvention? Take credit for allmyhard work?" He pulled on a black helmet that completely hid his face, green goggles for lenses. "Well... he's in for a big surprise."

Later, Peter, in costume, was attempting to get decent photos of Spider-Man. It was easier said than done, to say the least. His first attempt involved simply holding the camera in his hand while swinging, effectively taking selfies of himself. When he landed and looked them over, he was dismayed to see they were nothing but blurry close-ups.

"Blurry… blurry…" he listed off. "Heh, decent shot of my elbow. Or my knee. And this one would be great... if my arm was two feet longer."

He sighed, pinching the bridge of his nose in annoyance. "Okay... I didn't think this through too well. Just snapping photos while swinging is out."

As he was considering his next attempt, he heard what sounded like a jet engine. Spider-Man looked up to see Toomes in his new suit flying overhead.

"Well… that's new," he remarked.

He swung off to follow.

Meanwhile, Norman was speaking to Harry on the roof of their highrise.

"How's school been going?" Norman asked.

"Not bad," Harry remarked. "Managed to pass the big trig test. Though Pete helped with that."

Norman nodded before sighing. "Sorry I haven't been around much lately. I've been swamped at work. But I'll be there for our family dinner tomorrow night. You have my word."

"I understand, Dad," Harry assured. "You're a busy man."

At that moment, they heard the jet engine sound approaching. Both men looked up to see Toomes flying in at high speed.

"OSBORN!"

His boot-talons popped out with an ominousshing. Before Norman could react, Toomes grabbed him by the shoulders and took off into the sky.

"Dad!" Harry screamed.

He could only watch helplessly as Norman was taken off into the sky. After a minute, he ran back inside, grabbing the phone to call the police.

Meanwhile, Toomes was flying around with Norman in his talons. He smirked under his mask, glaring at him.

"Tell the truth, Osborn," he asked. "Can your tech-flight do this?"

Norman's eyes widened. "Toomes?!"

"No, not anymore. I'm what you called me! I'm the Vulture!"

"No,youcalled me a vulture! I called you a buzzard!" Norman rolled his eyes. "You can't even get the name right."

"You know, it's unwise to insult the only thing keeping you from falling forty stories!" Vulture snapped.

For emphasis, he threw Norman up into the air, letting him fall a few feet before swooping down and catching him.

"You want me to beg?!" Norman snapped. "Not gonna happen!"

"No, I don't want you to beg," the Vulture replied. "I want you to announce to the world that Adrian Toomes is the true inventor of Tech Flight! You will give me back my company and pay me what I am owed! And you will publicly apologize for stealing my work!"

"And if I refuse?"

"Then you'll end up nothing more than a greasy little red smear on Wall Street!"

Norman scowled. "I never apologize, old man!"

"I may be an old man, but I'm not a patient one!" Vulture shouted as they swooped around. "Think hard: are your ego and company more important than your life?!"

Norman remained tight-lipped for several minutes, and eventually, Vulture lost his patience.

"Time's up, Osborn! You had a chance to save yourself, but you were too damn stubborn to take it!"

With that, he released Norman, leaving him to plummet to the ground below. Suddenly, Spider-Man swung in out of nowhere and caught him.

"Whoa, guys!" he exclaimed. "You play hot potato hard core!"

"Spider-Man?!" Vulture shouted in surprise. "This is between me and Osborn, so back off!"

"Can't," Spider-Man replied. "They'd take away my superhero license."

He swung away as fast as he could, eventually managing to safely deposit Norman on the ground before the NYPD.

"Sorry, can't stick around!" he declared before darting away with the Vulture in hot pursuit. Norman watched him go, intrigue on his face.

-X-

"You interfering insect!" the Vulture roared. "How dare you?!"

"For the record, spiders are arachnids, not insects," Spider-Man pointed out. "Don't you know anything about science?"

Vulture tried slashing at him, but Spider-Man quickly leapt over the wing.

"Osborn stole my ideas! He ruined me! I merely seek to return the favor!"

"Oh, yeah. Petty thefttotallyjustifies murder."

Vulture swung his wings, the feathers suddenly shooting out like darts. Spider-Man managed to duck over several of them, which lodged into the wall behind him.

"Wow. And I thought Imperial stormtroopers were lousy shots."

Vulture raised his wings, which glowed and hummed. At that moment, Spider-Man's spider-sense went off, and he narrowly managed to dodge the feather-blades as they were recalled to their wielder.

"Yikes!" he exclaimed. "You should really get those clipped!"

"Do youevershut up?" the Vulture hissed.

"Not really, no. My fans expect a certain amount of quippage in every battle."

Vulture dive-bombed at Spider-Man, who simply jumped up and landed on his back. Vulture scowled, spinning around and trying to dislodge him

"Look, Beaky," he began. "I admire anyone who dresses up like their favorite animal. And better still, you can fly. So I gotta ask: you ever hear the one about great power coming with great responsibility?"

Eventually, Vulture darted for a nearby flag pole, forcing Spider-Man to leap off

"Whoa, Beaky!" he cried. "Don't fly away angry!"

"The name is VULTURE!" the Vulture shouted as he fled. Spider-Man watched him go

"Well, I'll have to keep an eye out for him. In the meantime…"

He headed for a nearby building, where his camera had been webbed to the wall. Spider-Man tugged the camera free, looking over the photos of the fight, only to discover the nearby windows had reflected his camera flash, rendering them useless

"Oh, come ON!"

Later, Peter called Peni over to explain what had happened.

"This Vulture guy's got a vendetta with Harry's dad," he finished. "Not sure why exactly."

"Maybe because hemethim?" Peni deadpanned before blinking. "Did I say that out loud?"

"Yeah, you did," Peter confirmed. "Ever consider an inner monologue? Works wonders for me."

Peni sighed. "I know it's an awful thing to say, but Norman Osborn isn't exactly a peach to be around, Pete. There's a reason Oscorp doesn't have the best reputation in town, and he's it."

"Okay, I won't deny he's a greedy sleaze. But he at least tries to be there for Harry, and be a good parent," Peter pointed out. "Anyway, he's not the issue here. The Vulture is."

"Right," Peni nodded. "We need a way to take him down."

She tapped her chin in thought. "You said he used a high-tech suit to fly? Sounds a lot like the prototype flight harness I've seen at the lab."

"You've actually seen this thing? Do you know how it works?"

"If I remember correctly, it uses electromagnetic force to achieve an anti-gravity effect," Peni perked. "Then this Vulture was telling the truth. Mr. Osborn must've stolen the design from him."

"And now he wants payback."

Peni stood up, pacing. "I remember now. That flight harness was in development by Toomes Aerodynamics before Oscorp bought it out."

"Toomes Aerodynamics? Didn't they build planes for the most part?"

"They did, yeah," Peni confirmed. "With that in mind, I'll bet ten bucks the Vulture is their former CEO, Adrian Toomes."

"And now we have a name to go with the wings," Peter deduced. "Hmm... you think his lab is still open?"

"Probably. Why?"

"I was thinking, if those wings work by magnetism, I might be able to make something that could disrupt the signal."

Peni nodded. "Worth a shot."

They headed for Oscorp, managing to get into Adrian Toomes' old lab. Peter made a beeline for the computer.

"Let's see just how good their security is," he said as he turned it on and began typing. "Oh, they forgot the latest kernel patch…"

He tsk-tsked before getting to work, eventually bringing up the plans for the flight harness.

"Now, let's see what makes this Vulture fly…"

He looked it over for a few minutes before nodding.

"Well Peni, you were right on the money. Toomes' flight suit harnesses electromagnetic power to get him off the ground. Now all I need is some kind of jamming device to invert the magnetic signals and ground him… and work out my photography issues while we're at it."

-X-

They got to work, Peter dividing his time between helping Peni rig the device and working on his camera. After several hours of work, they finished the jammer after sundown.

"Well... that took longer than expected." Peter remarked.

"Amen to that," Peni agreed. "But there's no way of knowing it'll work until you actually try it."

"Right. Here's hoping it actually works."

Peni stifled a yawn. "For now, I gotta head home and get some shuteye."

"Whereas some of us have to work late."

Peter wasted no time putting on his suit and taking to the rooftops. He scanned the horizon for any sign of the Vulture.

"Okay… if I was a winged freak seeking revenge on Norman Osborn, where would I go?"

His patience was soon rewarded when he saw the Vulture flying in the distance. Spider-Man followed after him as swiftly and silently as possible. As he got closer, he saw he was tailing a limousine.

"Norman's limo…" he realized. "That's what he's after."

At that very moment, the Vulture swooped down. His talons pierced the top of the limo, peeling the metal back like tinfoil. Norman recoiled, looking up to see him.

"Thought you'd escaped me, didn't you?!" he shouted. "You will apologize!"

"Stop and think for a minute, Toomes!" Norman shouted. "What will any of this accomplish?!"

"Cementing my granddaughter's future and my family's home, that's what!"

Vulture was suddenly kicked away, landing on the pavement as Spider-Man touched down before him. He scowled.

"You again?!" he roared. "Why do you insist on defending Osborn?!"

Vulture tried slashing at Spider-Man, but he quickly zipped out of the way.

"That's the thing about being a hero!" Spidey shot back. "You don't pick and choose who you save!"

"He stole my tech flight plans! My one chance at supporting my family! And he'll pay in blood!"

"Just a suggestion, but wouldn't it be easier, and more legal, to just sue the guy?"

"Don't you think I tried that?! Oscorp has a hundred lawyers! They won the case easily!

"He launched his feather-blades at Spidey, sending him on the run.

"What he did to you sucks, I won't deny that," he remarked. "But it doesn't give you an excuse to kill him! Revenge won't solve anything!"

"Maybe not," Vulture admitted. "But it'll make me feel better. And I won't let a little bastard in red tights stop me!"

"I'll try not to take that personally," Spider-Man said flatly.

As the Vulture took off, heading after the retreating limo, Spider-Man leapt after him, grabbing his ankle. The Vulture glared at him.

"You're a fool, Spider-Man! I can fly and you can't! You're in my element!"

"Then I guess it's time I clip your wings!"

Spidey reached for his belt, pressing the button on the magnetic inverter. It took a few seconds, but soon the Vulture began to spiral out of control.

"What have you done?!" Toomes screamed as they started to plummet. "You moron! Without my harness, I can't pull up! You've killed us both!"

"Dude, you have so not been paying attention," Spider-Man deadpanned.

Spider-Man shot out a web and started swinging with Vulture in tow. "I believe you have a date with the NYPD."

"You win this round, but I'll be back!" Vulture swore.

"Maybe. But your wings won't be working anytime soon."

-X-

After dropping off the Vulture at the nearby precinct, leaving him dangling from a web, Peter returned to the sight of their battle and retrieved his camera. He looked over the photos, smiling.

"Yes!" he cheered. "Third time's the charm."

The next morning, Peter appeared at the Daily Bugle, prepared to meet with J. Jonah Jameson. After an hour or so, he was allowed into Jonah's office. The chief looked over the photos of his fight with Spider-Man and the Vulture, puffing on his cigar as he went.

"Pretty damn good photos," he admitted at last. "But how'd a kid like you get them?"

"That's my little secret," Peter replied simply.

After a minute, Jonah shrugged.

"I'll pay you three hundred for the whole lot. Standard freelance fee."

"Sold," Peter said automatically.

To himself, he thought,Little less than I expected, but gotta take what I can get.

"You get any more pictures like this, you know where to find me."

Peter perked. "Wait… are you offering me a job?"

"Of course not," Jonah clarified. "Freelance. Perfect thing for a kid your age."

As he looked over the photos, Jonah spoke of the next paper.

"Headline: 'Spider-Man: Hero or Menace?' Exclusive Daily Bugle photos."

Peter blinked. "Menace? He was fighting the Vulture to save Norman Osborn, not-"

"Tell you what," Jonah cut him off. "You take the pictures, I'll make up the headlines. That okay with you?"

Peter nodded. "Yessir."

In a massive highrise in Hell's Kitchen, a shadowy man was reading the latest issue of the Bugle, Spider-Man prominently displayed on the cover.

"So... we have a new hero in our midst." he mused.

Standing before him was a man in a pinstripe suit, his head flattened and face scarred.

"What should we do about it?" the man asked.

"For now, keep our eyes and ears on this Spider-Man," the figure decided. "Once he truly becomes a threat to our operations, you know what to do."

The flat-head man nodded and walked out of the room, leaving the shadowy man alone.

"Spider-Man…" he muttered, slapping the paper on his desk. "If he thinks he can come into my city and interfere with my empire, then he hasn't been thinking at all."

Chapter 6: Armed and Dangerous

Chapter by Author_Of_Insanity101, Smijes08, WindstarOsprey

Chapter Text

A week passed after the Vulture incident. At Oscorp, Norman had gathered some of his workers and scientists to discuss recent events, and their ongoing project. Behind Norman were monitors depicting footage of Spider-Man.

"Nick Fury has given Oscorp two weeks to prove we can perfect the OZ formula, or we are going to lose the contract to Alchemax," he informed the others. "Given how much we've invested in this research, losing the contract could bankrupt Oscorp. Due to recent events, I believe Spider-Man relates to our problem in some way."

He turned to one of the scientists. "Dr. Stromm, care to report your findings?"

Dr. Stromm cleared his throat.

"As we have seen, Spider-Man possesses all the attributes our project hopes to create.," he began. "My current hypothesis is that he possesses augmented spider DNA in his system, either as a result of Neogenics or an X-gene. An analysis of his blood may very well be the key to perfecting OZ."

"I could modify my Hunter Killer prototypes to track this unique DNA signature and capture Spider-Man," another man cut in. "Once he's in custody we can extract as much DNA as we need to complete our work."

"Then that's what we'll do," Norman decided. "Get on it, Smythe."

The next day found Spider-Man in costume, setting up his camera as he talked to May on the phone.

"I might be a bit late, Aunt May," he reported. "If I wanna get paid this week, I need to find Spider-Man and come up with some photos for Mr. Jameson."

"Alright, just be careful out there," May told him. "This city is becoming more and more dangerous by the day."

"'Careful' is my middle name. Never forgave Dad for that."

They shared a laugh. With that, he hung up, looking over the city.

"Things have been quiet lately, so I'm gonna have to settle for some aerial acrobatics."

He stood up before jumping off the roof, swinging around and pulling off multiple flips and dives as he did. After a while, he felt as though he had enough photos.

"That should do it for now. now to head to the Bugle, collect my money, and get our bills paid."

He was about to remove his costume when his spider-sense went off. He stiffened, looking around.

"Spider-sense going crazy…" he sighed. "A guy can't even sling a few webs in peace anymore."

Spider-Man looked up and saw a car-sized red robot with crab legs and thrusters flying towards him.

"Huh, killer robots?" he mused. "Thought that'd be at least year two, but whatever."

He jumped out of the way as the bot landed, its optics falling on him.

"Spider-Man detected," it said. "Engage."

The robot fired some kind of energy blast at him, forcing Spider-Man to leap out of the way.

"Yikes!" he exclaimed. "This thing means business!"

He took off swinging with the robot in hot pursuit, circling around multiple buildings. Spidey eventually managed to get around it, snagging it with a webline before landing a solid kick to its back, sending it spiraling.

"Gotta strike while the robot's hot!"

He shot two web lines and slingshot himself right at the robot. He climbed onto its head, smashing it right in the eye. It flew around wildly as Peter kept punching away.

"C'mon, you hunk of junk! Go down!"

Eventually, they crashed down on a building, Spider-Man jumping off. He rapped his knuckles against its head.

"Any last words before I put you in the scrap yard?" he got no response. "I thought not. Well, that was fun."

He swung off to where he put his camera.

"Good thing this was still going. Jameson's gonna love this. Also nice to know that I'm still capable of handling whatever this city can throw at me."

He retrieved his camera before looking back at the robot. After a minute, he went back to the robot's remains, prying off a piece of its chassis.

"Better get Peni on this. Find out who sent this toaster after me."

After receiving his paycheck, Peter called Peni over. The two headed for Peter's makeshift lab, an old workshed in his backyard. As Peter explained the situation with the robot, they examined the robot piece he retrieved under the microscope.

"Hmmm…" Peni said at last. "If you ask me, Pete, this has Oscorp's name written all over it."

"How do you figure that, Peni?" Peter questioned.

Peni stepped aside so he could get a look. "Because it literally has Oscorp's name written all over it."

Peter took a look. Indeed, the fragment possessed Oscorp's logo, with a serial number underneath.

"Oh… right," he remarked. "But why would Oscorp send a giant killer robot after me?"

Peni shrugged. "Search me."

"Any idea who made this thing?"

Peni looked it over a second time.

"My guess? Spencer Smythe. He's the head of Oscorp's cybernetics division. I've seen tech like this in his lab. He called them S-Bots."

"Any reason this Smythe guy wants to blast me into oblivion?"

"Maybe he reads the Bugle?"

Peter sighed. "That's just what I need. A mad scientist and a Jameson fanboy."

"Take it easy, Pete," Peni soothed. "We'll get to the bottom of this. I'll ask around the office, see if I can find out anything."

Peter nodded. "Thanks."

The next day found Peter, Peni, Harry, and Gwen taking the train to Greenwich.

"So… this Dr. Octavius used to work for Oscorp?"

Harry nodded. "He and my dad were college chums. They worked together on a lot of projects until the mid-eighties."

"What changed?" Peni questioned.

"Dad only said they had 'creative differences.'"

Peni raised an eyebrow. "Meaning he wouldn't bend to your dad and got sacked."

"Pretty much, yeah."

"Still, he's done some pretty impressive work," Peter remarked, pulling his camera out of his pocket. "I've read up on him. Otto Octavius has made a lot of advances in bionics and prosthetics. Nowadays, it seems he's gotten into nuclear physics."

"Let me guess," Gwen spoke up, "Looking into him for some Bugle work?"

"It's not Spider-Man related, but I figure J.J. will still pay a pretty penny for photos of Dr. Octavius' project," Peter replied.

They eventually disembarked the train, heading for a building marked Octavius Industries where a crowd was gathered. They were led inside, where an older man with brown hair and glasses stood before them, donned in a green and yellow bodysuit. Next to him stood a woman with frizzy black hair and a boy a few years older than Peter who resembled a younger version of the man.

"Ladies and gentlemen, my family and I would like to welcome you this afternoon," he greeted. "But first, before we start, has anyone lost a large roll of twenty-dollar bills in a rubber band? Because we found the rubber band."

Everyone started laughing at the joke.

"Now, as many of you may know, I'm Dr. Otto Octavius," he introduced before gesturing to the woman and boy with him. "This is my wife Olivia, and son Arthur."

"Just call me Liv," said Olivia. "Everyone does. We'd like to thank you all for coming."

"We're proud to present a new fusion-based energy source," Otto chimed in. "Safe, renewable, and cheap energy for everyone. Guaranteeing cheap, renewable power for everyone on Earth."

"Now, let us introduce Dad's assistants." Arthur added.

He went over to an object covered with a tarp. With a flourish, he yanked it off, revealing a harness with four robotic tentacle arms. The arms were composed of a black polymer, and at the ends of each one were two sets of four sharp claws, the larger of which were tipped yellow. Peter immediately snapped a photo.

"One for J.J." he muttered.

"These four appendages are based on my neural interface prosthetics," Otto exclaimed as he put on the harness. "They respond as quickly as any limb, and can handle manipulation of sustained fusion."

As they watched, Otto clamped the harness on. The back of it extended up his spine, wires gently puncturing his skin and interfacing with it as everyone winced. As the doctor focused, the tentacles began moving, the claws spreading and moving to his mental command.

"Now that is cool." Harry admitted.

"These smart arms link directly to my nervous system and respond to an intra-cranial neural network," Otto went on. "Neuro-transmission speeds under one nanosecond, faster than signals travel inside the brain, let alone to an external prosthesis. Perfect for handling fusion reaction in an environment no human hand could enter."

Peni raised her hand.

"Excuse me, Dr. Octavius," she began. "But if the AI of those arms is as advanced as you say... wouldn't that make you vulnerable to them?"

"How right you are," Otto turned, pointing to a small chip at the base of his skull. "Which is why I installed this neural inhibitor chip to protect my higher brain functions. It means I maintain control of these arms, instead of them controlling me."

Peni took that in, nodding.

"Now, on to the main event. Give me the blue light, Liv."

The room was bathed in blue light as several workers brought in a device which was undoubtedly a fusion reactor. Otto went over to it, picking up several materials with his arms.

"Precious tritium is the fuel that keeps this project going. There's only twenty-five pounds of it on the whole planet. And I owe thanks to Norman Osborn and Oscorp Industries for providing it."

A small flash of irritation crossed his features at the mention of Norman's name, but he quickly hid it. Nonetheless, he inserted the tritium into the reactor, putting on a pair of dark goggles.

"Ladies and gentlemen… fasten your seatbelts."

He pressed a few buttons and the device powered on. The tritium glowed as Arthur overlooked the computer, before a small fireball appeared in the midst of the reactor.

"Dad... we have a successful fusion reaction." he reported.

The crowd applauded, Peter taking multiple pictures as Otto looked over the fireball

"The power of the sun... in the palm of my hand."

Peter then happened to glance down to see a paperclip inch forward a bit before flying into the machine. The lights did the same... and all of a sudden, numerous items and jewelry were yanked into the reactor.

"Keep calm!" Otto insisted. "It's only a sudden spike! It'll soon stabilize!"

"Otto…" Liv began. "Otto, something's wrong! The power levels keep rising!"

"It's under control... I can maintain-"

An alarm went off, the paneling being yanked off the walls. They all backed away as Peni leaned over to Peter.

"Boy, I sure wish Spider-Man was in the neighborhood right now." she whispered.

"Right," Peter nodded. "I'll, uh... just go see if I can find him."

He disappeared into the crowd, ducking into the bathroom as the situation escalated

"We have a containment breach!" Arthur cried.

A massive surge of energy blasted outward, slicing into the ceiling.

"Dad, we need to turn the reactor off RIGHT NOW!"

"It'll stabilize!" Otto stubbornly insisted. "It's under control!"

"That idiot…" Harry hissed. "He's gonna kill us all!"

At that moment, some lab equipment came flying toward their backs. Spider-Man came swinging in, tackling them out of the way

"Spider-Man!" Peni cried.

"All of you, get outta here!" Spider-Man ordered.

"But what about Peter?!" Gwen demanded. "Where'd he-?!"

"Already safe! Now it's your turn! Go!"

Peni grabbed Gwen and Harry's hands, yanking them out as Spider-Man made for the reactor, only to be stopped by one of Otto's tentacles.

"Doctor, it's out of control!" Spidey yelled. "We need to pull the plug!"

"I designed this equipment! I can handle it!"

"Can't take that chance!" Spider-Man leapt for the plug.

"No!" Otto swatted him away before he reached it, slamming him into the wall.

"Otto, enough!" Liv shouted. "Spider-Man's right! We need to shut the reactor down!"

At that very moment, the equipment began to shudder and spark. Olivia barely had time to scream before she was hit by the feedback. Otto whirled around, seeing her getting hit and falling, and his eyes widened as he removed his goggles.

"LIV!" he screamed.

"MOM!" Arthur shouted at the same time.

The mini-sun in the reactor surged again, hitting Otto right in the back. The harness sparked and jolted, the inhibitor chip at the top bursting as he convulsed. Seeing this, Spider-Man got to his feet and ran to the wall, grabbing the reactor's power cords and yanking with all his might. The cords being pulled out caused the reactor to fluctuate one last time before the reaction imploded on itself, leaving nothing but twisted metal and destruction. With that, Spider-Man ran over to the downed Otto and Liv, Arthur right by them. He immediately began dressing their wounds with webbing before turning to address their son, as well as anyone else left in the room.

"Somebody call 911!" he ordered.

Later, first responders arrived on the scene, taking Liv and Otto.

"Are they gonna be okay?" Arthur pleaded. "Please, they have to be okay!"

One of the cops took him aside, trying to keep him out of the path of the EMTs. Off to the side, Peter watched, joined by his friends. Peni sighed.

"Brought down by his own hubris," she muttered. "If the doc had just listened and shut down that stupid reactor…"

"At least they're alive," Peter pointed out. "The last thing anyone wants is Arthur left an orphan."

"Yeah…" Gwen agreed. "Hey Peter, where'd you go? You just disappeared when Spider-Man showed up."

Peter began to sweat at that.

"Does that really mean anything?" Harry asked.

"Just saying it's a bit fishy, don't you think?" Gwen pointed out.

Peni thought quickly.

"He went out to get help. Who do you think called Spider-Man in the first place?"

Gwen blinked. "You can get in contact with him?"

"Yeah," Peter agreed, playing along. "It's part of the reason I'm able to get such good photos of him for the Bugle, especially when the city's quiet."

"Huh…" Gwen turned it over in her mind. "I... guess that makes sense."

"Speaking of which, I gotta get these photos to the Bugle. Jameson's gonna blow his stack if I don't make the deadline."

He went off at that. Once he was out of sight, he sighed, wiping his brow in relief.

"Close one."

At the Bugle, Jonah looked over the pictures of the reactor.

"They're crap," he listed off. "Crap, crap, mega crap."

"Seriously?" Peter questioned. "I worked hard to get these photos."

"There was an explosion, Parker! A massive reactor goes out of control in downtown New York, and we don't have photos! Spider-Man was there, and you got nothing!"

Peter was about to object when a voice behind him did it for him.

"Hey!"

He turned to see Whitney at the door.

"Back off, J.J.," she ordered.

"Nobody's talking to you, Chang." Jonah snapped.

"I don't care. Give the kid a break."

Another reporter, this one a few years older than Peter with blonde hair, peeked his head in at that.

"Seriously, Jonah," he said. "It was complete chaos at Octavius Industries. Peter was lucky to get out alive, much less take the photos he could."

Jonah seemed to sputter for a moment before just grumbling and snatching the photos from Peter.

"...Glad ya ain't dead, kid." he conceded. "But next time, I want photos of Spider-Man! Got it?!"

"Uh… sure." Peter nodded. "Got it."

"Good."

Jonah stalked into his office, slamming the door.

"Okay, seriously," Peter sighed. "How is it that anyone who knows him can actually stand to be around him?"

"Yeah, J.J.'s a hardass, but he's not so bad once you get to know him," Whitney replied.

"He's got a soft spot... deep down." the other reporter added.

"Like Marianas Trench deep, or Dante's ninth circle deep?" Peter asked.

A moment of silence followed as they thought.

"Honestly... I'm not sure myself," Whitney said. "What's your verdict, Eddie?"

"Not sure," Eddie answered. "Still digging."

At the hospital, Arthur spoke with the doctor over his parents' condition.

"Unfortunately son, your mother sustained severe injuries," the doctor told him. "She's still alive, but she's comatose right now and... it's too soon to say when she'll come out."

Arthur looked down at that. "And… my dad?"

"His harness took the brunt of the blast and was fused to his body. We're prepping him for surgery right now to remove it."

-X-

Meanwhile, Otto was in surgery, where the doctors were preparing to begin their work. One surgeon pointed to X-rays on the computer, depicting Otto's spine.

"As you can see, molten metal penetrated the spinal cavity and fused the vertebrae at multiple points, including the lamina and roof of the spinal column," he explained. "We won't know the extent of the damage until we get in there, so I suggest we cut off these mechanical arms, slice up the harness, and if need be, consider a laminectomy."

He brought up a circular saw, turning to the other surgeons. "So... anybody here take shop class?"

The doctors shared a giggle as the head surgeon began to make the first cut. Unbeknownst to the doctors, one of the arms was beginning to move right behind him. It grabbed the circular saw, yanking it from his grip. They had just enough time to turn in shock as the saw was thrown down and the arm slapped the doctor, sending him through the door. All of a sudden, the other arms sprung to life and began attacking everyone. The room was utter pandemonium as the surgeons were tossed and smashed about, the lights and equipment being demolished. The commotion and screaming reached the ears of those outside. Arthur's eyes widened at the sound.

"Dad…?" he let out.

-X-

Otto began to stir as the last of the surgeons fell. The bandage covering his eyes was removed, and as he was roused, he took in the horrible sight of a room full of corpses.

"No…" he let out. "What happened?"

He began to hyperventilate as he saw the mechanical arms slowly moving on his back.

"You…" he managed. "No… shut down now!"

He got no response. In a panic, Otto got up and stumbled out into the waiting room. The arms wrapped around him, one grabbing a trench coat from a nearby coat rack. Otto took it without thinking, putting it on and buttoning it to cover the arms. Arthur perked, running over to him.

"Dad! What are you doing? You need to-"

"Arthur, where's your mother?" Otto cut in. "What happened? I don't…"

"The reactor went haywire," Arthur replied. "Mom's in a coma, and your harness is... fused to you."

Otto took that in, before another question suddenly popped into his head.

"And the equipment?"

"What? Why would you-"

"Answer the question!" Otto ordered. "What happened to the equipment?!"

Arthur recoiled before responding.

"Oscorp repossessed most of it after the explosion, citing safety violations. In Mr. Osborn's words, you couldn't be trusted with it anymore."

Otto gaped for a minute, before scowling in rage.

"Norman…" he hissed. "That thieving, double-crossing bastard! He took everything away from me! Again!"

The arms beneath his coat began to ripple, agitated by his rising anger. Arthur saw the movement and let out a startled gasp, backing away.

"Well, he won't do it a third time." Otto vowed.

He began to storm off. Seeing the top of the harness, and the burnt-out chip at the top, Arthur put two and two together.

"Dad, the inhibitor chip is fried!" he exclaimed. "The tentacles are taking over! You gotta-!"

One arm shot out, slamming into the wall an inch from Arthur's head.

"Go stay with your mother, Arthur," Otto ordered. "I have business to tend to."

With that, Otto stormed out of the hospital, leaving Arthur alone.

At Oscorp, Norman was ranting and raving at Smythe.

"You gave me your word that your Hunter-Killers would be able to contain Spider-Man! So why is it he destroyed the robot without even trying, Spencer?!"

"In all fairness, it was just a prototype," Smythe defended.

"I don't care!" Norman roared. "I want Spider-Man captured! If he's not delivered to Oscorp within the week, I will ruin you, Smythe! You'll never work in this town again!"

At that very moment, a robotic tentacle smashed through the window, heading right for Norman. He barely dodged it, getting sliced by one of the claws as he fell to the ground, covering his head against the rain of shattered glass. Their owner dropped down, his eyes covered by dark sunglasses as he glared. Norman slowly rose to his feet, gaping at the figure before him.

"Otto…?"

"You remember me?" Otto questioned. "Surprising. I thought you would have just tossed me out and forgotten all about me."

He began to advance. "Now... we need to have a talk, Norman. About how you repossessed my company's assets!"

Norman backed up slightly.

"I was in the right!" he insisted. "Your fusion reactor was going haywire, and you refused to turn it off in a room full of people! If Spider-Man hadn't intervened, you would have killed dozens! Including my son, andyours!"

"It's not just the reactor!" Otto slammed a tentacle before Norman, preventing him from making a break for it. "You never appreciated my genius, Norman! You just stood atop it and called yourself a giant! And you have no room to lecture me on safety and code violations! Or have you forgotten what you did to Martin Li back in '86?!"

"That was an accident!" Norman objected.

Sadly, that was the wrong thing to say. Otto's temper flared at that.

"So whenever your experiments go wrong or malfunction, it's perfectly alright?!"

Norman sputtered. "That's not what I-"

"Save it! I'm done listening to your excuses!"

He was about to lash out again, but a webline caught the tentacle before he could.

"Hold it!"

All eyes turned to see Spider-Man in the rafters, having fired the web.

"Spider-Man?" Norman exclaimed. "What are you doing here?!"

"This crazy tentacle guy goes on a warpath, tearing up a hospital and most of the Financial District, and you're asking me whatI'mdoing here?"

"This doesn't concern you, 'hero'," Otto spat.

"I get that a lot," Spider-Man replied casually. "Look, Doc, I don't wanna hurt you, but I will if I have to. So what do you say you just calm down, call off your arms, and we can-"

He was forced to dodge a lashing tentacle before he could even finish the offer.

"If you insist on standing against me, then you will share the same fate as Osborn!" Otto declared.

"Harsh, doc," Spider-Man remarked. "Come on, you're a cephalopod, I'm an arthropod, can't we just hug it out?"

Otto mulled on that.

"Alright," he decided.

Two arms shot out at Spider-Man, wrapping around him and crushing him. He yanked the wall-crawler forward.

"Tell me, how much is Norman paying you to protect him?" Otto demanded.

"What makes you think I'm working for him?" Spider-Man managed, his voice strained.

"Why else would you break in here and risk your life to save his sorry ass?!"

"Aside from being a decent human being?"

Otto responded by slamming him into a wall repeatedly. When he finished, Spidey was just barely conscious.

"Know this: I'm only sparing your life because you saved mine," he informed him. "But next time, I will not show you mercy."

He then tossed Spidey out the window. With that, he lashed out with a tentacle, grabbing Norman.

"Now, you and I have unfinished business."

With Norman in hand, he stomped off.

At Peter's lab in Queens, Peni was studying some of Peter's project designs in his notebook, looking over a proto-utility belt when the door opened.

"Peni…"

Peni perked, spinning around to see a battered Peter leaning against the wall. His mask was in his hand, and it was clear he could barely stand up.

"Peter?!" Peni ran over, catching him as he collapsed. "Oh my God, what happened?!"

"Otto…" Peter wheezed. "He attacked Norman. I tried to stop him, but…"

Peni helped him up, getting him into a chair.

"Damn…" she cursed. "Dr. Octavius is such a good man. Why would he jump right to trying to kill Mr. Osborn?"

She perked. "Unless…"

"The reactor incident also fried his arms' inhibition chip?" Peter suggested.

"Making him more susceptible to suggestion," Peni concluded.

"He's not himself…" Peter tried to stand, but his entire body protested the action.

"Whoa, whoa, Pete," Peni held up his hands. "You're in no condition to go after him."

"I don't have a choice," Peter insisted. "He's gonna kill Norman. If I don't, who will?"

Peni conceded the point. "Just... just be careful, okay? And be smart about it."

"I'll try." Peter nodded.

At the Daily Bugle, Jonah was looking over pictures of Otto rampaging through the city, taken by Eddie.

"So... a guy named Otto Octavius winds up with eight limbs," he mused. "What're the odds? Now... what're we gonna call this guy?"

"Dr. Octopus?" Eddie suggested.

"No, that's crap."

"Science Squid?"

"Crap!"

"Dr. Strange?"

"That's pretty good... but it's already been taken." Jonah perked. "Wait, I got it! Dr. Octopus."

Eddie rolled his eyes. "I like it."

"Of course you do," Jonah remarked. "Tomorrow's front page: New Villain in Town: Doc Ock."

"J.J., this is serious," Eddie insisted. "He broke into Oscorp and kidnapped Norman Osborn. Eyewitnesses have reported he wiped the floor with Spider-Man while he was at it."

"He beat Spider-Man? Well... maybe he's not so much a villain after all."

Eddie raised an eyebrow. "Seriously?"

"Nobody likes a winner," Jonah insisted. "The people are our market, and the people want their heroes to fail. Makes them feel better about themselves."

"Them? Or you?"

"I don't pay you for your opinion, Brock. I pay you for news! Put a spin on this: Doc Ock: the man who beat Spider-Man."

"All you've done since Spider-Man first appeared is try to make him look bad," Eddie snapped. "He's trying to help people, not hurt them. What you're doing is slander!"

"It isnot! I resent that!" Jonah objected. "Slander is spoken. In print, it's libel."

Eddie sighed in exasperation before storming out, sitting at his desk. He turned to Whitney.

"I'd say trying to reason with J.J. is like talking to a brick wall... but then I remembered one thing," he said flatly. "Brick walls don't talk back or insult you for not sharing their opinion."

Meanwhile, Arthur sat sullenly by his mother in her hospital room. She was wrapped in bandages and casts, hooked up to an IV and a breathing machine. As he held her hand, hoping for any reaction, he heard someone gently rapping on the window. He jumped when he saw it was Spider-Man, then carefully opened the window.

"Spider-Man?" Arthur asked. "What are you doing here?"

"I wanted to talk to you," Spider-Man replied. "It's about your dad."

"He's not a bad guy. He's just... confused."

"I know. And I want to help him before he hurts someone."

Arthur stepped back, allowing Spider-Man to enter. Spidey looked at the comatose Olivia, sighing before turning to him.

"First of all, I want to tell you I'm sorry about what happened. I tried to stop the reactor before anyone got hurt, but... I guess I just wasn't fast enough."

Spider-Man nodded, taking a deep breath.

"Look... I know this isn't gonna be easy for you to hear, but your dad just broke into Oscorp and kidnapped Norman Osborn. I need to find him and stop him before he does something he'll regret."

Arthur took that in, sitting down with a sigh.

"Is there any place you know of he could've taken him?" Spidey asked gently. "Anywhere at all?"

Arthur thought for several minutes, before standing up.

"There's an old warehouse he owns on the East River. Nobody knows about it but me, him... and Mom. It's the most likely place he'll be."

"Thanks," Spider-Man nodded. "I promise I'll do what I can to help him."

With that, he jumped out the window, swinging into the night.

At the warehouse in question, Otto threw Norman into an old crate, smashing it to splinters. He pulled himself up, shaking out the cobwebs.

"If you're expecting an apology, Otto, I'm afraid I'm going to have to disappoint you."

"I don't want an apology. I want the truth to come out!" Otto held up a camera phone as he snatched Norman up again, clearly recording. "You stole my company, Norman. My ideas. Everything you have is built on lies.LIES!"

"You want the truth?" Norman asked, defiant. "Fine. The truth is, you were only ever worth a damn when you worked for me. The truth is you could never accept that I'm better than you! You're a failure, Otto! And you always will be!"

Otto let out a furious roar, tossing Norman to the ground and preparing to impale him, only for a webline to catch it.

"That's enough of that, Ock!"

Otto scowled to see Spider-Man at the window.

"You again?!" he shouted. "How did you find this place?!"

"Arthur's worried about you," Spider-Man informed him. "He wants you to come home. Get help."

"The only help I need is ensuring that Norman Osborn pays for his crimes!"

He lashed out at Spider-Man, forcing him on the defensive. Norman took the chance to slip away.

"Why do you insist on getting in my way?!" Otto ranted. "Osborn is a cheap, greedy, hypocritical, thieving piece of filth, and New York would be better off without him!"

"I don't pick and choose who I save!" Spider-Man shot back. "With great power comes great responsibility!"

"Then you will die a fool!"

Otto shot his arms out at Spidey, forcing him to leap over them. Before he could reach Otto, two of his arms shot out and grabbed him by the wrists, flinging him out of the warehouse. He shot a webline and swung through a window back inside, colliding hard with Ock.

"Otto, please!" Spider-Man pleaded. "Your inhibitor chip was fried! Those arms have turned you into something you're not! Don't listen to them!"

Otto just snarled in response.

"What happened to the man you were?!" Spidey went on. "The man who spoke of intelligence as a gift to be used for the good of mankind?! A privilege?!"

Otto hesitated for a few moments, the dawn of reason seeming to return to his eyes for that brief instant before he shook his head.

"Even geniuses make mistakes from time to time."

"And what about your family?!"

Otto stopped mid-attack. Seizing the opportunity, Spider-Man kept going.

"Your wife is in a coma. The doctors aren't sure when or if she'll wake up. Your son needs you, Doctor."

Otto backed away, realizing what he was doing.

"Arthur... Liv…"

"You have people who need you, Doctor," Spider-Man insisted. "Don't throw all that away for revenge."

The tentacles waved around, seemingly resisting, before Otto focused with all his might, forcing them still.

"You're right…" he admitted. "I can't do that to my son. I won't become a monster."

Later, Peter and Peni watched the news, the report depicting Otto being taken into custody and sent to the Raft. Thinking of Arthur, Peter sighed.

"Spider-Man saved the day again, but he had to split up a family in the process. Pen... was it worth it?"

"If you hadn't, things would have been worse," Peni pointed out. "He could have killed Norman, and been sent away for life. Then Arthur really would have lost his father."

She patted his back. "It's gonna be okay, Pete. The doc will be kept in custody until they can find a way to safely remove the harness. Then he can go back to his family."

"I hope so," Peter remarked.

In his cell at the Raft, Otto was sitting quietly and reflecting on what led to this. Unbeknownst to himself or the guards outside his cell, his restrained tentacles flexed slightly, flashing red...

Chapter 7: The Sandman Cometh

Chapter by Author_Of_Insanity101, Smijes08, WindstarOsprey

Chapter Text

A seemingly peaceful evening in Manhattan was interrupted by the sound of police sirens. Flint Marko ran through the streets, the NYPD in hot pursuit. He quickly scaled a nearby fence, hoping to put some distance between him and the cops. His search for a hiding place led him into an old Fisk Industries building, where he ducked into a nearby room. The police seemed to run past him, allowing Marko to let out a sigh of relief. That was when bright lights flickered on, and he realized he was in a hi-tech looking room, standing in a pile of sand. A three-pronged device lowered from the ceiling, slowly spinning around him and stirring up the sand.

"What the…" Marko let out.

He tried running out, but he ended up colliding with one of the prongs, getting knocked back. They kept spinning faster and faster, kicking up sand and covering Marko in it. All he could do was watch in horror as he began to disintegrate. He let out one last scream before he disappeared completely, and then the machine turned off, leaving only silence…

The next day, Peter met up with Peni outside of the school, visibly annoyed.

"What's with the attitude, Pete?" Peni wondered. "Thought you'd be happier about tutoring Liz Allan."

"It's not that, Peni," Peter replied. "I'm sure you noticed how Jameson's been buckling down on trying to convince the city I'm a menace." he sighed a little. "I risk my life for Manhattan on a daily basis, and that bitter old fart just keeps thinking I'm evil and wants everyone else to do the same. I was almost pepper-sprayed by a woman I saved from a mugging yesterday, for God's sake."

"I take it that's why you've started venting to that gargoyle on that Broadway rooftop?"

"Hey, don't diss Bruce. He's a good listener. And he laughs at all my jokes."

Peni shrugged. "I suppose someone has to."

They both shared a laugh before Peter sighed again.

"Be good and good will follow," he quoted. "That's what Aunt May used to tell me. But I was good before Uncle Ben died. I was good when jackasses like Flash and Carl King used my head as a toilet brush. And I'm doing good as Spider-Man every day. I'm starting to think being good isn't good for me."

"Seems that way sometimes, doesn't it, Pete? But that's because good is hard. Bad is always easy. You didn't get into superheroing for gratitude. You got into it because it's the right thing to do. If you don't, who will?

"I know, but is it asking too much for a simple 'thank you' for the work I do?"

Peni put an arm around him.

"I get it, believe me. But it's not about appreciation. It's about responsibility."

"Still,someappreciation would be nice."

Later, in the library, Peter sat before Liz Allan, a blue-eyed brunette, a biology textbook in hand.

"See, the chapter's really about how biological systems interact." Peter explained.

Liz nodded, listening as Peter went over the details.

"Alright, I think I get it," she said at last. "But I'm stumped by this one part. What is the difference between mutualism and commensalism?"

"Mutualism is the interaction between two or more organisms where both organisms can benefit from the interaction," Peter explained. "An example of mutualism is a clownfish and a sea anemone. Commensalism is when two species interact and one benefits, but the other organism is neither harmed nor benefited."

"So... like Spider-Man and New York," Liz suggested. "He helps the city, but he doesn't get anything out of it."

That got Peter's attention. "Yeah... that's actually pretty fitting."

"Although, wouldn't that be parasitism?" Liz asked. "He's actually getting hurt. I mean, everyone is leeching off of him and all he does, but shunning him."

"Huh…" Peter let out. "I.. guess so. Didn't know you felt that way about Spider-Man."

"I started following news about him around the time he stopped my grandpa from killing Harry's dad."

Peter blinked. "Wait... that Vulture guy? Adrian Toomes is your grandpa?"

"Yeah," Liz sighed. "It sucks what happened to him. Mr. Osborn stole his tech-flight idea, and he was counting on it to help support me and my folks."

"But... you don't hate Spider-Man for bringing him in?"

Liz shrugged. "I'm not happy about it, but I can't say I blame him. Grandpa was right to be pissed at Mr. Osborn, but he went about it the wrong way."

"Yeah… I guess so," Peter agreed before clearing his throat. "Anyway, we're off-topic. We can talk more about Spider-Man later."

"Agreed. You were saying?"

Peter picked the book back up, his mood much improved at the reveal that Spider-Man had at least one supporter in the city.

Back at Fisk Industries, all was quiet. Within the machine, the sand swirled a bit, before something began to emerge from it. It began with a hand, before the upper body of Flint Marko emerged, sand falling from his limbs. He looked down at his sand form, and was shocked by what he saw. Marko stumbled out of the machine, his body fully reforming and taking on his normal appearance. It wasn't long before someone recognized him and called it in, and he soon found himself standing before a police barricade. Yuri stood behind her car, gun at the ready.

"Flint Marko!" she called. "You are completely surrounded! There's no use trying to run, so just come quietly!"

Marko scoffed. "No. I don't think so."

"We're authorized to use lethal force if you don't give up! Put your hands on the ground, or I swear I'll drop you!"

"Go ahead. Make my day."

After a minute, Yuri obliged, shooting him multiple times in the chest. They seemed to do nothing but go through him, leaving him completely untouched. Yuri could only gape in shock.

"What… what the hell?" she managed.

"Told you," Sandy particles filled the bullet holes as he made his fist grow, the grains of sand hardening into a stony weapon. "My turn."

He smashed in the hood of Yuri's patrol car, forcing her on the run.

In Peter's lab, Peni was putting the finishing touches on his utility belt, munching on a chocolate bar when the police radio they'd set up crackled to life.

"All units! Flint Marko is at it again! He's on the warpath at the corner of Lee and Ditko!(1)"

Peni immediately set down the belt before grabbing her phone, texting a message to Peter.

"Marko's on a rampage at Lee and Ditko. Sounds like he's giving the cops a run for their money."

After a moment, Peter texted back, "Kinda in the middle of something right now. Besides, Marko's a joke. Let the police handle it for a change."

Peni texted, "He's actually giving them some trouble. Ten minutes there, web him to the wall, then ten minutes back. You can do that with your mask on backwards."

A few moments passed before Peter texted back. One could almost hear the sigh in his message.

"Alright. I'm on it."

At the library, Peter pocketed his phone.

"Hey, Liz, sorry to cut this short, but I just remembered. My Aunt wants me to pick up some eggs from the store, and I gotta go before they close."

"I get it. Pick this back up same time tomorrow?"

Peter smiled. "Wouldn't miss it."

Peter headed out, ducking into the bushes before emerging in his costume and swinging away. It wasn't long before he saw Marko emerging from a jewelry store with a sack of diamonds.

"Flint, old buddy, old pal!" he called. "How ya doin'?"

"You again," Marko scoffed. "Well, you ain't gettin' me this time!"

"C'mon, Flint," Spider-Man snorted. "We both know what's gonna happen. You rob a place, I swing in and make you eat pavement, you go to jail, and we won't see each other for... about a week. Then we do the same thing all over again."

"Not this time, Bug-Boy."

Spider-Man sighed. "Guess some people are just too stupid to quit."

He jumped down, throwing a punch... only to be surprised when his fist went right through Marko's torso, spraying sand everywhere. Before he could pull it out, sand filled in the hole, trapping his arm.

"Aw, is the big-shot hero stuck?" Marko taunted. "Well, let me give you a hand!"

He placed his palm on Spider-Man's chest, shooting out a burst of sand that sent the web-slinger flying back into a wall. He pulled himself up, rubbing his head.

"Am I losing my mind?" he let out. "Did you just turn into…"

"Sand?" Marko offered. "Yep."

Spidey blinked. "Uh... since when are you not a laughingstock?"

"Since about last night, give or take a few hours," Marko raised his hand, forming it into a rocky mace. "Now, time to squish the Spider."

Spider-Man quickly leapt out of the way just as the mace landed.

"Neat, huh? Flint Marko may have been a joke, but soon, everyone's gonna respect the name: Sandman!"

"Sandman?" Peter asked. "What, you gonna start visiting people in their rooms at night and sprinkle sand in their eyes to get them to sleep and dream? Laaame."

"Dreams? Nah, what I can do is the stuff of nightmares!"

Spider-Man shot out weblines, trying to wrap him up, only for Sandman to evaporate, slipping through it with ease before reforming. After a minute, he leapt up, landing a jumping kick to his face, only for his foot to slam into what felt like a sheet of bedrock. His eyes widened in pain as he clutched his battered toes

"See what I can do now? You can't hurt me, Spider-Man. But I can hurt you!"

Spider-Man was soon forced on the defensive as the Sandman came at him, swinging with rocky fists, maces, and hammers. Eventually, the Sandman dissolved into a pile of sand, swarming around Peter and trapping him before forming into a sandy guillotine.

"Off with the web-head!" Sandman boasted before laughing evilly.

Thinking fast, Spider-Man fired two web lines at a nearby wall and yanked hard, pulling himself and Sandman into it. As the Sandman collapsed and reformed, Peter wracked his brain for a solution. Soon, his eyes fell on a nearby fire hydrant

"Physics 101, Marko!" Spider-Man called out. "What happens when you mix sand with water?"

He shot out a webline, catching the hydrant and pulling with all his might. The hydrant snapped open, spraying Sandman down with a torrent of water. He yelled as he soaked up the water like a sponge, the pressure tearing into him.

"What's wrong, Marko? Can't take the-"

Sandman cut him off by backhanding him with a spiked hand. He crashed into some trash, holding his head in pain. Spider-Man went wide eyed when he felt his bare face. He looked in a nearby window, seeing the Sandman's attack had torn off a good portion of his mask, exposing the lower half of his face and some hair.

"Crap!" he let out. "Can't risk Sandman seeing my face!"

He quickly leapt onto the wall and started crawling away.

"Yeah, you better run, Spider-Punk!" Sandman taunted. "Next time I see you, you ain't gonna be so lucky!"

Later, at Peter's lab, he explained what had happened to Peni while stitching up his mask with a sewing machine. He sighed.

"Worst thing about having a secret identity? You can't ask someone else to do your sewing."

"Hey, don't look at me," Peni replied. "I make gadgets, not sweaters."

Peter shrugged before getting back to work.

"So... Marko's upgraded to supervillain?" Peni asked.

"Yeah," Peter nodded. "Considering sand doesn't have DNA, we can rule the Neogenic Recombinator out."

"So how are you gonna beat up a beach?"

"Giant vacuum?"

Peni snorted, before her expression turned serious.

"That... might not be such a bad idea, actually."

"I was joking, Pen."

"I'm not. Marko's body has the properties of sand. He turned into mud when you ripped open that hydrant, right?"

"Yeah…" Peter recalled.

"So he can probably be sucked up into a vacuum cleaner, like dust."

Peter nodded. "Okay, makes sense."

He kept that idea in mind as he continued stitching up his costume.

Across town in his highrise, a shady man watched security footage of Flint Marko being turned into the Sandman, followed by his fight with Spider-Man on Lee and Ditko. Hammerhead stood off to the side.

"Interesting." he mused.

"Word is this guy would've crushed the web-head if he hadn't bailed," Hammerhead reported.

"Spider-Man's activities have become quite an inconvenience for us as it is," the man remarked. "This... Sandman could prove quite the asset."

"You want me to arrange a meeting?"

"Yes. At Montana's club. Whatever the outcome, it works out in our favor."

Hammerhead nodded. "Of course. Either Sandman agrees to work for you, or he goes off on his own and squashes Spider-Man for us. Either way, you win."

The figure smirked in response.

"That, Hammerhead, is why I'm the Kingpin."

After sending Spider-Man packing and drying himself out, Marko headed for his usual pit stop: the Bar with No Name, a go-to hangout for most seedy crooks and thugs in Manhattan. As he sat down and ordered a drink, another man sat down next to him.

"Flint Marko, I presume? Or Sandman, whichever you prefer."

Marko turned to him. "Who wants to know?"

"They call me Hammerhead. Maybe you've heard of me. Right-hand man of the Kingpin?"

Everyone in the bar stopped what they were doing upon hearing that name.

"Yeah…" Marko said after a minute. "I've heard of him. What does he want with me?"

"We have a common foe in Spider-Man. The bug has been sticking his nose into our business, and the Big Man doesn't like that. Not. One. Bit."

"Yeah, that still doesn't answer my question. What does that have to do with me?"

"It's simple. The Kingpin wants to extend a job offer. Mutual benefits, the pay's good. And think about this; whatever happened to you, you've got power no one else got. Not even Spider-Man. Now you can get revenge for all those times the web-head put you behind bars."

"Yeah…" Sandman mused before shaking his head. "Hey, wait a minute! Revenge is for chumps. I don't care about Spider-Man! All I want is a big score! And with these powers, I can get it too!"

He looked Hammerhead in the eyes. "Sorry, pal. But I don't work for anyone.

Tell the Kingpin to take his offer and shove it."

Several people gasped at Marko's audacity. Hammerhead seemed annoyed at first, before shrugging.

"Suit yourself. The boss said there was a possibility you'd refuse."

Sandman blinked. "That's it? No threat? No 'you're making a mistake?'"

"Everyone plays into the Kingpin's hands, whether they know it or not," Hammerhead replied. "It's just a matter of time. Besides, if you sent Spider-Man running for the hills, what exactly can we do to you for refusing?"

Sandman smirked. "Not a damn thing."

"In any event, the offer stands," Hammerhead stood up. "At the very least, consider the Big Man's proposal. It may very well lead you to the big score you've been after."

He departed, leaving Sandman to his drink.

The next afternoon, a bus pulled away from Midtown High. Peter was slumping lazily in his seat when he felt goosebumps rise on his arms, the hairs standing on end. He perked before looking out the window, seeing a massive cloud of sand flying after an armored truck. He turned to Peni, who was listening to J-pop music on her iPod, and elbowed her to get her attention.

"Pen, Marko's at it again," he whispered. "I need you to cause a distraction."

Seeing the sandstorm out the window, Peni nodded. Her eyes rolled back into her head as she clutched her temples.

"Ugh…" she groaned. "I don't feel so hot…"

She collapsed into the aisle, eyes closed, which got everyone's attention As everyone gathered around Peni, Peter slipped out the slipped on his mask and quickly swung off, pulling off the rest of his street clothes to reveal his costume as he went.

-X-

Spider-Man reached the truck just as the sandstorm swept into the truck. The driver's side door opened, tossing the driver out into the street as Marko took the wheel. Peter landed atop the truck, and narrowly managed to avoid a sand-spear that stabbed through the roof. He quickly leapt down and kicked through the driver side window.

"Surprise!"

He knocked the Sandman back, slamming him into the passenger side door before landing several punches to his face. Marko caught the third punch, chuckling

"Question, web-head." he began. "If I'm over here... who's driving?"

Peter blinked before turning to see the empty driver's seat, no one at the wheel as the truck began to swerve out of control.

"...I'm gonna chalk that up to poor planning."

-X-

The truck swerved into a construction site, crashing through the gate hard. Spider-Man was thrown from the vehicle, bouncing across the ground before skidding to a stop. He pulled himself up, his head spinning.

"Yes, Aunt May," he let out dazedly. "I'd love another stack of wheatcakes."

He shook his head, trying to clear it as the Sandman swarmed out of the car. Before he could react, he was suddenly grabbed by a sandy fist. Sandman pulled him closer, his free hand morphing into a spear.

"Any last puns or quips before I gut you like a fish?" he asked.

"Just one…" Peter replied. "Ever consider changing your name to the Human Litterbox?"

Sandman scowled. "Why, you little...!"

He made to impale Spider-Man, who quickly caught the spear, using the point to slice through Marko's sandy fingers and free himself. Spider-Man quickly backflipped onto a nearby wall and began webbing him up. Sandman just laughed.

"You really thought this'd work?" He disintegrated before reforming, free of the webs. "Spider tricks don't work on the Sandman. But Sand tricks work on the Spider-Man!"

He turned into sand and moved under a pile of girders, springing up and sending them flying at Spider-Man.

"Oh, crap…"

He jumped off the wall, but was unable to dodge before the girders landed on him and pinned him down. As the Sandman advanced on him, Peter heard a scream, and turned to see one of the stray girders was falling toward a little girl near the site. He gasped before managing to fling the girders off of him, running at full tilt toward the girl and tackling her out of the way just as it hit.

"You okay?" he asked the girl in his arms.

"Yeah…" she let out, nodding.

Peter stood up, the kid in his arms as her parents ran over.

"Taina, don't just wander off like that!" the mother screamed. "You scared us to death!"

Spider-Man handed the girl over, the mother hugging her in relief. "God bless you, Spider-Man…"

"Thank me later. Just get away from here."

Spider-Man then swung back into the site, ready to fight Sandman again.

"Y'know, I hadn't planned on comin' after you," Marko admitted. "But you just insist on being the cloud hanging over my sunny, sandy beach! It's time to change the weather… for good!"

"You can come after me all you want, Marko," Peter snapped. "But when you attack innocent kids inmycity, that's when I get mad!"

He snatched up a girder, swinging it down with all his might and smashing Sandman into the ground. Spider-Man managed to swing on top of a girder as Sandman recovered.

"Come on, Sandman!" he shouted. "Show me what you got!"

"You asked for it, bug!"

"Better yet,I'llshowyou!"

He grabbed the girder he was standing on top of, slamming it on top of him. Sandman immediately reformed, decking him as his hands turned into hammers.

"Boy, you sure showed me," he scoffed. "I can keep this up all day! Can you, web-head?"

"Actually, I have a dentist appointment later. So if you could just give up now…"

Instead, Peter was pinned to the wall, the Sandman preparing a hammer strike.

"Bet you never saw this coming." Marko gloated.

At that very moment, they heard an engine going, and both turned to see Peni leaping over the fence on a dirt bike. In mid-jump, she leapt off of the bike, sending it flying into the Sandman's face and knocking him away from Spider-Man. The minute he was free, Peter shot a webline, swinging to grab Peni and taking her to a higher level.

"Peni?!" he exclaimed. "What are you doing here?!"

"I was in the neighborhood," Peni replied. "Thought you could use a hand?"

"You could have been killed!"

"How's that different from what you do everyday?"

Peter sputtered in response.

"I heard what was going on through the police radio. I don't care if I don't have any powers or not. You're my friend, and I'm here to help."

They looked down, seeing Sandman beginning to reform.

"Okay, no giant vacuum," said Peni. "Anything around here we can use to stop him?"

Spider-Man looked around, seeing the cement mixer nearby.

"That," he said. "Get into the mixer, and get ready to move on my signal."

"I'm on it. Hope nobody wants to see my union card."

Peni hurried over to it as Peter jumped down to face Marko.

"It's over, Spider-Man," Marko swore. "When you were the only one with powers, you had me beat. But now, King Sandman reigns supreme!"

"Your Majesty…" Spider-Man bowed mockingly. "I'd get down on my knees to kneel, but the floor's kinda dirty."

Sandman swung at Spider-Man, but he quickly leapt out of the way and swung near the cement truck. Peni powered it on, giving him a thumbs up as Peter got Sandman into position.

"But here. Allow me to build a statue in your honor."

He shot a webline, snapping open the nozzle of the mixer and splashing Marko with quick-dry cement. It rapidly hardened, leaving him stuck in place. Peni got out of the truck, blowing a kiss at it.

"Not bad," Peni mused. "Not great, but not bad."

"Eat your heart out, Michelangelo," Peter lifted up his mask, spitting out some sand. "Now to dig the sand outta my costume."

At the Parker house, Aunt May waited in bated breath for any sign of Peter after hearing of the Sandman's rampage. The door opened to reveal Peter himself, battered, bruised, and covered in sand. Aunt May got to her feet, going to hug her nephew, but he held up a hand before sheepishly pulling a carton of eggs out of his backpack.

"Got caught up taking pictures of Spider-Man at the construction site," he explained. "Almost forgot to pick these up on my way home."

May just looked at him blankly for a few minutes. Peter half-expected her to start tearing strips off of him... but then she suddenly just burst into laughter, covering her mouth.

"Sorry. It's just…" she managed before cracking up even more, setting the carton to the side. After a few minutes, Peter couldn't help but join her. Before long, they were leaning on one another for support, letting out deep, unrestrained belly laughter at the absurdity of the situation.

A few days later, after turning the photos in to Jonah and collecting his paycheck, Peter was headed out when Whitney intercepted him.

"Peter, glad I caught you," she greeted. "Random question, but you think you'll be seeing Spider-Man anytime soon?"

"He comes and goes at random," Peter replied. "No telling when he'll show up. Why?"

Whitney handed him an envelope. "This is from the parents of that little girl he saved at the construction site. They asked us to give it to Spider-Man next time we see him."

Peter took the envelope. Moving off to the side, he opened it up and saw a crude drawing of Spider-Man. Written in the corner were the words "Thank you, Spidey," and on the back were the words "From Maria Taina Elizando, your biggest fan." Peter looked the drawing over again and again, his disbelief slowly being replaced with happiness.

Later, at his lab, Peter pinned the drawing to the wall, himself and Peni looking it over.

"So…" Peni began, "still think being good isn't good for you?"

"Not gonna lie," Peter began. "It can be thankless, and the rewards are small, if any."

He looked at the picture, a smile slowly spreading. "But in the end... it's little things like this that make it all worth it."

Chapter 8: Sting of the Scorpion

Chapter by Author_Of_Insanity101, Smijes08, WindstarOsprey

Chapter Text

It was Friday evening in New York. After webbing up a group of thugs, Peter changed back into his street clothes and began heading home. As he went, however, his spider-sense went off. Stopping short, he looked to see an older, overweight man with blonde hair a distance behind him on the same street. After a block or two, he looked again, confirming the man was indeed following him.

"Picked up a tail, huh?" he muttered to himself. "Well, shouldn't be too easy to shake him."

Peter quickly ducked into an alleyway and climbed up the wall before the man could reach him. The man looked around for several moments before giving up and walking away. Peter waited a few minutes before looking around and seeing he was gone.

"Who was that guy?" he pondered before shrugging. "Eh, just some creep, most likely. I'll worry about it in the morning."

The next day, Peter showed the photos to Joe "Robbie" Robertson, editor of the Daily Bugle.

"Peter, these photos are amazing," he remarked. "In all my years as editor, I've never known a photographer as resourceful as you."

Peter smiled at that. "Thanks, Robbie."

"I don't know how you get these shots."

"Me neither."

They turned to see Jonah enter.

"You're always in just the right place at just the right time," Jonah went on. "What's your secret, Parker?"

"It's nothing major, Mr. Jameson," Peter said simply. "I just have a good telephoto lens, and a lot of experience at my school's photography club."

"Go ahead, keep your secrets," Jonah decided. "But I'll figure it out. Sooner or later."

"Uh, preferably later," Peter decided. "Much later."

Peter then slipped out of the office, letting out a breath. With that done, he went over to the coffee pot, snagging a cup of coffee as Eddie did the same.

"J.J. giving you a hard time again?" he asked.

"Who doesn't get a hard time from him?" Peter said flatly. "The guy creates more hostile work environments than John Kricfalusi (1). I bet he can't even stand himself. Though that'd make sense."

He and Eddie shared a laugh as Jonah exited Robbie's office and headed for his own. With that, Peter finished his coffee and excused himself to Eddie. As he walked to the elevator, he saw the same man tailing him from last night walk out and past him.

"Him again," he muttered. "What's he doing here?"

He watched as the man entered Jonah's office, his eyes narrowing.

-X-

In Jonah's office, the man stood before him, rubbing the back of his head.

"I dunno how the Parker kid gave me the slip," he remarked. "He must've spotted me or something."

"Gargan, you've got to be the most useless PI I've ever met," Jonah spat.

"Hey, I've been doin' my best, Mr. Jameson!" Gargan defended.

"Your best blows," Jonah sighed. "Parker must know Spider-Man. It's gotta be how he gets those photos. How hard could it be to follow him to Spider-Man's hideout?"

Unbeknownst to the two, outside the building, Spider-Man was perched just above the window, listening.

"So that's what old Chimney Lungs is up to." he muttered.

As Jonah gave Gargan his paycheck, they heard a voice.

"Is this a private party, or can any wall crawler join in?"

They turned to see Spider-Man on the ceiling.

"Why you-" Gargan tried to attack him, but Spider-Man cut him off by webbing him to the wall. With that, he turned to Jonah.

"And for the record, I barely know Peter Parker, and he sure as hell doesn't know where my hideout is. He's just some nobody geek from Queens who caught me after a fight with some thugs and made a deal to take photos of me."

"So you're just using my employees to get free press!" Jonah hissed.

"Believe me, I'm paying every time you open your mouth," Spider-Man shot back. "So read my webbed lips: get off my case."

Jonah went pale at hearing that, before scowling.

"Forget it, Spider-Man! I won't let it happen again!"

"Just what's your beef with me anyway, Jameson?"

"You really wanna know?!" Jonah pointed an accusing finger at the web-slinger. "You hide behind a mask, act above the law. I lost my wife Joan to a man just like that!"

Spider-Man took that in solemnly.

"Sorry for what happened to your wife," he said after a minute. "But a little word of advice: stop making your baggage other people's problems, stop taking it out on me, and deal with it in therapy. You hear me?"

"Yeah…" Jonah said solemnly. "I hear you."

"Wonderful. Till next time, kiddies!"

He hopped out the window, swinging away.

"Huh…" he muttered. "Guess there's more to jolly JJ than meets the eye."

-X-

Jonah took a look at his wedding photo, his fists clenching.

"It won't happen again…" he swore.

With that, he turned to Gargan, who was trying to tear free of the web.

"Damn spider-freak, making a monkey outta me…" he hissed. "I'll show him a thing or two."

"How'd you like the chance to do just that?" Jonah asked. "Make a real name for yourself?"

"As the man who took down Spider-Man? I'd kill for the chance."

"Well, it just so happens I have a trick up my sleeve that will get that web-slinging menace outta my hair for good," Jonah picked up the phone on his desk. "Get me Oscorp. I wanna talk to Norman Osborn."

Later, Jonah and Gargan were led into the genetics lab, where the Neogenic Recombinator sat, a man with brown hair and matching beard working on it.

"Lucky for you, Jonah, I've had my eye on Spider-Man for quite some time," Norman remarked. "And Professor Stillwell here has the solution to both our problems."

"Well, let's see it then," Jonah insisted.

Norman smiled, bringing up a green bodysuit, equipped with a seven-foot mechanical tail.

"First, the battlesuit. A Nomex survival suit. Originally intended for advanced military use, but even SHIELD found it too expensive, so it's been gathering dust here for a while."

"Well, considering what I paid for it, I'm not surprised." Jonah deadpanned.

"Relax, Jonah," Norman assured. "This will do just the trick to help us deal with Spider-Man."

As Gargan donned the suit and stepped into the Recombinator, Jonah turned to Norman.

"Why exactly do you insist on taking Spider-Man into Oscorp custody once Gargan's done with him?" he asked.

"Simple, really," Norman replied. "I want to study him. Find out what gave him his powers so we can prevent anything else like it from happening again."

"Fair enough," Jonah shrugged. "As long as Gargan takes him down, I could care less."

They joined Stillwell at the computers as he inserted some form of serum into the Recombinator's loadout. As it powered on and bombarded Gargan with its rays, Gargan gulped.

"Doc, what's going on? What's happening to me?"

"Easy," Stillwell assured. "It's just the radiation."

That gave Gargan a scare. "Ain't that stuff dangerous?"

"Not for someone with your limited intelligence," Stillwell deadpanned.

"You asked for this, Gargan," Jonah remarked. "Don't chicken out on us now."

"I'm not chickening out," Gargan retorted. "I just don't like being shot with radiation."

His body began to shift, becoming taller and more muscular to fill out the battlesuit.

"What's going on?" Jonah asked.

"Easy," Norman assured. "He'll be fine."

"The Neogenic Recombinator is restructuring Gargan's DNA to match that of a scorpion," Stillwell explained. "You asked for an answer to Spider-Man, so I chose to use a scorpion, the spider's natural predator."

He turned off the radiator, and Gargan stepped out, taller, more muscular, and more powerful than ever. Jonah grinned.

"Spider-Man will at last meet his match."

At Peter's lab, he was doing some routine maintenance on his web-shooters as he explained what happened at the Daily Bugle to Peni on the phone.

"So, let me get this straight," Peni began. "Jameson hired a private eye to track you in the hopes of finding Spider-Man, and in response, you busted into his office in costume to threaten him into backing off?"

"That's pretty much it," Peter confirmed.

Peni sighed. "Pete, he already thinks you're a public menace as it is. You do realize that busting into his office to antagonize him isn't gonna make his opinion of you any better, right?"

"Let's be honest, Peni," Peter said. "Nothing I say or do is ever gonna change that guy's mind. This was the only way I could divert his suspicions away from me. And for the record, I don't really give a rat's ass what he thinks of me. I'm not doing this for gratitude."

"Even so, you shouldn't stoop to his level. You're better than him. Act like it."

At that moment, the police radio crackled to life. Peter turned the dial, listening in.

"All units requested for a public disturbance in Times Square. Suspect described as a man in a scorpion-themed suit."

"That can't be good." Peter muttered.

"You better go."

Peter quickly suited up and hurried out.

In Times Square, Gargan was on what could only be termed a rampage. People were running in fear as he hurled things around, punched holes in walls, and overturned cars.

"C'mon, Spider-Man! I know you're out there! The longer it takes you to show up, the more stuff I break!"

As he smashed in a car's hood, he looked around.

"What's the matter? Chicken?!"

"Let me guess…"

Gargan was suddenly wrapped up in webbing.

"This is the part of the PSA where I call you a Turkey, right?"

As Spider-Man landed on a streetlamp, Gargan used the spike on his tail to rip free.

"So what's your story?" he asked. "Stung by a radioactive scorpion?"

"Wouldn't you like to know!"

Scorpion swung his tail at the lamp, knocking it over and forcing Spider-Man to leap off.

"Yeah, actually. That's why I asked."

The Scorpion aimed his tail at Peter, shooting a stream of acid that he narrowly managed to dodge.

"Don't hate me, Spider-Man. I just wanna melt your face!"

"Please don't. I'm on an acid-free diet."

As he dodged another acid shot, Spider-Man clung to the wall, seeing he had vanished. Spidey looked around before his spider-sense went off, and he looked up to see Scorpion crawling towards him. He threw a punch, Peter dodging and beginning to swing away.

"You ain't gettin' away that easy!"

He leapt from the wall at Spider-Man, who had just enough time to turn his head before Scorpion snapped the web-line like a toothpick. Spider-Man crashed onto another rooftop, where Scorpion leapt to confront him. Scorpion blasted some more acid at Spidey, but the web-head quickly dodged.

"Just who are you, anyway?" Peter demanded.

"Arealhero, unlike you."

Spider-Man scoffed. "If you wanna join the Fantastic Four, you're in the wrong neighborhood."

Scorpion just swatted him with his tail. Peter went flying into a water tower, slamming into it back first. Cackling, Gargan advanced on him before shooting acid at him again. Spider-Man dodged, the acid hitting the water tower's support beams instead, eating through the legs. Peter saw the tower fall, but not in time to get out of the way as it toppled on top of him, bursting open and knocking him senseless.

"Yes!" Gargan laughed. "I beat Spider-Man! Taken out by the one and only Scorpion! Now, let's see who's under that mask."

He leaned down, preparing to yank off Spider-Man's mask when he suddenly recoiled, a wave of pain hitting his body. As he watched in the puddles left by the water tower's destruction, his upper torso swelled with muscle, his fingers started forming into claws, his skin turned green, and his eyes turned yellow as he grew a few feet.

"No... I've become a freak... a monster!" he scowled in rage. "Jameson, you slime... you tricked me!"

Spider-Man just groaned in pain, quickly zipping away as Scorpion let out a cry of agony. He stood up with a howl of rage.

"I'll kill you for this, Jameson!"

He stormed off, determined to get his revenge.

At the Bugle, Jonah was watching news coverage of Scorpion's fight with Spider-Man alongside Whitney, Eddie, and Robbie. Jonah's triumph at Spider-Man's defeat was soon replaced with horror as Gargan went on a rampage, smashing through the city with furious roars.

"Jesus Christ…" Jonah let out. "What have I done?"

All eyes were on him at that.

"You?" Robbie asked. "J.J., what are you talking about?"

"Robbie... I helped create that thing."

"You did what?!" Eddie screamed.

"I went to Oscorp, and paid them to make the Scorpion," Jonah confessed before shaking his head. "It wasn't supposed to be this way! He was supposed to be a counter to Spider-Man!"

"Is that the only reason?" Whitney questioned.

Jonah sighed. "Years ago, a crime boss warned me to back off a story, but I refused. They sent a masked hitman after me. He didn't get me, but he shot Joan, my wife. So I swore to keep this city safe from people who hide behind masks and think that they're above the law."

"So that's why you hate Spider-Man so much." Robbie realized.

"Yeah, quite a sad story you got there, J.J.," Eddie scowled in a rage as he pointed at the image of the Scorpion on TV. "Except that's exactly what the thing you helped create is doingright now, you f*ckingIDIOT!This is all onyourhead!"

Jonah whirled on him, scowling.

"How was I supposed to know this would happen?!" he demanded. "It's not my fault Osborn was so hungry for my money that he didn't take proper precautions!"

"Doesn't matter, Jonah. You paid for this Scorpion to be made in the first place," Eddie scoffed. "How ironic. To protect the city against apossiblemenace, you made anactualone."

Before long, Jonah's anger subsided, and he collapsed in his chair.

"You're right, Brock…" he admitted. "I've made a horrible mistake…"

Jonah made his way to Oscorp, heading for the genetics lab. He stopped short at the sight of Curt Connors in the middle of a heated argument with Stillwell and Norman.

"I warned you, Farley!" Dr. Connors shouted. "I told you both again and again that Neogenics was too dangerous and experimental to use on a human being! But you didn't listen! Well, look at where we are now!"

"You were right," Stillwell sighed. "I just... I never imagined it would turn out this badly."

"Well, maybe you should have!" Jonah snapped, getting their attention. "Gargan's going berserk!"

"Like you were picking daisies, Jameson!" Norman shot back. "You footed the bill to turn him into that thing in the first place! 'Spare no expense.' Those were yourexactwords!"

"Enough!" Connors cut in. "Pointing fingers and deflecting blame isn't going to fix this mess."

All of a sudden, the wall busted open, allowing the Scorpion to break through. He advanced toward them before grabbing Stillwell by the collar.

"Look what's happening!" he roared. "Fix me! Turn me back the way I was!"

"I… I can't!" Stillwell managed. "The process is regenerating exponentially, like a nuclear chain reaction! It's too far out of control!"

Gargan winced in pain before tossing Stillwell aside and turning on Jonah.

"You did this to me!" he shouted. "Turned me into a monster so I could do your dirty work and kill Spider-Man! You ruined my life, Jameson! Now I'm gonna put an end to yours!"

Jonah turned to run, but didn't get far before he was wrapped up in the Scorpion's tail, Gargan retreating with his hostage.

Later, Peni was treating Peter's wounds as they watched the news report, NYPD helicopters chasing Scorpion as he fled with Jameson in his tail.

"Damn it…" Peter cursed. "I gotta go after them."

"At the risk of sounding like a bitch... why?" Peni asked.

Peter turned to her, surprised.

"Look, I know that sounds cruel, especially coming from me," Peni admitted. "It was one thing when Jameson was just trash-talking you, Pete. But it's a whole other thing when he helps make a Neogenic mutant specifically to kill you. If we let the Scorpion tear him to shreds, it'd serve him right."

"Peni, I don't pick and choose who I save," Peter insisted. "The last time I didn't intervene in a crime when I could have made a difference, Uncle Ben was shot and killed in his own home. It's not about appreciation. It's about responsibility."

Peni took that in, nodding.

"Like you said before, I'm better than him. It's time I acted like it."

"Then you better get back out there." Peni decided.

Meanwhile, Gargan was heading for Oscorp's nuclear plant, Jonah still in his clutches.

"Radiation made me what I am now," Scorpion mused. "So I'm gonna use it to change me back into who I was. All I gotta do is punch a hole in the reactor, and I can get at it."

"Are you insane?!" Jonah screamed. "You'll unleash radiation on the whole city! Turn New York into the new Chernobyl!"

Scorpion just dropped him.

"I missed the part where that's my problem."

"It's right here!"

Scorpion turned to see Spider-Man kicking him in the face.

"A nuclear reactor…" Spidey sighed. "Why don't villains ever pick bakeries to invade?"

Scorpion jumped to his feet.

"Why do you even care about Jameson?!" he demanded. "He's turned half the city against you! He made me specifically to kill you!"

"For the record, I don't like him, or particularly care about him," Spider-Man clarified. "That doesn't mean someone I don't like deserves to get killed."

"Actually, it kinda does."

"Not to me!"

Spider-Man leapt forward and tackled Scorpion. They grappled, punching and kicking.

"Obviously, your mutation affected more than your body, Scorpion!" Spider-Man shouted. "You crack open that reactor, you'll blow up the entire city!"

"Who cares, as long as I get what I'm after?!"

He swung his tail, whipping Spider-Man's fist. He recoiled, clutching his battered hand.

"Ow!" Spidey yelped. "What are you made of, adamantium?"

Scorpion grabbed him in a bear hug, beginning to squeeze the life out of him.

"Affectionate... aren't ya!" Spider-Man managed before headbutting him.

Gargan recoiled before tossing him aside. He was about to spray him with acid when the unthinkable happened: Jonah charged in, ramming him with his shoulder and causing the shot to go wide.

"Seriously?" Scorpion demanded. "You wanted Spider-Man dead, and now you're risking your puny life for his? Why?"

"Because you're a greater evil!" Jonah shot back. "And as much as I hate to admit it, he's the only one who can stop you!"

Spider-Man perked in surprise.

"Hold the phone…" he let out. "Did I hear that right? J. Jonah Jameson's onmyside?"

Scorpion readied his tail to strike Jameson, but Spidey webbed it before he could.

"Yeah, go ahead and use the radiation to turn back!" Jonah declared. "You'll go back to being a pathetic nobody like you were before!"

Scorpion tore his tail free, grabbing Jonah by the collar.

"Stop calling me names!" he shouted. "People have been makin' fun of me my whole damn life, and I ain't gonna take it anymore!"

Seeing this reaction, along with an electrical outlet nearby, Spider-Man got an idea. He threw a rock at his head to get his attention.

"You don't like names, huh? Well that's too bad, frogface! 'Cause to me, you're nothing but a two bit, no account, second rate, sewer-breathed baboon with the brain of a pigeon and the face of an eel!"

Scorpion let out a roar, dropping Jonah before swinging a punch at him, prompting Spidey to leap out of the way before he hit the outlet. The electricity coursed through his body, eliciting a scream of pain before he dropped to the ground. Spider-Man immediately webbed him up.

"I knew I should have never left Brooklyn…" he grumbled before passing out.

With that, Spider-Man turned to Jonah.

"Thanks for the help, J.J.," he said. "So... I take it it's too much to hope for that things'll be different between us from now on?"

Jonah hesitated before scoffing.

"You wish," he retorted. "This doesn't change a thing, Spider-Man. I still won't rest until you've been unmasked... and eliminated."

Spider-Man shrugged.

"Eh, it was worth a shot. And I won't rest until you've shaved that stupid Hitler mustache, so we're even. But either way, thanks for saving my life."

With that, he swung off into the city. Jonah scowled, turning away indignantly. Once he was certain Spider-Man was gone, however, he gave a small, secret smile.

The next day, Jonah nearly swallowed his cigar as he saw the next Daily Bugle paper, which revealed the Scorpion's defeat, as well as Jonah's role in his creation. He slammed the paper down, glaring at Eddie.

"You sold me out on my own paper?!" he demanded.

"I printed the truth," Eddie said simply. "You crossed a line, J.J. Besides, that's your number-one rule: don't color the truth and leave out facts."

"What I did was done-"

"With the best intentions, I know. But some of the worst things imaginable have been done with the best intentions. That's what the road to Hell is paved with."

After a few tense moments, Jonah sighed, rubbing his eyes.

"Under normal circ*mstances, I'd fire you," he remarked. "But you're right. I crossed a line, this is the result. Now I need to deal with the consequences."

"Start by finding a good lawyer. I suggest Matt Murdock. And next time you think of creating a mutant or monster to take down Spider-Man, maybe just don't."

With that, he walked away, leaving Jonah to reflect on his actions. After a minute, he sighed, picking up his phone and dialing a number.

"Hello, this is J. Jonah Jameson. Is this Nelson and Murdock?"

Chapter 9: Double Trouble

Chapter by Author_Of_Insanity101, Smijes08, WindstarOsprey

Chapter Text

A peaceful evening found Spider-Man swinging around Manhattan, unaware of a helicopter containing three men in black catsuits following him.

"Strangest damn gig the Big Man's ever slid our way," one of them mused, his voice thick with a Southern accent. "We're flyin' with the freaks now, boys."

Nonetheless, he got a target lock on Spider-Man, preparing to fire as the hero remained seemingly oblivious to the threat looming ahead.

"If I didn't have web-slinging to help me relax, I'd be wound up tighter than a-" Peter was cut off by the familiar tingle of his spider-sense. "Now what?!"

The helicopter opened fire on him, forcing Spider-Man to dodge and weave.

"Great," he sighed. "Who wants to kill me this time?!"

The chopper suddenly fired a net, snagging Peter and sending him plummeting. He narrowly managed to slow his fall with a webline, crashing down on a helicopter pad on the top of a skyscraper. The helicopter hovered above him, two men sliding down from a rope as Spider-Man tore the net apart.

"So what's your story, boys?" he greeted casually. "What, did J.J. not learn from his mistake with the Scorpion and put a hit out on me?"

One of the men ran forward and kicked Spider-Man into the bigger one, who wrapped his arms around him to crush him. He strained to slip free as the man grinned.

"Look, pal…" he managed, "there's a great new product called Tic-Tacs. You should try 'em sometime!"

He got an arm free, shooting a web and snagging his mustache before giving a good yank. This caused him to release Spider-Man, giving him a chance to backflip over the two of them and shoot webs at the smaller man. The man extended a staff and was able to slice through the webs before they could reach him. He then leapt forward and tried to bring the staff down on Spider-Man, forcing the hero to leap out of the way. Spider-Man ran in swinging, only for the staff-wielder to easily parry his attacks and force him back. He immediately spun around as the bigger man came running, webbing him up... only to be surprised when he, with a bit of effort, tore through the webbing.

"That's not good," he said simply.

Spider-Man tried leaping over him, but the big guy quickly grabbed him by the leg and tossed him aside. As he got up, he slowly backed away, thinking of how to lose them, only to recoil at a burst of gunfire from the chopper.

"Ah-ah-ah," the third one said over a loudspeaker. "Boys need a workout, so I wouldn't do that if I were you."

"Seriously, whoareyou guys?!" Peter demanded.

"Name's Montana," the third one replied. "Those're my partners Fancy Dan and the 're the Enforcers. Maybe you've heard of us?"

Spider-Man shrugged. "What, were you a crappy boy band or something?"

"Not gonna matter in a minute. Boys, finish him?"

Fancy Dan came running at him, pulling off a jump kick. Spider-Man dodged to the side before grabbing him in a web, swinging him around before tossing him into the Ox.

"Now, let's just postpone this for another night. I've got places to go, people to see."

As he ran for the edge, the Ox jumped after him, grabbing him in a bear hug.

"You're strong, noted," Spidey wheezed. "But can you do... THIS!"

Spider-Man clung to the side of the building, skidding to a stop as Ox flew off. Before he could fall too far, he was caught in a web and left hanging from a flagpole.

"Now, I know you can tear right through that... but I wouldn't recommend it," he pointed to the ground forty stories below. "Long way down."

"Come on, son!" Montana objected. "You're making the Enforcers look bad! I can't have that!"

"Oh, sorry!" Spider-Man called back. "I didn't care!"

He went swinging, Montana pursuing in the chopper.

"Alright, think Spidey. How to take down a military grade chopper?"

He swung around for a bit before seemingly disappearing.

"Now where'd that varmint get to?" Montana snapped.

Unbeknownst to him, Spider-Man had landed on the belly of the helicopter. He took careful aim at the tail rotor before firing multiple shots of webbing into it.

"Hope your insurance is paid up!" he taunted before jumping off.

With the rotor gunked up, Montana was forced to bring in the chopper for a landing.

"Enjoy your little victory while it lasts, bug!" he shouted. "The Kingpin'll get his hands on you sooner or later, and when he does, you don't wanna be you!"

"Kingpin?" Peter blinked in confusion. "Who's the Kingpin?"

He swung after the chopper, but by the time he got to it, Montana was gone.

"Well... two out of three ain't bad. Now to make it home before I miss Aunt May's curfew."

The next day, after turning in his latest photos, Peter approached Whitney and Eddie.

"Does the name 'Kingpin' mean anything to you guys?" he asked.

Eddie stiffened at that, whereas Whitney straight up dropped her cup of coffee on the ground with a smash.

"...I'll take that as a yes," Peter concluded.

"Peter... where did you hear that name?" Eddie asked.

"From the guys Spider-Man was fighting last night," Peter explained. "I heard one of them mention they were sent by a guy calling himself the Kingpin."

"Kid, let me give you one piece of advice," Whitney began. "Drop it."

"Whitney's right," Eddie agreed. "right. All you need to know is that the Kingpin is a very powerful man. And dangerous. You're dipping into some deep sh*t, Peter. So quit while you're ahead... or risk losing it."

"Oookay," Peter said simply. "Forget I asked."

After work, Peter met up with Peni in his lab. As he explained what happened, she popped a can of soda and began to drink. The minute he mentioned the name Kingpin, Peni's eyes widened before she spat out her co*ke in shock. She wiped her mouth, coughing.

"Guess you've heard of them too," Peter remarked.

"Heard of him?" Peni demanded. "I'm surprised you haven't! Pete, the Kingpin is the criminal overlord of New York. The crime boss all crime bosses fear."

"Whoa…" Peter let out. "And he's put a hit out on me…"

Peni began pacing. "This is bad. Really bad."

"Just how dangerous is this guy?"

"Massively. Aunt Yuri's been trying to track him down on and off for years. Nobody's ever seen him in person, but like Whitney and Eddie told you, he's a very powerful man. And it means one thing if he has his eyes on you and thinks you're causing trouble for his operation: sooner or later... you're dead meat."

"That's… intimidating," Peter admitted. "But I'm not gonna stop doing what I'm doing just because it's bad for this guy's business. Hell, maybe I could make a name for myself by taking him down."

Peni shook her head.

"That may not be a good idea," she told him. "According to Aunt Yuri, the main reason the Kingpin's been in power for so long is because he keeps most of the lower-class crooks in check. If he was toppled from his throne, every punk with a gun would go to war to try to take his place. Without his empire, there's a power vacuum in the criminal universe. And nature abhors a vacuum."

"So what?" Peter questioned. "I'm just supposed to let him run wild and do what he wants?"

"I didn't say that, Pete," Peni insisted. "Don't put words in my mouth."

"Sorry, Pen," Peter began, "but if this guy's as bad as you say, I can't just let him stay in power. Besides, the whole 'evil power vacuum thing may ring true, but it's just as likely that it may not. After all, when Hitler died, the Third Reich went down with him (1)."

Peni sighed. "You're a stubborn piece of work, you know that?"

"Maybe," Peter grinned. "But that's part of my charm."

In his highrise, the Kingpin sat as Montana explained what happened last night.

"You disappoint me, Brice," he hissed, deadly calm. "I hired the Enforcers because you claimed to be the best at what you do... and yet Spider-Man made a complete and utter fool out of all three of you."

Montana jumped as Kingpin let out a furious roar, slamming his fists on his desk and cracking it.

"What do IPAY YOU PEOPLE FOR?!" he shouted.

"The bug's trickier than we gave him credit for," Montana defended nervously.

The Kingpin stood up, pacing and clenching his fists as he tried to rein in his temper.

"Spider-Man continues to be a thorn in my side. He must be eliminated!"

"So what now, boss?" Hammerhead asked.

After a few moments, Kingpin got an idea, smirking.

"I believe it's time I called in a favor from my old friend Norman Osborn."

At his office in Oscorp, Norman was going over some files when the phone rings. He picked up the phone, still looking at the files.

"Talk to me."

"Hello, Norman." came the Kingpin's voice.

Norman perked up at that. "What do you want?"

"A little help dealing with a... spider problem."

"So, Spider-Man's been causing trouble for you. What does that have to do with me?"

"If memory serves, you owe me considering what you asked for in regards to your... little 'project'," the Kingpin replied. "Remember, if it wasn't for my funding, your OZ experiments would have died with Martin Li's family."

Norman sighed in resignation.

"Alright, fine. What do you want me to do?"

"Create a device that will rid me of Spider-Man once and for all," Kingpin ordered. "You have the resources and technology, Norman. I'm sure this is well within your power."

"I'll… see what I can do."

"Excellent. Pleasure doing business with you."

With that, he hung up. Norman just rubbed his head in frustration.

"Damn you, Fisk... As if I didn't have enough on my plate already."

He got up and entered the robotics division, finding Spencer at work on his latest project.

"Smythe, please tell me this Spider-Slayer of yours is nearing completion." he pleaded.

"Almost, Mr. Osborn," Smythe assured. "The Black Widow will prove to be much more effective than the prototype."

"Good. The sooner it's ready, the better."

Spencer blinked. "Something wrong?"

"Need I remind you the deadline for Fury's contract is drawing near? If we don't capture Spider-Man soon, Oscorp is finished."

Spencer nodded. "It should be ready by tomorrow night."

"See that it is," Norman ordered.

The next evening, the Spider-Slayer stood ready to go, and was dispatched into the city to hunt for its prey.

"Are you absolutely certain this will work?" Norman asked.

"I've poured my blood, sweat, and tears into making the Black Widow just what we need to deal with Spider-Man," Spencer assured. "It can't be bargained with; it can't be reasoned with. It doesn't feel pity, or remorse, or fear. And it absolutely will not rest or stop, ever... until Spider-Man is dead."

"Good. And if Manhattan happens to get demolished in the process…" Norman shrugged. "Oh well. We can always get good press by helping with reconstruction."

In Times Square, Peter was out with Peni, Gwen, and Harry, griping about recent events at home.

"Aunt May's really getting into it," he sighed. "She keeps trying to set me up on blind dates with Mrs. Watson's niece."

"Is that really such a bad thing, Pete?" Harry asked.

"Harry, blind dates are like the lottery," Peter said flatly. "The odds are so stacked against you, you're nuts if you ever expect to hit the jackpot."

"You could at least give it a try, Pete," Peni suggested. "Who knows? She could be cute."

Peter scoffed. "Yeah, and Jameson could be a closet Spider-Man fan, but it doesn't guarantee that'll happen."

They all shared a laugh at that.

"I seriously can't believe he'd go so far as to make that Scorpion guy just to…" Gwen shook her head. "Well, actually, Icanbelieve it."

"Believe me, Gwen, Peni and I saw it coming as well," Peter replied. "Anybody who's been in a room with J. Jonah Jameson for more than two minutes knows how big an ass he is. I wouldn't bother selling photos to him if I didn't need the money."

He clapped his hands together. "Now, why don't we just forget about all that and try to enjoy the evening in peace?"

Gwen rolled her eyes. "Jeez, Pete. Jinx us, why don't you? That's a cue for something bad to happen if I ever heard one."

The last few words were barely out of Gwen's mouth before they heard panicked screaming.

"Yeah, that figures…" Peter sighed.

They turned to see a crowd of people running from a robot resembling a giant black widow. A hatch opened in its back, which spat out multiple drones that began scanning around.

"I don't know what it's looking for, but I'm not waiting around to find out," Harry declared. "Let's get the hell outta here!"

The four of them ran down the street, with Peter discreetly falling behind. He headed down an alleyway, already in the process of removing his street clothes…

-X-

The Black Widow stomped around, about to trample over a man in its way before he was snagged by a webline and pulled back by Spider-Man, who sent him on his way before turning to face the robot.

"Another giant robot, huh?" he greeted. "Somebody really wants to kill me."

He webbed up the robot's legs, only for its fangs to start glowing red-hot before cutting through the webbing. Peter hopped onto a wall and began climbing, trying to get the high ground, but that was when an oil slick was spewed above him by the Black Widow, sending him falling. The bot maneuvered under him, preparing its laser fangs, only for Spider-Man to swing away.

"You're good," he mused. "Wonder who made you."

His eyes narrowed. "I'm gonna get to the bottom of this one way or another."

The Black Widow came after him, a missile protruding from his back and firing. Peter had just enough time to look before he was buried under the rubble. The Widow approached and scanned the area, seeing only Spider-Man's mask and no sign of movement. Feeling its mission was accomplished, the Spider-Slayer turned and began heading back to base.

Back at Oscorp, the Black Widow stood before Norman and Spencer, Norman grinning.

"Excellent work, Spencer. Your Spider-Slayer did the job. I'll send out search parties to retrieve Spider-Man's body within the hour."

"Well, don't I feel honored."

They both jumped before Spider-Man's head popped out from under the Black Widow.

"Norman Osborn," he greeted. "I've heard tales and rumors of you being crooked. Seems they were right on the money."

"You imbecile!" Norman shouted at Spencer. "You led him right to me!"

"Hey, don't be too mad at him, Norman," Spider-Man said casually, getting out from under the Widow. "I had a feeling you were dirty for a while now. After all, you did steal the Vulture's hard work. By the way, why are you so interested in me, anyway?"

"My reasons are my own!" Norman whirled on Smythe. "Don't just stand there, you idiot! Turn the Black Widow back on and KILL HIM!"

Spencer immediately pressed a button, siccing the Black Widow on him.

"You're out of your league, Spider-Man!" he declared. "The Black Widow is specifically designed to hunt down and kill you, and it will never stop until it does!"

"Well, somebody's proud of their work." Spider-Man deadpanned.

The Black Widow swung one of its legs at Spider-Man, forcing him to leap over it. A second leg quickly swatted him out of the air. Spider-Man landed hard as the Black Widow fired lasers from his fangs. Spider-Man quickly zipped out of the way before it hit. It launched grappling hooks from its head next, trying to ensnare Peter.

"C'mon, Parker, think!" he said to himself. "There's gotta be something in here I can use to stop it!"

He looked around, searching for anything that could help. He finally saw an electrical fuse box, giving him an idea.

"That'll work."

He jumped before it, positioning himself just right as the Black Widow advanced on him. Just as it fired its grappling hook, Spider-Man jumped out of the way. The grappling hook hit the fuse box, causing electricity to course through its systems. As it spasmed and sparked, the bot's head exploded, catching a chemical barrel and igniting it.

"Okay... that backfired a little." Peter said sheepishly.

"You fool!" Smythe shouted. "What have you done?!"

"Hey, you were the idiot who sicced the bot on me in the first place!" Spider-Man shot back.

The fire quickly began to spread. Peter immediately sprang into action, running for both men. He snatched up Osborn, swinging out and setting him on the pavement.

"Why did you save me?" Norman demanded, confused. "You just found out I've been trying to kill you! I commissioned the Spider-Slayer, for God's sake!"

"That's the bizarre thing about being a superhero — you've even got to save the bad guys," Spider-Man replied. "Gotta be greater than the haters. Now if you'll excuse me…"

He jumped back into the blaze, looking desperately for Spencer.

"Smythe?!" he called out. "Smythe!"

He heard coughing, seeing the older man leaning on a wall half-conscious from smoke inhalation.

"Hang on! I'm coming for you!"

Before he could reach him, his spider-sense went off, warning him of oncoming debris. He jumped out of the way, only to be horrified when Spencer was seemingly buried in said debris.

"No!" he screamed. "Damn it!"

The flames started getting worse, forcing Spider-Man to retreat. As the fire department arrived, Peter watched before closing his eyes, looking down in sorrow.

The next day, Peter was seated on a rooftop overlooking the city. He heard footsteps before Peni sat down next to him.

"You okay?" she asked.

"Honestly… I'm not sure," Peter admitted. "I tried, Pen. I really did. But I wasn't quick enough to get Spencer out of there."

"You did the best you could," Peni assured. "Besides, you got Harry's dad out of there."

"If I'd just grabbed both of them from the start…"

"Pete, stop attacking yourself for things that happened in the past. That road leads to madness," Peni placed a hand on his shoulder. "I know this is hard for you to hear, but you can't save everyone. It's just not possible."

"Doesn't mean I don't want to…"

They said nothing from there. Peter watched the sunset solemnly, realizing that he could always try his best, but sometimes he just couldn't help.

At Oscorp, Norman was talking to a man in his mid-thirties, wearing what appeared to be bionic leg braces that allowed him to stand upright.

"Alistair, are you sure about this?" Norman asked. "Spencer left some big shoes to fill."

Alistair nodded.

"I'm sure, Mr. Osborn. I'll continue my father's work. And I swear on my father's grave... that Spider-Man will pay."

Chapter 10: Aftershock

Chapter by Author_Of_Insanity101, Smijes08, WindstarOsprey

Chapter Text

Flashback

At a bank, a wall was blown out, and a man with black hair and a matching chin curtain wearing a yellow bubble jacket with a black vest ran out, two hi-tech looking gauntlets mounted on his arms as he menaced the cops nearby.

"Outta the way, all of ya!" he ordered. "Just back off!"

It was at that moment Spider-Man dropped down.

"Herman Schultz, old buddy!" he greeted. "How long has it been, a week or two?"

"Oh no, it's you!" Herman let out, irritated.

"Well, you are kind of in my neighborhood."

Herman took aim at him with his gauntlets, firing a concentrated blast of compressed vibrating air that Spider-Man jumped out of the way of. As he landed, he aimed with his web-shooters.

"Here, I'll go easy on you this time. I'll only use my webs!"

Herman fired another blast at Spider-Man, forcing him to leap into the air and fire webs at his hands. They gummed up the works, the feedback unleashing a recoil that blew Herman back across the street, knocking him out cold. Spider-Man scoffed.

"Gold old predictable Herman. See you around, pal!

He swung away as police sirens approached.

Flashback Over

Herman was released from the Raft. He was given his personal effects and walked out, heading for Oscorp.

"That's it," he decided. "I'm going legit. My tech will see great use at Oscorp."

Norman stood, looking almost bored as Herman displayed his new gauntlets

"My perfected design," Herman boasted. "The Seismic Harness Construction Resource. With a press of the pump-action thumb trigger, I can project a concentrated blast of compressed air that vibrates at an intense frequency, which can be aimed at any direction. Watch."

He took aim at a sizable block of concrete, firing a burst that began crumbling the block away before obliterating it.

"Imagine the time and effort these babies would save construction workers, road builders…"

"Impressive... but ultimately impractical for such things," Norman dismissed.

Hermans face fell. "Say what?"

"Herman, think smarter, not harder," Norman insisted. "For regular tasks like demolition, conventional tools like dynamite work just as well and cost less. I'd have to sink a fortune to mass-produce those gauntlets of yours."

"So what? I came all this way for nothing?"

Norman thought for a minute. "Not quite. Perhaps you can solve a problem for me."

"What?" Herman asked.

"Not what. Who. You see, my company has been running into a few problems, courtesy of an annoying so-called superhero running around in red-and-blue long johns. I'm sure you know who that is."

"Spider-Man…" Herman scowled. "Yeah, I know him. The entire reason I came here trying to sell my gauntlets was because of him! There's no point trying to make a dishonest living with him around."

"Then what if we remove him from the equation?" Norman suggested. "He defeated you so easily before because your gauntlets were unfinished prototypes. But now... they aren't. I can even offer you a few things here and there to hide your identity and the like."

Herman still seemed unsure, so Norman pulled out his trump card.

"How about this? Help me destroy Spider-Man, and I'll help you market your gauntlets. Demolition may be out, but we can find other legal uses for them, I'm sure."

That was all it took. Herman nodded.

"Alright. I'm in."

Norman smiled. "Excellent."

Later, at the Daily Bugle, Peter walked out of Jonah's office, having sold him his latest batch of photos as he joined Eddie at the water cooler.

"Surprised J.J. hasn't scared you off for good yet." Eddie joked.

"To be fair, it hasn't been for a lack of trying," Peter admitted. "Jonah's so nasty, he bit a dog and gave it rabies. But hedoespay good money for my photos."

"I'm more amazed he has cash to spare after he paid Matt Murdock to bail him out of the Scorpion fiasco."

They shared a laugh at that. Sadly, the fun ended when they heard a massive explosion. Everyone in the Bugle ran to see a wall had been blown out, and Jonah was being manhandled by a man wearing fancy gauntlets, donned in a suit consisting largely of yellow quilt patches.

"Talk, Jameson!" he ordered. "Who's the photographer who takes pictures of Spider-Man?"

"I don't know who he is!" Jonah insisted. "His stuff comes in the mail!"

"You're lying!"

As this went on, Peter slowly slipped out.

"I swear!" Jonah swore.

"He's the one who can take me to him! Now talk!"

"I'm telling you, I don't know! Even if I did, I wouldn't tell you! In journalism, you don't reveal your sources!"

"Well, if that's how you feel-"

"Put him down, tough guy!"

The man tossed Jonah aside, turning to face Spider-Man at the hole in the wall.

"We were just talking about you, web-head." he greeted.

"Well, that's refreshing. Usually, Jameson's screaming about me."

The man pointed his gauntlet, forcing Spider-Man to narrowly dodge a blast.

"That tech…" he perked. "Herman Schultz?"

"The name's Shocker now. I'll show you why!"

Shocker blasted Spider-Man head on, knocking him across the room.

"My vibro-smashers have been perfected. No more flaws, no more backfires. Which means it's time for you to get squashed, Spider-Man!"

"Funny," Spidey mused. "I could've sworn I've heard that before."

He quickly dodged a second blast.

"Oh yeah. from every nutcase in a costume I've gone up against!"

He snagged him with a webline before sling-shotting into him, only for his kick to be bounced off, sending him back.

"Damn! What, is that old quilt you're wearing made of vibranium?"

Shocker advanced on Spider-Man, thumbs on the buttons.

"For months now, big bad Spider-Man's been making life hard for guys like me. But not anymore."

He fired at Spider-Man forcing him to leap up into the air, before a second blast blew him into a wall. Shocker blasted a third time, knocking Spider-Man through the wall and sent him crashing to the ground. Peter slowly got up, clutching his left shoulder in pain. Shocker glared down at him before blasting away part of a wall nearby, sending rubble and debris falling at him. Peter moved to dodge, only for a surge of pain to fly through his shoulder.

"Oh, this is gonna su-"

He was promptly buried in the debris. Shocker looked down, smirking under his mask.

"Good riddance, bug," he spat.

He walked off. After a few minutes, Spider-Man pulled himself out of the debris.

"Well, that hurt," he let out. "But hey, at least I'm not dead."

He started moving, only for his arm to flare up in pain.

"Ow!" he hissed. "Think I broke my arm or something. Damn it…"

He clutched his shoulder, managing to whip up a makeshift sling from his webbing before swinging off.

At the lab, Peni was looking over his arm as Peter explained what happened.

"So that super-loser Herman Schultz is the one who did this to you?" she questioned.

"Believe me, Pen. I'm just as shocked," Peter admitted.

Peni looked at him. "Tell me you didn't just say that."

"Well, excuse me for focusing on humor to distract from the searing pain in my arm. Now, what're we gonna do about it?"

"Go to the doctor?" Peni suggested simply.

"Peni, that would put me in a hospital. Which would freak out Aunt May. Which also runs the risk of my secret identity getting out."

"She's gonna find out about the arm anyway. You just need a good excuse as to why it's broken."

"Fell down a staircase? Cut myself shaving?"

Peni looked at him blankly

"What?" Peter replied. "I have a really hairy arm."

Peni snorted in response.

"No you don't. You're like one of those hairless cats."

"Hey! Just because I'm fifteen and only have three chest hairs doesn't mean that…" He trailed off, before finally slumping. "Okay. I'm starting to see your point."

"You actually counted your chest hairs? Peni asked with a raised eyebrow.

"Don't judge me."

"Uh, a little too late for that."

Peter remained firm. Peni sighed.

"Look, Pete. I'm not a medical professional. We have no idea just how bad that injury is. You either go to the doctor now and get it looked at, or let it get worse and risk needing that arm chopped off."

Peter sighed. "Alright, fine. But if word gets out that I'm Spider-Man, it's your fault."

Later, Peter and May were at Metro-General Hospital, getting his arm examined.

"Peter, how did this happen?" May questioned.

"I uh, fell off a fire escape getting Spider-Man pictures," Peter said quickly.

May sighed. "You need to be more careful. I know you feel you must be the man of the house, but that doesn't mean you shouldn't take care of yourself."

"Alright, Aunt May. I'll try to take it easy."

At that moment, the door opened and a nurse stuck her head into the room.

"Mrs. Parker, may I speak with Peter alone for a moment?" she requested. "It's nothing serious. I just need to ask a few questions."

"Yes, of course."

May stood up, leaving the room and allowing the nurse to enter and sit across from Peter.

"Mr. Parker... Peter… May I call you Peter?"

"Sure," Peter shrugged.

"My name is Claire Temple. I used to be an Army physician, then did a stint with SHIELD. Your X-Rays show multiple broken bones and injuries that no human could have survived."

"Uh... I lead a very active life?" Peter said simply.

"Of that, I'm certain. You see, I've seen similar injuries before... amongst the various superheroes and supervillains I've treated."

Peter froze up before registering what she said.

"Um... I'm sorry. Did you say multiple broken bones and the like? I just came in here for a bum arm."

"Some of them are older, at least by a couple weeks," Claire explained. "Others, like your arm, are fresher."

She sighed. "Look, Peter, I don't know which side of the equation you're on, hero or villain. But I advise you to take better care of yourself."

"Please don't tell my Aunt…" Peter pleaded.

"Relax," Claire soothed. "Why do you think I asked her to leave? I have no intention of ousting you unless you give me reason to. And you don't seem like a villain."

"Don't worry, I'm not," Peter assured. "So... now what?"

"You seem to heal faster than a normal human," Claire noted. "That arm and everything else should be better in a few days, as long as you don't overexert yourself."

"That I can do," Peter assured.

At Oscorp, Shocker gloated about his victory to Norman.

"I made the bug look like a chump," Shocker boasted. "Blew up a building and dropped it on him. He's toast."

"Did you actually check for a pulse?" Norman pressed. "Verify a body?

"I-I dropped a damn wall on him! Squashed him flat! I think it's safe to assume that-

"It's safe to assume nothing!" Norman snapped, causing Shocker to recoil in surprise. "Spencer Smythe made that exact same mistake with the Spider-Slayer, and you want to know how that turned out? He was blown up in his own lab!"

"How was I supposed to know?! Just give me another shot at him! This time, I'll make sure he's dead!"

"You better. Or our deal is off, and you're history, Schultz."

The next day, Peter and Peni met up outside of school, Peter's arm in a sling.

"Keep taking hits like that, and people are gonna get suspicious," Peni remarked. "We gotta come up with an alibi for the future."

"Any ideas?" Peter asked.

"Taking up extreme sports on the side? Basketball or volleyball, maybe?"

Peter snorted. "Right. Bookworm Peter Parker, sports star."

"Better than trying to explain away a sprained arm by cutting yourself shaving."

"Yeah, yeah."

As they headed in, Peni sighed.

"Look, Pete. Falling off a fire escape snapping photos may have worked this time, but what about the next big injury? People are gonna catch on sooner or later; nobody's that clumsy."

"I'll think of something."

"Let's hope so."

"Hey, Peter!"

Peter and Peni looked up to see Liz approaching.

"What happened to your arm?" Liz asked.

"I was snapping photos of Spider-Man's fight with that quilted guy on a fire escape," Peter said quickly. "Leaned a bit too far out and fell off the ladder."

Liz winced at that. "Ouch. Well, could've been worse."

"Like you wouldn't believe," Peter whispered under his breath.

Liz seemed to be thinking for a moment, then nodded.

"Maybe I can make it better for you. You wanna go out for coffee after school?"

Peter and Peni blinked, exchanging confused glances.

"Uh… you sure that's okay?" Peni asked. "What would Flash think?"

"Flash is my boyfriend, not my master," Liz pointed out. "I'm allowed to hang out with male friends, aren't I?"

"Right…" Peter nodded. "Sounds good to me."

"Great," Liz assured. "See you then."

She walked off, leaving Peter and Peni alone.

After school, Peter and Liz met up at Q's Cup of Joe at Midtown, taking a seat.

"I'm not gonna need to brace myself for Flash giving me a four-story atomic wedgie tomorrow, am I?" Peter questioned.

Liz giggled. "Of course not. Yeah, he was a bit irked that we agreed to have coffee, but I can be very persuasive."

"Lucky me," Peter deadpanned.

"Don't let him get to you, Pete. He's not as bad as you think."

"Believe it or not, I kinda know. We used to be friends."

"Seriously?" Liz asked. "He's never mentioned that."

"That's because it was before he was brainwashed by jock culture. That, and my parents passing away, is why we drifted apart."

"Oh…" Liz looked at him sympathetically. "I'm sorry about that."

"It's okay," Peter assured. "I don't remember that much about them anyway. Just stories my aunt and uncle told."

At his downcast look, Liz quickly decided to change the subject.

"So… you looking forward to the homecoming dance?"

"Kinda," Peter admitted. "I wasn't planning to go at first, but Aunt May talked me into it. Insisted I needed to 'have fun and be a kid' once in a while."

"Got a date yet?" Liz asked.

"Peni and I talked about going together. As friends, of course. You planning on going with Flash?"

"Not sure yet," Liz admitted.

"Really? Why?"

"It's just, things between me and Flash have been rocky. The usual couple stuff. We've considered taking a break."

"Ah. I see."

"It happens…" Liz said simply.

At that moment, they heard an explosion, followed by people screaming.

"Spider-Man, come out and face me!" came the Shocker's voice. "We have unfinished business!"

"Oh, you've got to be kidding me…" Peter muttered.

They ran out, seeing the Shocker going on a rampage.

"It's that freaky quilt guy!" Liz exclaimed.

Despite the situation, Peter couldn't help but snort.

"I gotta go," he began to go, before freezing up. "Uh... 'cause the Bugle... will want photos."

"Peter!" Liz objected. "Your arm!"

"I'll be careful," Peter assured. "Besides, it's something I gotta do."

Liz hesitated, then nodded. "Just try not to fall off a fire escape this time!"

They hurried away in opposite directions, Liz for her house, and Peter down an alley. With some difficulty, he managed to change into his Spider-Man suit and swing out to confront the Shocker, who was lurking near the subway.

"There you are," Shocker hissed. "I've got a big score in mind, and there's no way in hell I'm losing it because of some clown in red tights!"

He fled down the tunnel. Spider-Man swung down into the tunnel, still clenching his arm.

"Damn. This thing hurts like crazy," He quickly uses his webs to make a makeshift sling. "This should hold up for now... hopefully."

Suddenly, his spider sense started going off, forcing him to leap out of the way of a blast.

"C'mon, Shock!" he called. "You know I can't let you run around down here without a chaperone!"

"Should have stayed dead, bug boy!" Shocker called back.

As he advanced down the tunnels, Spider-Man was forced to dodge side to side as Shocker rained blasts at him.

"That the best you got?" he called.

Eventually, Shocker took off running, Spider-Man chasing him into an older portion of the subway system.

"You need to learn a lesson, Spider-Punk," he declared. "And Shocker's School of Hard Knocks is now open!"

"Please," Peter scoffed. "I find it hard to believe you have any class, let alone a whole school worth."

Shocker took aim, firing on Spider-Man and forcing him on the run. He dodged around different blasts, trying to work out a plan.

"C'mon, think! There's gotta be a way I can get around that suit of his and take him out…" He looked around, seeing the old, weathered stones and machinery of the tunnel. "And I think I just found it."

"It's over, Spider-Man!" Shocker swore. "You've made a jackass out of me for the last time!"

"You don't need my help for that! Look in the mirror lately?"

"Funny guy! We'll see how funny you are when you're forced to breathe out of a straw!'

He fired in a rage. Spider-Man dodged every blast, causing him to hit the structural supports of the tunnel.

"Better than having to look at myself in that outfit!" he shot back. "Seriously, is the only reason you call yourself Shocker because the Human Quilt was already taken?"

"Don't you dare mock me!" Shocker shouted.

"I mock. I'm a mocker."

Spidey leapt onto a pillar as Shocker blasted at him, he quickly made his way to the other side as the blast hit, knocking off the pillar. Spidey quickly used his good hand to shoot two web lines at nearby columns.

"I'm also a puller, a tugger, a yanker…"

He yanked the columns, the walls shaking ominously as rubble began to fall. Realizing his mistake, Shocker ran for the tunnel opening as Spider-Man did the same. However, he was unable to get out in time before he was knocked down by some debris and pinned. Spider-Man rushed over, checking his pulse and verifying his suit protected him from the worst of it.

"And that's what you call 'bringing down the house.'"

Later that evening, Norman and Alistair watched a news report of the Shocker being taken into custody. Norman fumed, his face turning red before he threw the glass in his hand across the room.

"I can't believe this!" he ranted. "I throw everyone and everything I've got at him, and Spider-Man keeps making them look like a bunch of girls!"

"You know, you're lucky human resources isn't here to hear you say that." Alistair deadpanned.

"The point is, we need to find a new means by which to capture Spider-Man," Norman insisted. "Fury's deadline draws nearer with every passing minute. I willnotlose the OZ contract to Alchemax!"

"What do you suggest?" Alistair asked.

Norman didn't answer, instead sitting down to think it over.

Meanwhile, Peter made it home, going over to May and passing her his latest paycheck.

"Here," he said. "This should help cover some of the bills this month."

"Thank you, Peter," May replied.

After a moment, she took a few dollars, handing them back to him.

"Aunt May, what're you-?"

"You don't need to give me every last dime you earn," May assured. "At least keep ten percent of each paycheck for yourself. Use it to do what you want."

"You need it more than I do," Peter insisted.

"Peter, please. You work hard for this money. The least you can do is keep a piece of it."

"Well…" Peter began.

"Besides, I recently got a job myself. The FEAST shelter in Chinatown."

Peter perked. "Really?"

"I went down there a few days back to help out. I'd been spending too much time in the house after what happened to Ben, and needed some air. Mr. Li offered me a job, and I accepted. My way of finding some light in the darkness."

"That's… awesome," Peter remarked.

"Now, take the ten percent, I insist," May urged.

"Alright, you win," Peter took the money. "Now that that's done, I'm gonna take some aspirin and get some sleep."

He rubbed his bum arm with a wince.

"Does it hurt?" May asked in concern.

"It stings a bit. I'll be fine."

Chapter 11: Rhino Rampage

Chapter by Author_Of_Insanity101, Smijes08, WindstarOsprey

Chapter Text

It was the dead of night. Outside of New York's Hammer Industries branch, a gang had gathered, Flint Marko's former partner Alex O'Hirn in the lead.

"Alex, you really sure this is a good idea?" one of the goons asked.

"I ain't gonna skip town and give New York to freaks like Spider-Man," Alex insisted. "I need an equalizer, and Hammer Industries will have it."

"Sure, but this place is like a fortress," another goon said. "If we get caught-"

"We ain't gonna get caught," Alex said.

They pulled their ski masks on, creeping up to the facility. They hopped the fence and slowly started making their way inside. It was smooth sailing at first, but it wasn't long before they were caught by a group of guards. They immediately drew their guns

"Chert voz'mi!(1)" Alex cursed.

The situation detonated. As his gang got in a firefight with the guards, Alex turned tail and hurried for the lab.

"Alright, let's see what they got in here."

He searched left and right. Eventually, he came across a hi-tech gray armor suit designed after a rhino, which includes two metallic horns on the helmet. His interest peaked, Alex looked it over, seeing a plaque next to the armor.

"'R.H.I.N.O.: Robotism Heuristic Intelligence Navigable Operative'?" he read aloud before snorting. "Who's the frickin' genius who came up with that name?"

Nonetheless, he got around to the back, feeling around until it opened up…

-X-

Outside, the other goons were being detained. Just then, a large explosion erupted from the lab. As the guards turned, they saw O'Hirn stomping out, donned in the R.H.I.N.O. armor.

"Now this is more like it!" O'Hirn declared.

The guards began firing on him, only for the bullets to bounce off. He knelt down before charging, knocking the guards down like bowling pins. He laughed, looking at his hands

"Watch out, New York. Here comes the Rhino!"

The next day, during study hall, Peni was listening to the radio on her headphones when a news report cut in

"Breaking news from Queens. A creature described by eyewitnesses as looking, quote, 'sort of like a rhinoceros, but bigger', is rampaging through the streets of the city. We have not yet confirmed reports that-"

That was all Peni needed to hear. She leaned over to Peter, getting his attention

"Some new guy's on the loose in the city," she whispered. "Looks like a job for Spider-Man."

"Seriously?" Peter replied. "My trig exam's next period."

"If you hurry, you can be there and back before anyone knows you're gone."

Reluctantly, Peter gave in, closing his book before standing up and heading for the door

"Excuse me, Mr. Parker," his teacher spoke up. "where are you going?"

"Uh... bathroom."

"You sit down right this minute, or-"

"Or what?" Peter asked, turning to face her. "You'll fail me? I couldteachthis class."

A series of ooh's erupted from the class, allowing Peter to slip out. As he ducked into the bathroom, Peter prepared to strip down to his suit, but perked as he realized something.

"Wait a sec... how can I explain Spider-Man just getting out of the school bathroom?"

He facepalmed before slipping out the window and suiting up in the bushes. With that, he swung into the city, finding a considerable amount of crushed cars, smashed buildings, and small flames burning. He sighed.

"Ohhhh… this hurts already."

He swung over to where the Rhino was smashing things up, landing behind him.

"Hey buddy!" he called. "Is that a rhino horn on your head or are you just-"

He trailed off as the Rhino turned to face him, towering at least two feet over him.

"Happy… to see…" Peter gulped. "I'm so scared I can't even finish my lame joke."

The Rhino smacked him aside, sending him flying back into a building. A moment passed before he shakily stood up.

"Don't worry, I'm fine. Nothing's broken," he winced. "Except my spine... and ribs... maybe everything else. Ow."

"Just who I was looking for," the Rhino declared. "It's payback time for all the times you put me away, Spider-Man!"

Spider-Man perked. "O'Hirn? So you jumped on the same supervillain bandwagon Marko did, eh?"

"Not O'Hirn anymore. Call me Rhino!"

He charged right at Spidey, who narrowly dodged before jumping to his feet.

"First Marko becomes Sandman, now this? What next? Flash Thompson becomes the Belligerent Bug-Zapper?"

Rhino then picked up a nearby car and hurled it at Spider-Man. Peter dodged the car, running at him and throwing himself into a jump kick, aiming for the Rhino's crotch. On impact, the Rhino didn't even budge, and the impact and vibration seemed to travel up Spider-Man's feet and through his body before he dropped.

"Okay, ow!" he yelped. "I feel sorry for your girlfriend!"

Rhino then grabbed Spider-Man by the ankle and slammed him into a wall.

"You thought you were a big shot with your super strength and your fancy webs! You laughed at me before, Spider-Man! Well, who's laughing now?!"

"Well... I'm sure somebody finds your outfit funny…" Spider-Man wheezed.

Rhino then punched him, launching him into a car. Before Spidey could react, he was lifted up before being smashed into the car a few times and sent flying through a wall. Spider-Man slowly got up, wincing.

"...Owww." he rasped.

The Rhino stomped toward him, sweating profusely. After a minute, he turned to a nearby fire hydrant, tearing it open and shoving his face into the stream of water. All of a sudden, AC/DC's Shoot to Thrill was playing at maximum over the police radios. Rhino and Spider-Man looked up to see a streak of red and gold jetting towards them. A pair of dual energy blasts shot out, sending Rhino skidding back as the streak landed, revealing itself to be the red and gold armor of Tony Stark, AKA, the Invincible Iron Man. Spider-Man's eyes widened.

"Holy sh*t…" he let out.

The Rhino got up, scowling.

"This is between me and the web-head, Iron Man! BACK OFF!"

"Yeah, I don't think so," Iron Man said simply.

Iron Man then fired a Unibeam from his chest, knocking Rhino back before he jetted right at him.

"Why are you even here?" Rhino demanded.

"Well, let's see. You come rampaging through Manhattan with a fancy suit the day after a big raid on Justin Hammer's place. Coincidence?"

Rhino just growled before charging at Iron Man. Iron Man jetted right at Rhino, ramming right into him. As the Rhino skidded back, Iron Man stood tall, aiming every weapon in his arsenal at him. Rhino scowled before deciding to cut his losses, but not before pointing threateningly at Spider-Man, who was leaning heavily on a nearby wall.

"You got lucky this time, punk! But next time, Stark won't be around to save your ass from being squashed!"

With that, he hurried away. Iron Man turned to Spider-Man.

"You okay, kid?" he asked.

"Just my pride… and everything else." Spider-Man replied, looking at him. "Honestly, even though I've never felt anything more painful in my life and think all my bones are totally crushed... it is so cool to meet you, Mr. Stark."

"Always nice to meet a fan. Hang on. I'll get you to a doctor."

"Thanks, but I have somewhere I need to be. I appreciate the offer though. Seriously."

He swung off at that, unsteadily before stabilizing. Iron Man watched him go before shrugging.

"Kids."

The next period was just beginning when the door opened and Peter entered, covered in cuts and bruises.

"Mr. Parker, what on Earth happened to you?" the teacher exclaimed.

"On my way back, I fell down some stairs." Peter said simply.

The teacher looked him up and down. "Stairs?"

"Yeah. There were a lot of 'em."

He sat back down at his desk, cringing a bit.

"Well... please be more careful in the future," the teacher said.

"I'll try."

After school, Peter and Peni met back up in the lab, where he outlined what happened with the Rhino. At one part, Peni gasped

"You were bailed out by Tony freaking Stark?!" she let out.

"Yeah," Peter replied between grunts. "it was pretty cool… despite almost something he said was a good tip. O'Hirn stole that Rhino suit from Hammer Industries last night."

Peni was already on her laptop, typing away. Eventually, she got in and found something.

"Yeah, sounds about right. That suit of his is the R.H.I.N.O."

"The actual name of the suit is Rhino?"

"No, no. R.H.I.N.O.: Robotism Heuristic Intelligence Navigable Operative."

Peter raised an eyebrow.

"Sounds forced."

"The point is, apparently that suit was meant to be Hammer's answer to Tony's Iron Man armor."

"Explains why he was so crazy strong."

As she looked for weaknesses, Peni grew wistful, turning to him.

"You remember the day we first met?" she asked. "A little after May and Ben took you in?"

"Oh, big time," Peter nodded. "There was a big standoff in Times Square that day. A bunch of androids had Mr. Stark on the ropes. I had to do something to help him."

"So you put on a toy Iron Man mask and repulsor gauntlet, and stepped right out into the crossfire to distract them. Batsh*t crazy, yeah, but you saved Iron Man's ass that day."

"And he saved mine. Hell, I got into science after that not just because of my dad, but because I wanted to be like him."

"Well, in a way you are," Peni remarked. "Guy just trying to make a difference. Hero."

"Yeah… you're right," Peter agreed.

At that moment, Peni got an idea. She snapped her fingers.

"And maybe there's another way you can be like him." she pondered.

"What?" Peter asked. "Whip up my own Iron Man suit from pots and pans to take on the Rhino?"

"Well, replace pots and pans with tech and scraps I can discreetly borrow from Oscorp."

Peter perked at that.

"Peni, that's risky. You could lose your job. Or your life."

"O'Hirn has powered battle armor, and would've killed you if Iron Man hadn't shown up. He has to be stopped one way or another."

Peter sighed. "You're not gonna be talked out of this, are you?"

"Nope," Peni said bluntly.

"Just... be careful, okay? Norman isn't someone to cross."

"He won't even know I was there."

Over the next week, Peni managed to procure scrap metal, along with old machine and weapon parts left in Oscorp's storage closets. Once she had everything she needed, she and Peter bunkered down in the lab and got to work. Eventually, after several days of hard work, they stood before the completed suit, a rough, clunky-looking device bearing a resemblance to Iron Man's very first suit, but spray-painted red and blue, bearing a spider logo on the chest, and the usual white-and-black lenses of Spider-Man's mask.

"Bit rough around the edges, but not too shabby," Peni mused. "Not too shabby at all."

"Nice work," Peter agreed.

"All we need now is to wait for O'Hirn to show up again, and we can take the SP/dr suit out for a spin."

Peter turned to her. "SP/dr?"

Peni shrugged. "My screen name on chat rooms and Twitter. I started calling the suit that, and it kinda grew on me."

"Whatever works for you."

Around that time, the police radio went off.

"All units, report to First Bank of Manhattan. The rhino creature has been spotted tearing through a vault and making off with several thousand dollars."

"Speak of the Devil."

"Well, looks like it's showtime," Peter decided.

"Be careful out there."

Peter quickly pulled on his Spider-Man suit, Peni helping him put on the SP/dr armor before he swung off.

Meanwhile, the Rhino charged the bank head-first, easily smashing through the vault and coming out with a sack of money. He began stomping off, prize in hand, when a whistle hit his ears.

"Yo! O'Hirn!"

He turned as Spider-Man swung in, landing somewhat clumsily due to the armor before righting himself.

"You and I have unfinished business."

"You again?" Rhino laughed at the sight of the suit. "What're you supposed to be? The Iron Spider?"

"Let's just say I decided to get an upgrade."

"Great. Showed up in your own coffin!"

Rhino ran right at Spider-Man, forcing him to leap over the charge. He was unable to stop in time and crashed through a wall. He turned around, snorting in rage before pawing the ground and charging at him, horn out. Spider-Man planted both feet and caught the horn, sliding back about a foot before managing to stop him and flip him over.

"Neat!" Peter cheered.

Rhino quickly got back to his feet and charged at him, knocking him back. Spider-Man skidded across the ground, shaking off the attack. Spidey quickly webbed a nearby fire hydrant and swung it at Rhino, hitting him across the face. He tried doing it again, but Rhino just grabbed the hydrant and pulled him in close, clotheslining him. As Spider-Man fell to the ground, Rhino went over to the water shooting out and dunked his head in it. Spider-Man quickly pulled himself back up as Rhino pulled his head out of the water, ready to charge at him once more. Spider-Man leapt forward and tried punching him across the face, only for Rhino to head butt him and use his horn to tear into his chestplate. Rhino then used his horn to lift Spider-Man into the air, thrashing him around a bit before tossing him into a wall. Spider-Man groaned in pain before finding that the suit was damaged and that he couldn't move. He crawled out, cringing in pain, to see the Rhino raiding a vending machine and pouring water bottles down his throat.

"How's that for confidence?" he scoffed. "He stops to satisfy before smashing me." He perked. "Unless…"

Getting an idea, Spider-Man snagged the water bottle with a webline, yanking it out of his hands.

"Okay, break's over!"

He evaded another charge before luring him over to a sewer grate, throwing it open.

"Over here, Moose! Let's play Follow the Leader!"

He dropped down, the Rhino following.

"Running away?" he taunted. "Even the old O'Hirn never ran away from a fight!"

"Just wanted to stretch my legs!"

The Rhino eventually found him in a tunnel full of metal pipes.

"Whew!" Spider-Man made a show of tugging at his collar and fanning himself. "Hot enough for ya? C'mon you big lug, let's go for a run!"

The Rhino ran after him, growling as he did. Spider-Man then quickly leapt over him, causing Rhino to ram into a wall of pipes. Steam escaped from the pipes. The Rhino let out a pained shout before recoiling, his face sweating profusely.

"Can't help noticing: you've stopped spouting off!" Spider-Man taunted. "What's the matter? Mouth a little dry?"

The Rhino attacked him again, punching open more pipes as Spider-Man dodged around. As he did, the steam blew open multiple manhole covers above ground.

"Y'see," Spider-Man said, clinging to the ceiling. "my mistake was trying to crack open that hide of yours."

"Nothing can do that, bug!" the Rhino spat, clearly winded and sweating. "This suit is impenetrable!"

"Too true," Spider-Man agreed. "And if nothing can penetrate, you can't perspire. Your face is sweating for your whole body! It's probably enough, under most conditions... but in a steam tunnel…"

The Rhino perked, eyes widening as he realized his mistake.

"I gotta…" he panted, "get outta here."

"Yeah. Good luck with that."

Spider-Man then webbed several pipes off the walls, pouring steam onto Rhino. His breathing became heavier and heavier. Eventually, Spider-Man kicked him to the ground. As he stood on the Rhino's chest, he clasped his hands together, shaking them triumphantly.

"Come one, come all!" he declared. "Before your very eyes, the world's largest dehydrated turtle!"

"I swear I'll crush you…" Rhino wheezed, "crush you... crush you…"

With that, he passed out. Spider-Man looked between him and the manhole.

"Now... I just need to haul him outta here."

The next day, around lunchtime, Peter was sitting down to eat when a hand grabbed him from behind, yanking him up and spinning him around. Peter sighed at the sight of Flash.

"Oh, it's you, Flash," he greeted casually. "How you doin'?"

"Pissed. And it's because of you," Flash spat.

"Me? What'd I ever do to you?" Peter questioned.

"How about nosing in on my girl?" Flash snapped. "She's been hanging around you an awful lot lately, and frankly, I don't exactly like that."

"Are you her boyfriend, or her warden? Liz can hang out with whomever she wants."

"Tutoring was one thing, but you took her out for coffee!" He shoved him back. "I'm only warning you once, Penis Parker. Stay away from Liz. She's my girl, not yours."

Peter raised an eyebrow. "Penis Parker? Seriously? I'm glad you finally made it to sixth grade...Eugene."

That set Flash off. As the crowd watched, he charged at Peter in a rage, swinging punches that Peter dodged before perking.

"What am I thinking? I can't just duck and weave! I'll give myself away!"

He stood still, letting Flash pin him to the wall.

"Okay Flash, you win," he said aloud. "Do your worst."

"I'm about to," he pulled back his fist. "Don't worry, Parker. This'll only hurt for a second."

"Flash!"

Flash's fist stopped an inch from Peter's face.

"What the hell are you doing?!"

He turned, seeing Liz push her way through the crowd, glaring at him.

"Liz…" Flash dropped Peter at that. "I... I was just-"

"Being a clingy, possessive jackass?" Liz demanded. "What, I can't even go out for coffee with a friend without you freaking out? I'm allowed to have other guy friends! You don't own me!"

"Liz, c'mon-"

Liz sighed, running a hand through her hair.

"Y'know, Sally and a few others asked me more than once what I saw in you, why I'd like you enough to date you. And frankly... I'm beginning to wonder why myself."

"You can't be serious!"

"I am, Flash. We're done," Liz walked over, helping Peter up. "Now get lost."

Flash scowled, glaring at Peter.

"You son of a-!" he began.

"You brought this on yourself, Flash," Peter cut him off calmly. "Grow up and take some responsibility."

The two boys stared silently at one another before Flash, seemingly sensing the truth in Peter's words, turned and stormed off.

"Sorry about that, Pete," Liz told him. "You okay?"

Peter nodded. "I'm fine. And no need to apologize. Flash dug his own grave with that move."

"That's for sure," Liz agreed. "So… meet up tonight at the library for tutoring?"

"Sounds like a plan to me." Peter nodded.

Liz smiled, walking away as Peter sat back down. Peni soon joined him.

"That was intense," she said. "I thought you were gonna spider-whammy him."

"Came pretty close, to be honest." Peter confessed.

"Well your restraint is to be admired, at least."

"Hey, I do have a secret identity to keep up. And Flash may be an ass, but he's no crook or supervillain. Just because I can beat him up doesn't mean I have the right to."

Peni nodded. "Fair enough."

At Stark Tower, Tony was going over news footage of Spider-Man's fight with the Rhino.

"Sir, what exactly are you looking for?" JARVIS, his A.I. assistant, questioned.

"Anything that can tell me who this kid is," Tony explained. "He's good... Real good. And smart too, given the tech he cobbled together."

"Or perhaps he has help," JARVIS suggested. "By my calculations, he's no older than fifteen."

Tony raised an eyebrow. "They start younger everyday. Keep an eye on him, JARVIS."

He leaned back in his seat. "Something tells me this one is gonna be something spectacular."

Chapter 12: When Sparks Fly

Chapter by Author_Of_Insanity101, Smijes08, WindstarOsprey

Chapter Text

At Oscorp, Peni stood alongside the recently hired Gwen before a tank full of electric rays and eels. Dr. Connors stood before them, explaining what was going on as a man with auburn hair put on rubber gloves.

"In nature, everything is connected," Connors began. "As scientists, we explore and expand upon those connections, to the benefit of society."

At Gwen's look, Peni began her own explanation.

"These electric rays and eels were given a shot from the Neogenic Recombinator," she gestured to the auburn-haired man. "An idea conceived by our resident electrical engineer, Max Dillon."

"At least somebody in this company knows how and when to give credit where it's due." Max grumbled.

Connors winced. "I am sorry about that, Max."

"I don't blame you, Curt," Max clarified. "I blame Osborn. First, he steals my idea for a new power grid. Now he denies me credit for the Neogenic eels." He sighed in resignation. "Anyway, allow me to explain."

He went over to the tank. "Just think of what it could mean if we could harness these critters' bioelectricity. An alternate form of clean, renewable energy."

Gwen looked over the murky water of the tank. "Well, before you develop clean energy, you should clean the tank."

"It is clean," Max assured. "The fluid we mix into the water increases their bioelectric signatures."

"So much so that we've been forced to upgrade our bioelectrical filters," Connors chimed in.

"We?" Max questioned.

Connors cleared his throat. "Right. More accurately, they're forcing Max to."

"And why not?" Max griped. "I do everything else around here for next to nothing."

Peni sighed before stepping forward.

"Max, the reason Mr. Osborn and the other workers here consider you a nobody and step all over you is because you let them," she admonished. "You want credit? Better treatment? Then grow some backbone and show them who's boss. Stop being a doormat."

Max paused, taking in what she said. After a minute, he nodded before picking up his drill and getting to work. He unscrewed one of the filters before setting his drill atop the machine. It came out halfway before it got stuck. Max scowled before tugging at it.

"Need a hand?" Gwen asked.

"I got it," Max assured.

He pulled harder, causing the drill to drop onto the machine. It began to spark, and immediately Peni was on edge as Max reached for it.

"Max, wait!" she cried. "Don't-!"

But it was too late. The minute he grabbed it, Max was hit by an electrical discharge that sent him flying back into the eel tank. It shattered on contact, bathing him in the tank's fluid while several eels also fell on him. He sparked and spasmed before going limp.

"Oh, my God…" Gwen let out, hands over her mouth in horror.

"MAX!" Peni screamed.

She already had her phone out, dialing 911.

The next day, Peter and Peni walked into class together, Peni detailing what had happened.

"Fried by electric eels and a live wire," Peter winced. "Poor guy."

"Not just any electric eels, Pete," Peni clarified. "Neogenic-enhanced eels."

Peter sighed. "Which means we might find ourselves dealing with another Neogenic superman in the future."

"Max isn't a bad guy," Peni insisted. "A bit of a pushover, but not a bad guy. Right now, he's in the hospital. If anything does happen, you'll be the first to know."

"Right," Peter nodded.

After school, Peni went to the hospital and made a beeline for Max's room, where Dr. Connors already was. On the bed sat Max, wearing an insulated suit, and by him was Claire Temple.

"Hey, Peni," Max let out weakly.

Claire turned to speak to them.

"Max's body is currently generating a constant stream of bio-electricity," she explained. "That insulation suit will contain it. Protect him and, well... everyone else."

Dr. Connors approached him.

"Max, I promise you this is only temporary," he assured. "We'll begin work on a cure immediately."

"Guess it's the least you can do," Max said bitterly.

Connors winced at his tone before sighing. "Just... try to rest."

As they headed out, Peni turned to Connors.

"Doc, don't blame yourself," she said. "What happened last night was an accident. And I'm sure Max knows that too. Just... give him time."

"I know…" Connors admitted. "But that doesn't mean I don't feel responsible."

Peni sighed. "And I thought Peter had one hell of a guilt complex."

Speaking of Peter, he and Harry were out on the town for the night.

"So, finally get sick of hanging with Peni all the time?" Harry quipped.

Peter smirked. "Hey, a man can only take so much estrogen."

They shared a laugh at that.

"In all seriousness, I can't remember the last time it was just us," Harry remarked.

"Yeah, me neither. So... what's the plan for the night?"

"Simple. We go to Times Square, party like it's 1999, then head back to my place and study for the calc test."

"Sounds like a plan to me."

Back at the hospital, Peni was sitting by Max's bed. He was flipping through TV channels, getting nothing but static, before giving up with a growl and throwing the remote aside.

"Damn it!" he cursed. "I can't even watch the game!"

"But you can still yell at the TV," Peni quipped. "So... what's the difference?"

She chuckled, only to recoil as Max whirled on her, his eyes glowing behind his mask.

"Is that supposed to be funny?!" he snapped.

Peni lurched back a bit. "Sorry."

Max sighed, looking out the window.

"You know, I had plans before this happened," he remarked. "Go back to college. Meet someone. Have a life! One where nobody treats Max Dillon like a punching bag they can use and throw away!"

"Max, please calm down," Peni requested. "You just need time to adjust."

"Adjust to what?! This?!"

He raised his hands, which sparked with electricity. Peni recoiled as the discharge fried every electronic appliance in the room. He stopped, growling.

"Forget it. I'm outta here."

Max moved past Peni and stormed out.

"Max, wait!" Peni cried, but he was already out the door.

Peni quickly pulled her phone out of her pocket, ready to call and warn Peter, only to discover it was sparking and fried from Max's light show.

"Damn!"

Meanwhile, Peter and Harry were enjoying themselves at Times Square. As they were having fun, their attention was suddenly drawn to a figure approaching the cafe they were at, clad in heavy clothes and a baseball cap that did naught to hide the insulated mask he was wearing. As he went, he stopped, glaring at them.

"What the hell are you staring at?" he demanded.

Immediately, Peter and Harry turned away. With that, the man headed for the cashier.

"Okay, something's definitely off with that guy," Peter muttered.

He watched as the man approached the register, the cashier snapping to attention.

"S-sorry. What's your order?"

"Coffee," Max demanded, snatching the cup out of her hand and slapping two bucks on the counter.

He turned, the mouth area of his mask opening up, only for a bolt of electricity to knock it out of his hands. That was all it took; Max Dillon began sparking with rage

"I can't even drink a goddamn cup of coffee?!"

Several electronic lights and signs flickered on and off, quite a few exploding. Peter and Harry turned around and saw the light going on and off. After a few minutes, Max stopped the discharge before hurrying out. Peter was immediately on high alert.

"That's gotta be the Max Dillon guy Peni mentioned." he said to himself before standing up. "I need to go."

"Seriously?" Harry asked. "What about our plans?"

"Well, the electric man who just fried every light in here kinda puts a damper on things, Harry," Peter turned, hurrying away. "I'll make it up to you!"

He ducked into an alleyway, donning his Spider-Man suit in record time. By this point, Max's anger and frustration was causing a constant discharge that was interfering with everything he passed by. The NYPD had already arrived and begun to gather by the time Spider-Man swung in, landing before him. Max recoiled, holding up his hands.

"No, no!" he shouted. "Don't hurt me, Spider-Man! Something's going on with me. I... I'm not trying to hurt anybody, blow up anything."

Suddenly, bolts of electricity shot out of his hands, forcing Spider-Man to leap out of the way.

"Not that I don't believe you, but I'd suggest holstering those things," Spider-Man warned. "Look, what's your name?"

"Max," Max replied. "Max Dillon."

"Okay," Spider-Man nodded. "Look, Max. I don't wanna hurt you, you don't wanna hurt me. Just calm down. We can go someplace quiet and talk. Work out what's going on with you and find a way to fix it."

Unbeknownst to the two, police snipers were readying to take a shot.

"Like you care," Max spat. "Ever since I was born, people have misunderstood me and tormented me. My mom, my co-workers at Oscorp. I lived my whole life in darkness, and nobody cared."

"I care," Spider-Man insisted. "I wanna help you. So how about you and me go somewhere to talk? Where nobody can get hurt. What do you say?"

Max seemed about to take the offer, but that was when he stepped back in a puddle and began sparking even more. Seeing this as a move to attack, the sniper readied to fire. Spider-Man perked, turning to them.

"No, DON'T SHOOT!" he screamed.

Sadly, the warning came too late. Max took a sniper bullet to the chest, and promptly erupted. He whirled on the spot the shot came from, firing a lightning bolt that narrowly missed the cop. He readied another shot, but Spider-Man was quick on the draw and snared his arm with a webline, causing the shot to go wide. Max ignited the webline with electricity, shorting out the web shooter, and sent him flying back. He slammed into a car with his back, denting it as Max scowled in rage. Seeing one of the TVs about to fall, Peter quickly jumped up, snaring a man with a webline and yanking him out of the way a split second before he would have been crushed. Max sparked as he looked around at the masses.

"All I ever wanted was for people to accept me," he ranted. "Be nice to me. But that never happened. I spent my whole life letting my bitch of a mother run my life and treat me like sh*t, and most of my adult life and work at Oscorp being everyone's punching bag. Well, guess what?! Now I have the power, and I'm gonna make damn sure that nobody is gonna step on me EVER AGAIN!"

He slammed his palms on the grate they were standing on, electrifying it and forcing Spidey to jump. He flipped over a police car as it got toppled. Spider-Man quickly used his good web shooter to web the car in place before it hit anybody. He then backflipped onto a nearby staircase, shooting several web lines to keep civilians from touching the electrified railing.

"Max, I don't know what happened to you!" he shouted. "I can see you're in pain, but I can't help you unless you let me!"

Max just fired a lightning bolt, Peter jumping out of the way.

"Look! Bad things happen to everyone! There's bad people everywhere! What happened to you sucks, but that doesn't give you an excuse to be one of them!"

"You have no right to judge me!" Max ranted. "You have no idea what's it like to be kicked around and abused every day of your life!"

"Max-"

"Don'tcall me Max! OR I'LL FRY YOU INTO NOTHING!"

He fired another lightning bolt, clenching his fists as he scowled.

"If I have to suffer, all of you will suffer with me. I'm gonna kill the light so that everyone in this city is gonna know how it feels to live in my world...A world without power...a world without mercy...a world without Spider-Man! Then everyone will be able to see me for who I truly am…"

"And who would that be?" Spider-Man asked rhetorically.

"Don't you know?" he launched another bolt, narrowly missing Spidey. "I'm Electro!"

Electro then took off into the sky, sending a wave of electricity that shorted out every light in the Square. Spider-Man sighed in resignation.

"Well, this should be nothing short of a disaster."

Meanwhile, Norman was in his office at Oscorp when the lights flickered on and off. He was immediately on edge when lightning shot out of an outlet, from which emerged the figure of Electro.

"Remember me?" he taunted.

Norman tried to move to the door, but Electro fired a lightning blast in his path

"You ain't going anywhere, Osborn! Not until you answer for what you've done!"

Norrman froze, recognizing the voice.

"Max Dillon?"

That kickball of yours doesn't exist anymore, boss." He advanced on him, sparking all the while. "The name is Electro. And you're gonna pay for stealing my work!"

Norman recoiled, holding up a hand

"Wait, wait! Can't we just sit down and talk about this?"

"I'm done talking!" Electro snapped. "I just want you dead!"

"Is that really what you want? Or do you want what you've always wanted? Credit? What's rightfully yours?"

Electro paused, backing away for a second.

"What do you have in mind?"

"A deal. You want the power grid you helped design, right? It's all yours. Provided you do a little task for me."

"And that is?"

"Destroy Spider-Man. Bring him to me, dead or alive."

Electro considered the offer for a moment. "What's your business with Spider-Man?"

"That's not important. I just want him out of the way. So… do we have a deal?"

Electro nodded.

"Alright, fine," he agreed. "But know this, Osborn. You even think of weaseling out of your end of the bargain, and I'll fry you next."

Meanwhile, at Peter's lab, he was working on repairing his fried web shooter as he and Peni exchanged notes.

"I tried to warn you that Max was out and about, Pete," Peni sighed. "But his little hissy fit before he left fried my phone."

"It's cool," Peter assured. "I had a feeling he'd be trouble."

He sighed. "Hard not to feel sorry for the guy, though. He's a victim. But that doesn't change what I gotta do, Pen."

"I know, just... don't hurt him too hard, okay?" Peni requested.

"I'll try. Unfortunately, I have to worry more about him hurting me. Last time, he fried one of my web-shooters."

"I'll work on shockproofing your web-shooters," Peni decided. "In the meantime, maybe you should do the same for your costume."

"Good idea. Save myself another session of electroshock therapy."

As Peni got to work, Peter went inside, coming back with an old rubber air mattress.

"I knew this old thing was buried in my closet somewhere." he remarked.

Peter began pulling it apart, his eyes set on the rubber lining within. It took about an hour of work, but Peter managed to retrieve the lining and add it to his suit. He held it up, looking it up and down.

"The Spectacular Seamstress you're not." Peni deadpanned.

"Still, it'll work," Peter replied. "One insulated Spider-Man suit."

"Well, as long as it keeps you alive," Peni handed him the web-shooters. "Here."

"Any chance these things won't get fried?"

Peni shook her head. "Remember eighth grade science class? You magnetize a nail with a battery…"

Peter snapped his fingers. "And it holds an electric charge!"

"I did the same to your web-shooters. With a little help from some jumper cables and the car battery from your aunt's old station wagon." At Peter's look, Peni raised a hand. "Relax, I put everything back. She'll never know I was there."

"Good. Now I'll be ready for round two with Electro."

As if on cue, the lights went out. They looked out, seeing the entire city seemed to be having a blackout.

"Which might be right now," Peni remarked.

"What do you think he's up to?" Peter asked.

Peni tapped her chin in thought before perking.

"The Oscorp Power Plant. Max designed the entire power grid there. But Harry's dad neglected to give him any credit for it."

Peter raised an eyebrow. "Is it just me, or do a lot of the villains popping up nowadays have a semi-justified grudge with Norman Osborn?"

Peni nodded. "It is a bit of a pattern."

Spider-Man wasted no time swinging to the power plant. It wasn't too long before he found Electro standing in the middle of several Tesla coils, looking up at him.

"You're too late, Spider-Man," he declared. "I designed this power grid. Now I'm gonna take back what is rightfully mine. I will control everything and I will be like a god to them!"

"A god named Sparkles?" Spidey questioned. "Well, Thor is already taken, so... yeah."

Electro blasted at Spider-Man, forcing him to leap out of the way.

"You can't stop me, Spider-Man! If you have any sense, you'll run for your life!"

"Sure, but before I go, can you charge my phone?"

Electro blasted at him again, forcing Spider-Man to swing out of the way. He rolled onto the ground, shooting two web lines at Electro. Electro scowled before grabbing the weblines, sending a line of electricity down them. The electricity hit the web shooters, but did nothing.

"Yes!" Spidey cheered. "Thank you, Peni Watanabe."

He then yanked on the webs, throwing Electro to the ground. Electro hit hard, the pavement cracking. He got up, revealing his mask had been destroyed, exposing a head and face with yellow skin, lightning lighting up the veins as his face literally turned red.

"You ready to give up?" Peter asked.

Electro screamed in rage, lightning shooting from his mouth at the web-slinger.

"Whoa!" Spidey jumped out of the way. "Talk about halitosis. Ever hear of Tic-Tacs, or Listerine?"

He swung around, kicking Electro back as he began sparking again. Lightning bolts lit up the area as Peter went on the defensive.

"Just like a bug!" Electro ranted. "You head for the light even when you know it'll kill you!"

"You know that's a common misconception," Spidey said. "Spiders are actually arachnids."

Eventually, a lucky shot knocked Spider-Man out of the air. He hit the ground before pulling himself up.

"So, you insulated your pajamas," Electro mused, impressed. "Well, let me tell you something about electricity, Spider-Man."

He raised his hands, which were sparking crazily. "A big enough charge can overload any insulator!"

"Only works if you can hit them," Spider-Man quipped, leaping up and over Electro before he could hit him. He immediately began dodging again as he kept firing. He snagged him with a webline, launching himself at Electro. He tackled the villain, the two hitting the ground grappling before Electro managed to pin Spidey down

"You like telling jokes, Spider-Man?" Electro asked. "How about this one? What do you get when you cross a loner who just wanted a little love and respect with a society thatabandonshim, andTREATS HIM LIKE TRASH?!"

"A terrific headache?"

"I'll tell you what you get!YOU GET WHAT YOUf*ckING DESERVE!"

He yanked Spidey up by the throat, flying high up in the sky before going back down as fast as he could. As they went, Peter kept punching him in the face before shifting their positions and continuing to pummel him in freefall. They slammed into the pavement, Electro taking the brunt of the fall before Spider-Man sprang away, looking for anything he could use against the electric man.

"C'mon Spidey, think!"

Eventually, his eyes fell on a water pipe nearby. Seeing Electro beginning to get up, he jumped on the pipe, shooting two weblines and yanking with all his might.

"Let me tell you something about electricity, Electro! What happens when you mix it with water?"

The pipe snapped open, water spraying from it and onto Electro before he could get out of the way. He crashed to the ground, sparking and shorting out. Once that was done, Peter webbed him up as sirens approached before swinging away.

"Here's hoping he gets the help he needs." he muttered.

The next day, Harry gave Peter the cold shoulder, annoyed that his best friend bailed on him and didn't help him study. After failing his calc test, he stormed home, throwing his bag aside and knocking over a plant. As he stomped around, Norman emerged from his office.

"You seem... troubled, son." he said.

"Troubled?" Harry snapped. "You think? I failed my calc test 'cause Pete abandoned me! Flash's crowd won't let up, and-"

"Enough!" Norman cut in. "If there's anything I can't stand, it's whining."

Harry shut his mouth as Norman stepped forward.

"Take some responsibility. Peter's not the reason you failed. You wanna pass a test? Study. You wanna be popular?Bepopular."

He put a hand on his son's shoulder. "Life's pretty simple, Harry. When faced with adversity, you cowboy up and do what you have to do. Take control of your own destiny, boy."

With that, he went into his study, leaving Harry to ponder his father's words.

"Yeah…" he said. "He's right. That's what I'll do."

Norman closed the door, turning to face the figure in the back, an older man in a business suit with brown hair.

"My apologies for the interruption, Agent Coulson." he told him.

"Quite alright, Mr. Osborn," Agent Coulson assured. "I understand you're a busy man."

As Norman took a seat, Agent Coulson got down to business.

"Now, Director Fury's a patient man, but he has his limits. How is your serum progressing?"

"Quite well," Norman replied. "We should be ready to enact human trials before long. I just need a little more time."

"Well, we're running out of time," Coulson said. "If you don't deliver by this time next week, I'm afraid we'll have to withdraw the contract."

"You can't," Norman insisted. "We're close, we just need more time."

"Then I suggest you hurry," Coulson sighed at Norman's annoyed look. "I'm just reporting on Director Fury's behalf. Don't shoot the messenger."

With that, he stood up and departed. Norman fumed for a few minutes before grabbing his phone and calling his staff.

"We're running out of time to perfect the OZ, which means it's time to get serious. I don't care how we do it, or by what means we do it. Bring… me... Spider-Man!"

Chapter 13: Enter the Hunter

Chapter by Author_Of_Insanity101, Smijes08, WindstarOsprey

Chapter Text

It was evening in New York. In his office, Norman sat at his desk, a tall, well-built man before him.

"Sergei Kravinoff, I presume?" he asked.

"No need to be so formal," the man replied, his voice thick with a Russian accent. "You can call me Kraven. Everyone does."

"Of course. I trust you've gone over the files I sent you."

"Indeed," Kraven raised the file in his hand, all of it detailing Spider-Man. "You were not lying when you said this would be a hunt unlike any other. But I must ask, why do you want this prey?"

"That's not part of our deal," Norman said sharply.

"Apologies. Mere curiosity, is all."

"My reasons are my own. Just track down and capture Spider-Man for me. Whatever price you want in exchange, name it."

Kraven chuckled. "Mr. Osborn, if this prey is truly as amazing as you claim, then this hunt will be price enough."

"Excellent," Norman smiled. "Then I'll let you get to it."

Kraven stood up, walking out of the office with file in hand.

"You won't slip through my fingers again, Spider-Man," Norman vowed. "This time, you're mine."

At Peter's lab, he was pacing around nervously. Peni sighed.

"Come on, Pete," she said. "You've faced down armed robbers, costumed villains, and giant reptiles. So why is talking to a girl making you pee your pants?"

"Well, probably because most other girls have told me to take a hike, and that's on a good day," Peter said matter-of-factly. "And that's on a good day. Liz is, so far, the only girl besides you that doesn't treat me like the nerd plague."

"That's because unlike most of the airheads on the cheer team, Liz actually has some brains," Peni remarked. "And you've already faced the worst possible outcome enough times. So what do you have to lose?"

"Well…" Peter began, "For starters, she just broke up with Flash not too long ago. It's not too soon, is it?"

Peni raised an eyebrow. "It's not like you're asking her to Homecoming. You just want to get coffee."

"Right…" Peter took a deep breath. "Right. Go up to her, ask her for a slice of pizza at Pepe's. The worst she can do is say no."

Peni smiled. "That's the spirit."

Some time later, Peter waited at the gym, pacing as Liz got done with cheerleading practice. Once she had changed, he worked up his courage and approached her.

"Hey, Peter," Liz greeted. "What's up?"

"Nothing," he answered, rubbing the back of his head awkwardly. "So... you have any plans for this Saturday?"

"Not really. Why?"

"Well, if you're not busy... I was wondering if... maybe you'd like to…"

Liz gave Peter a deadpan stare.

"You gotta finish the question for me to answer."

"You wanna go out for coffee this weekend?" Peter blurted out, quickly and a tad too loud.

A moment of silence passed as Liz processed the request.

"Are you... asking me out?"

Peter sighed.

"Yeah. Yeah, I am. So... what do you say?"

Liz just smiled. "Y'know what? Sure. Coffee sounds great."

"Really?" Peter let out in surprise before playing it cool. "I mean... great. See you then."

He rounded the corner, and once he was out of sight, grinned and gave a small fist pump.

"Yes!"

Later, he was swinging through the city in costume, looking for any crime.

"I finally did it," he mused to himself. "For the first time in my life, I actually got a girl to say yes to a date with me."

He smiled under his mask. "Oh, if you could see me now, Uncle Ben…"

-X-

Unbeknownst to him, Spider-Man was being watched by Kraven.
"Such speed... such agility…" he mused. "You will make a worthy challenge, indeed."

-X-

As Spidey swung across the streets, his spider-sense suddenly went off like crazy.

"Oh, well," he sighed. "Easy come, easy go."

He swung for a bit, pretending he didn't know anyone was behind him as Kraven hopped across the rooftops after him. He eventually stopped before a billboard, ducking out of the way just in time to avoid an arrow.

"An arrow?" he asked. "What, is there a Renaissance faire in town?"

He looked around and saw a figure standing on a rooftop, prompting him to swing towards it. Kraven took a few steps back as Spider-Man landed in front of him.

"Whoa," he let out. "Little far from the jungle, aren't ya, Tarzan?"

He looked the man upside down; he was dressed in hunting apparel consisting of a fur-lined vest and green cargo pants. He had a thick black mustache and soul patch, and a prominent scar across his left eye with several more on his chest.

"Where'd you come from?"

"Mother Russia," Kraven replied. "By way of Mother Africa."

"Wow," Spidey let out. "Two moms, and yet, so ill behaved."

"It is as he said," Kraven mused. "You have quite the mouth under that mask. Perhaps I will keep your tongue as a trophy."

"First off, gross," Spider-Man deadpanned. "Second, 'he'?" he sighed. "Let me guess. Norman Osborn hired you to bag and tag me?"

"Indeed," Kraven drew two blades. "He promised me the hunt of a lifetime. Let us see if you live up to your reputation."

He hacked and slashed at Spider-Man, who dodged and weaved around him.

"Dream on, Elmer Fudd! I'm not gonna be delivered to Oscorp like some animal!"

"Do not confuse me for some child's cartoon, Spider-Man. I am Sergei Kravinoff. Kraven the Hunter. The greatest hunter in the world!"

"And the most modest."

The fight brought them to the edge of the roof, causing Spider-Man to lean back as far as he could. He then fired two webs, knocking the blades out of Kraven's hands. Kraven just tackled him off the roof, the two grappling as they fell.

"Just what're you playing at?" Spider-Man questioned. "Did you get bored with hunting lions and tigers and bears, and decide to move on to the most dangerous game?"

"In a manner of speaking," Kraven admitted. "Now be still. The noblest prey meets their end with silent dignity."

"Prey? Silent? Dignity?" Spidey scoffed. "It's like you don't know me at all."

Spider-Man shot two weblines and swung into a nearby window. Despite the glass cracking, Kraven kept a tight grip.

"Hey, I never do anything easily. And if you think I'm letting Russian Crocodile Dundee do me in, you've got another thing coming."

He slammed him into another building, dislodging him. As Kraven fell, Spider-Man quickly caught him in a webbing net.

"Amazing…" Kraven let out. "No beast has ever broken free of me."

"Okay, I think I see the confusion," Spider-Man remarked. "I'm not a beast, buddy. I'm a spiderman. Get it?"

Kraven quickly pulled out another blade and cut himself free, allowing him to drop to another rooftop. Spider-Man dropped down as well, the two facing off as Kraven pulled out a boomerang.

"You truly are everything Norman Osborn said. The ultimate challenge."

He threw the boomerang, only for Peter to nonchalantly dodge.

"Really? A boomerang?" Spider-Man said flatly.

He ducked when it came back around. "You'll have to do better than-"

He was cut off when a pair of bolas wrapped around his arms and legs, forcing him to kneel over.

"Yeah, that'll do it," he strained against the bolas. "But the proportionate strength of a spider here. How long do you think some rope is gonna hold me?"

"Long enough for me to use this." Kraven pulled out a blowgun. "This dart is filled with enough tranquilizer to bring down a bull elephant. It will all be over soon."

"Damn it…"

Thinking fast, Spider-Man shot a web at the end of the blowgun, blocking it.

"What is-?!" Kraven exclaimed.

"Just one example of my extraordinary spider powers. Here's another one!"

Mustering his strength, he snapped free of the bolas and began shooting webs at Kraven. He threw the spear, narrowly missing Peter as the fight led to the streets below.

Kraven raised an eyebrow as he looked Spider-Man over. Confused, Peter looked down to see the side of his suit had been torn, exposing a set of white boxers with red hearts on them.

"Okay," he began. "For the record, those undies were half price and do not reflect my very high macho quotient."

Kraven just spear-tackled him, ramming him into the side of a taxi. Spider-Man quickly grabbed him by the collar and lifted him overhead, tossing him into the hood of a nearby car.

"Had enough?" he quipped.

Kraven charged, swinging at him. By this point, however, Spider-Man had decided to get serious, effortlessly dodging his attacks before beginning to drive him back.

Kraven charged, but by this point, Spider-Man had begun dodging around and started to get serious, driving him back.

"You just don't get it, do you?" Spider-Man responded. "I'll admit you're good. Maybe at the whole hunting thing you're even the best. But when it comes to the New York superpowered scene, you're out of your league."

Kraven just laughed in response.

"Did I say something funny?" Spidey asked.

"I suppose an explanation is in order," Kraven admitted, gesturing to the scars on his chest. "Do you want to know how I got these scars?"

"Oh, a scar story. Goody. Let me guess, alcoholic dad? Bummed out wife? Or maybe ya got cat scratch fever? Let me know if I'm getting warmer."

"A hunting accident. The lion was wounded, and I was careless."

"Ouch."

"I was near death. But an associate of mine created a special serum derived from rare jungle herbs to save my life. The experience was excruciating... but it increased my strength and reflexes. After I recovered, I went back, and with my bare hands got my revenge."

He sighed, looking off to the side.

"It was easy.Tooeasy. I had become so powerful that no prey could challenge me. To one who lives for the thrill of the hunt, this was a tragedy. My life was over... until Norman Osborn approached me and told me all about you."

"So you're hunting me for sport, huh?" Spidey deduced, starting to look around. "Alright then, Kraven. You want a hunt, I'll give you one. Just try and catch me!"

He quickly shot a web. Kraven dodged and turned back, only to see Spider-Man had fled into the city in the time it took for him to avoid the web shot and look back.

"The hunt is on…" Kraven growled, eyes blazing with excitement.

As Kraven took to the rooftops, Peter emerged from a nearby alley in his street clothes, watching him go.

"That oughta keep him busy for a while. But just to be safe…"

He ducked into the crowd, disappearing. Kraven searched around for a while, eventually finding the torn piece of Spider-Man's costume left behind in their fight. He picked it up, holding it to his nose and giving it a sniff. His eyes became cat-like as he did, and he grinned.

The next day, Peter and Liz met up at a cafe for their coffee break.

"Actually on time," Liz remarked. "This must really be a special occasion."

Peter shrugged. "Eh, I didn't have much to do today myself."

They kicked back, relaxing and chatting casually. At that moment, a door opened, and Peter's heart skipped a beat as he heard a familiar voice.

"Black coffee. Two sugars."

He turned to see Kraven himself at the counter. As Kraven started to turn towards him, Peter turned back to Liz to avoid eye contact.

"You okay, Peter?" she asked.

"Uh… yeah, fine," Peter assured. "Just zoning..."

Kraven passed by, and Peter noticed the small scrap of his suit in his hand.

"...out."

The two locked eyes briefly before Kraven calmly walked out of the cafe, cup in hand. Liz briefly watched him walk out.

"Who was that guy?" she asked. "I swear, something about him made my hair stand on end."

"Not... entirely sure," Peter admitted.

He lifted his coffee, "accidentally" spilling it on his shirt.

"Damn. Clumsy me."

"Oh god, are you okay?" Liz cried.

"Fine. Just need to wash this off. Be right back."

He slipped out the bathroom window, seeing Kraven in the alley behind. He finished his coffee before tossing the cup in a trash can.

"I did not see this coming," the hunter confessed. "The Spider-Man is a spider boy. How old are you, child?"

"Not a child," Peter said. "I'm fifteen. So... what happens now? You gonna net me and drag me back to Osborn?"

"You promised me a hunt," Kraven said simply. "I have hunted. And now, I catch you. But I am an honorable hunter, so you have a five second head start. But no more hiding… Peter."

"How generous," Spider-Man deadpanned.

He immediately began swinging, heading for Central Park.

"I just had to duck out without finding that costume scrap…" he grumbled. "Now I have a super-hunter after me, who knows who I am!"

As he went, he perked before dialing Liz, thinking up a quick excuse.

"Sorry Liz, something's come up. Had to run off to the Bugle for a photo job."

"Seriously?" Liz questioned.

"Think we can reschedule?" Peter asked.

"We'll see how it goes. I thought you said you didn't have much to do today."

"I didn't... until Jameson called me wanting a photographer. He's a bit of a hardass." he landed in the center of the park. "I'll call you when I get the chance. Bye!"

He hung up, looking for any sign of Kraven.

"Alright Spidey, stay frosty," he muttered. "Spider sense should warn you if Kraven tries something." He sighed. "And now you're talking to yourself. Nice."

Just then, his spider sense went off, seconds before an arrow sliced through the air.

"It is time, Spider-Man," came Kraven's voice. "Here and now, we will see who is the hunter, and who is the prey!"

"Or you could take up another hobby," Spider-Man replied. "Like stamp collecting or knitting."

He looked around, his arm hairs standing on end. Eventually, Kraven jumped out with his spear, coming down for a stab. Peter quickly dodged to the side and threw a punch, catching Kraven in the ribs. Kraven was sent flying back, grunting before grinning. Spider-Man went on the offensive, landing a few punches. Kraven stumbled back, smirking as he wiped blood from his lower lip.

"Impressive. You've drawn first blood," he remarked. "But now it's my turn."

He grabbed Spider-Man's head between his legs, throwing him into a tree. Spider-Man shook his head, looking up to see Kraven throwing a knife towards him. He quickly leapt upwards, causing the knife to hit the tree.

"Haven't you heard?" he shouted. "There's a law against hunting men! Even ones with spider powers!"

"The laws of men mean little to me, Spider-Man," Kraven replied. "The only law I follow is the law of the jungle, where the strong reign supreme."

Kraven leapt up into the tree, forcing Spider-Man to keep moving. They hopped across the trees, trading punches where they could. Eventually, however, Kraven landed a mighty blow which sent Peter to the ground, seemingly unconscious. Kraven planted his spear in the ground, nodding in respect.

"A good hunt," he mused. "But this outcome was inevitable."

When Kraven reached for Spidey, he suddenly got a face full of webbing.

"Don't count your chickens until they hatch, Kraven!"

As Kraven struggled to get the webbing off his face, Spidey delivered a flurry of blows to his stomach, using every bit of his strength. With one last blow, Spider-Man knocked him to the ground.

"Score another one for New York's number one genetic misfit. Namely, me."

Kraven coughed, his breath ragged as he got up, finally freeing his face from the webbing.

"Oh, come on…"

Kraven faced Spider-Man, then dropped to one knee.

"I yield," he said calmly.

"Wait," Peter blinked. "That's it?"

"You have proven the greater warrior here, Spider-Man. I gave it my all and lost on my own terms. you are truly the greatest prize I have ever hunted. Now go, you have earned your freedom."

"Seriously? Just like that?"

Kraven nodded. "Law of the jungle. The strong reign supreme."

Deciding not to look a gift horse in the mouth, Spider-Man shrugged.

"Thanks, I guess," he said as he swung away.

Later, at the lab, Peter explained what had happened to Peni.

"So Norman hired some crazy big game hunter to bag and tag me. At least he had some loony code of honor and let me go. Bet Norman wasn't expecting that."

"Yeah, I agree," Peni said. "Still, the next guy may not share his sense of honor."

"Oscorp's been coming after me in full force all week," Peter mused. "I think it's time to return the favor."

Peni perked. "Wait. You mean-?"

"I do," Peter nodded. "I have to get to the bottom of this, and that means an unannounced visit to Oscorp."

Later, at his office, Norman was on the phone with Kraven, scowling in rage.

"Spider-Man was every bit the challenge you promised, Mr. Osborn," Kraven mused. "Hence why I allowed him to leave. As a testament to his skill, he deserves the right to roam free."

"That wasn't part of our deal, Kravinoff!" Norman spat.

"Well, then perhaps you should have hired a lowly bounty hunter with no scruples who only fights for profit," Kraven said matter-of-factly.

At that, Norman threw his phone into the wall, smashing it before sweeping everything off his desk with a roar. As he composed himself, Norman picked up the office phone, contacting the science division.

"Time is up. With or without Spider-Man, we'll have to advance testing. Proceed with the human trials of OZ immediately. I'll be there tonight."

Chapter 14: Code Green

Chapter by Author_Of_Insanity101, Smijes08, WindstarOsprey

Chapter Text

In the dead of night, Peter was suiting up. After double-checking the pillow dummy he planed in bed, he swung out toward Oscorp, putting an ear to the Bluetooth headpiece he had under his mask. After a few minutes of ringing, a sleepy Peni answered.

"This is not Peni Watanabe's residence," she grumbled, clearly unhappy to be woken up this late, "because she's gone to bed. And why the hell haven't you?"

"Going into Oscorp," Spider-Man reported. "Could use your eyes and ears."

A moment passed as Peni woke up completely.

"Seriously?"she asked. "Pete... you are aware this is breaking and entering. If the cops don't get you, Norman will. And frankly, I'm pretty sure he's worse."

"Norman's already trying to 'get me'," Spider-Man replied. "I don't have much of a choice right now."

"Pete, Norman Osborn is averypowerful man. You and I both know he basically owns Manhattan. He could have you arrested... or killed!"

"Only if I get caught. I'm done waiting around, Pen. Tonight, we find out once and for all why he wants me so bad."

He made it to Oscorp, prying open a vent and slipping into the building. "I'm in."

"Alright…" Peni sighed. "Still can't believe this is happening."

"Believe it."

"Anyways, keep going straight, then you should come out in the elevator shaft. After that, just go down."

"Simple enough. Just let me know when the hard part comes up."

"You have a screw loose. No, scratch that. You have several screws loose."

"I'll pick up a screwdriver on my way home."

He came out in the elevator shaft as Peni predicted, slowly rappelling down on his web before coming out and looking around. He found himself in an area filled with cubicles, several workers on the night shift, with a reinforced door at the end.

"Remember what Harry once told us about Oscorp security measures?"

"Yeah. Their 'Special Projects' division can only be accessed by a special code, and no one person has the whole code."

"Meaning I'll have to check the computers around here for it, without getting caught."

"Not too late to get out of there and go to bed."

"Sorry. Come too far to back out now."

He carefully crept around, checking out active computers and downloading the code fragments into a flash drive he had in his utility belt. It was tense, and more than once, he came within a hair's breadth of being discovered.

Eventually, however, he retrieved the code and made it to the door, getting it open. He hugged the shadows and stuck to the ceilings as he made it through the labs, eventually squeezing into another air vent. This led him to one lab in particular, where Norman was talking to another scientist, the two working with containers of green fluid.

"Mr. Osborn, please," the other scientist pleaded. "The OZ serum isn't ready. The lab mice have shown signs of violence, aggression and insanity, and we still don't have Spider-Man's blood to add to the mix."

Spider-Man's eyes narrowed at that

"Don't be a coward, Dr. Stromm," Norman replied. "Risks are part of laboratory science."

'If you just give me two weeks, I can get a proper medical staff and a volunteer. Just let me-"

"We don't have two weeks," Norman cut in sharply. "If we don't deliver to SHIELD soon, we'll lose the contract and Oscorp will be dead. Sometimes, you gotta do things yourself. Now, either prepare the chamber or your resignation. We're testing the serumnow."

Seeing no other options, Stromm decided to prepare the chamber.

"This is not gonna end well…" Peter muttered.

As he watched, Peter spoke quietly to Peni, looking over the tubes and deducing what was going on.

"So that's what's been going on," he realized. "Apparently, Oscorp's been working on recreating the Super-Soldier Serum for SHIELD."

"Has Norman lost his mind?" Peni demanded. "Nobody's been able to remake that serum since Captain America went missing at the end of World War II! Everyone who's tried has failed! For God's sake, it'sbecauseof one of those failures that the Hulk is running around!"

"Yeah, I can only imagine what's gonna happen with Osborn. But that's why he's been after me. He thought my blood would stabilize it. And since he kept failing to get me…"

"He basically decided 'screw it.'"

"Yeah."

"Pete, you've gotta get outta there," Peni insisted. "Especially if this turns into another Gamma Project."

"Right. I found out what I needed to know, anyway."

Peter was fully prepared to go, but something was keeping him there. Out of curiosity or some other reason, he wasn't sure, but something kept him watching as Norman was strapped into a chair in a specially designed gas chamber, drinking a bottle of something before it filled with green gas.

"Peter, what the flip are you doing?!" Peni demanded. "Get the hell outta there!"

He didn't answer, just watching as the monitors showed different screens before one of them began rapidly beeping. Suddenly, they heard rapid grunts of pain, and the gas cleared just enough to show Norman violently convulsing in the chair, his eyes rolled back in his head. Peter gaped in open-mouthed shock before shaking his head.

"Okay, Pen, I've seen enough," he decided. "Whatever's going on, if there was ever a time to run for the hills, this is it!"

Spider-Man made his way back through the vents, hoping to get out of there fast. Dr. Stromm watched in horror before shutting down the gas, but Norman's seizure continued. Before long, it stopped as quickly as it began. Norman slumped, completely limp, before he flatlined.

"Oh my God…" Stromm whispered. "Norman!"

He ran into the chamber, looking him over before frantically beginning chest compressions. All of a sudden, his heart rate resumed, and Norman's eyes snapped wide open. He lunged forward, grabbing Stromm by the throat. Stromm gagged, gaping at the utterly psychotic expression on Norman's face.

"Back to formula?" Norman let out casually.

With a simple shove, he sent Stromm flying out of the chamber, shattering the glass. Battered, bruised, and bleeding in a dozen places, Stromm scrambled to his feet as Norman stepped out, grinning evilly.

"Norman?! What are you doing?!" Stromm demanded.

"Norman isn't home right now, Mendel." Norman remarked casually, advancing on him.

Staggering away, Stromm hurried out of the lab, slamming his fist on the alarm button as he did.

-X-

Just as Spider-Man made it outside, he could hear the alarms flashing.

"What the heck?" he let out.

He looked between the building and the street, debating what to do.

"Donoteven think about it, Peter Parker!" Peni snapped. "Just once, put your saving people thing aside and get the hell away from Oscorp!"

"Why wish for the impossible, right?"

Before he could make up his mind, he heard glass shattering, and looked up to see Stromm flying out a window above.

"Crap!"

He jumped out the window himself, rushing to catch the guy. He managed to snag him, shooting a webline to halt their fall.

"Are you alright?" Spider-Man demanded. "What happened?"

But Stromm was out cold, most likely having fainted on the fall down. As sirens approached, Peter decided not to push his luck. He set Stromm down before swinging off into the night.

The next day, Peter and Peni met up in the lab. Both of them bore small bags under their eyes, Peni sipping on a thermos of black coffee as Peter updated her on what happened at Oscorp.

"And then before I could make a move, this guy went crashing through a window," he concluded. "I caught him, but he passed out before I could ask him anything."

"I asked around the building today," Peni said. "Nobody knows what exactly happened or who attacked Dr. Stromm."

"And I called Harry first thing in the morning," Peter remarked. "According to him, Norman's been completely normal. But that makes no sense. I know what I saw last night… He was convulsing, and I'm almost certain he flatlined."

"Maybe we were worried over nothing," Peni mused. "Maybe the formula was inert."

"Maybe... but I have a bad feeling about this, and it's not just my spider-sense."

A few days later, Norman stormed into his office in a rage. In the wake of losing the SHIELD contract to Alchemax, the board of directors had forced him to step down as CEO, and he was anything but happy

"The board can't fire me! Ibuiltthis company! HOW DARE THEY?!"

Norman looked out the window, seething with rage

"I'll teach them a lesson they won't forget."

He stormed into the weapons lab, looking over a suit of prototype armor and a hi-tech glider, his variation of Adrian Toomes' tech flight. With a maniacal grin, he took the armor and helmet, getting to work redesigning them to suit his ends.

At the Alchemax building, Agent Coulson was meeting with several scientists and their CEO, Tiberius Stone, as they demonstrated a new exoskeleton

"Our exoskeleton's got some real firepower, Agent Coulson," Stone promised. "It could give Tony Stark a run for his money."

"If it does what you say it can, the contract's all yours." Coulson replied.

They stood back and watched as the exoskeleton began flying around.

"I assume you're confident about this test?" Coulson asked.

"Absolutely," Stone assured. "Captain Curtis is the top pilot of our aeronautics division. But what about your commitment to Oscorp?"

Coulson shrugged. "Norman Osborn had his chance and blew it."

"Right," Stone agreed.

"Director Fury and I never had much faith in his OZ formula anyway. Nobody's ever been able to replicate Dr. Erskine's work."

"Indeed. There was only ever one super-soldier, God rest his soul."

"Couldn't have said it better my-"

Suddenly, there was a loud explosion. They looked up in time to see a missile blow up the exoskeleton, followed by the sound of maniacal laughter. From above flew a figure in a green costume atop a glider device, headed right for them.

"Son of a…" Coulson let out. "MOVE!"

Coulson got Stone out of the way just as an explosive device was thrown down, destroying the bunker. The man on the glider let out another laugh.

"You want to make a deal?!" he ranted. "Here's one! Entertain me, and I'll make your deaths swift!"

Coulson pulled out a gun and opened fire on him. The green-clad maniac flies around, continuing to laugh like a lunatic while dodging the bullets.

"You call yourself a SHIELD agent?!" he taunted. "I've seen toddlers with better aim!"

He flew down, grabbing Coulson by the neck with a sad*stic smile.

"Who… what the hell are you?" Coulson demanded.

"I'm the new face on the block. New York's latest criminal mastermind. You can call me... the Goblin!"

He throws Coulson into the wall, knocking him out cold before flying off into the night.

"Now all that's left is to take care of that board who thought they could dispose of me so easily…"

The next day found Peter with his friends in Times Square, attending a Christmas celebration with most of the city.

"It's funny," Peter remarked. "With all that's been going on, I almost forgot it was even Christmastime."

"I know how you feel," Harry remarked.

Peter looked around, smiling before letting out a sigh.

"Peter, what's wrong?"

"Nothing," Peter assured. "It's just... this is my first Christmas without Uncle Ben."

Gwen placed a hand on his shoulder.

"I know this has been hard for you," she said softly. "But please, don't let it get you down. Your uncle wouldn't want you to spend the rest of your life moping and mourning, would he?"

Peter shook his head. "No, of course not."

"Besides, I'm sure he'd want you to enjoy the holiday," Peni added. "And be with those you still have. Like us."

At that, Peter managed to smile, his sad mood seeming to evaporate.

"Yeah... you're right."

He got into the festivities before long, spending time with his friends. Eventually, however, he felt the familiar tingle at the back of his neck. Peni turned to him, recognizing the expression on his face.

"Spider-sense?" she asked under his breath, getting a nod. She sighed in exasperation. "Of course. I suppose it's too much to ask for scumbags and villains to take the holidays off."

Peter looked around, seeing something flying off in the distance.

"What is that?" he asked. "The Vulture?"

Peni squinted as the figure flew overhead. Several people began cheering, assuming it to be all part of the show... before the glider doubled back and flew at an upper balcony where some of Oscorp's directors were. This allowed them to get a good look at the figure; rather than the Vulture, it was a man in a green costume with an overlapping purple tunic, matching gloves and boots, and a long purple hat, making him resemble a goblin.

"I… don't think so," Peni said.

Suddenly, the figure cackled before throwing a small grenade. It detonated beneath the balcony, destabilizing it and blowing out several windows.

"Looks like Oscorp will need a new board of directors!" he declared.

A chunk of the balcony broke off, falling right for two people beneath it. On instinct, Peni rushed forward as Peter ran off, already unbuttoning his shirt to suit up.

"LOOK OUT!" she screamed as she jumped forward, tackling the man and woman out of the way a split second before they would have been crushed. As this went on, the Goblin flew at the directors, whipping out another grenade.

"Out, am I?!" he demanded as he threw it, the bomb beeping before unleashing a burst of green light that vaporized the directors, reducing them to skeletons that rapidly crumbled to dust. The Goblin burst into laughter at the scene.

"Now those were some dusty old coots!"

As he was about to pull out another bomb, Peni acted without thinking. She grabbed a rock, throwing it at him and hitting him in the back. The Goblin immediately turned to face her, and Peni had just enough time to realize she just made a fatal mistake as he jetted toward her, grabbing her by the collar.

"Hello, my dear," he greeted casually.

Peni gasped in shock before seeing movement out the corner of her eye and smirking.

"And goodbye."

At that very moment, Spider-Man came swinging in with both feet outstretched, kicking the Goblin with all his might and knocking him off of Peni and his glider. He quickly caught Peni as the Goblin fell into one of the tents below, while his glider flew around out of control. It jetted through one of the massive balloons that was holding up a stage structure, causing it to fall.

"Oh sh*t…" Spider-Man let out.

He dropped Peni on a roof, then swung down towards the falling structure. He shot several web lines to try and sustain it. Several people ran out of the way as Peter strained to hold it up, but one kid just stood there like a deer in the headlights.

"C'mon, move, kid!" he shouted. "I can't hold this up for long!"

The kid's mother grabbed him and pulled him away, allowing Spider-Man to drop the structure just as the Goblin rose to his feet. At that very moment, several police officers, Yuri and Captain George Stacy among them.

"Freeze!" Yuri shouted, drawing her gun as the Goblin mockingly raised his hands.

"I surrender!" he declared.

"Oh, boy…" Spider-Man sighed.

The Goblin then aimed his fingers at the cops, firing electric blasts from them. They narrowly got out of the way, but this allowed the Goblin the opportunity to get up close and beat them down with his bare hands. Spider-Man sprang toward them before throwing a punch, only for the Goblin to casually catch his fist.

"Impressive!" he declared before kicking Spidey in the chest, sending him flying about two dozen feet through multiple tables. The web-slinger's momentum was only halted when he slammed into a lamppost, which toppled over on impact.

The glider then returned to the Goblin, allowing him to leap onto it and fly towards Spider-Man. Spidey quickly got back to his feet and began running as the glider opened fire on him.

"So what's your story, gruesome?" he asked as he ran. "Party City employee upset that Halloween is over?"

"Wouldn't you like to know?" the Goblin shot back.

He launched a missile at Spider-Man, forcing him to swing upward.

"Well, most people don't attack a holiday festival for no reason," Spidey pointed out. "Where's your Christmas spirit?"

"Right here!"

The Goblin threw a bomb right at Spidey's head. He dodged, causing it to collide with the side of the building. He heard a pained shout, and turned in shock to see Gwen was near the building and had been thrown off her feet by the blast. Not only that, but the building was beginning to crumble... and Gwen was right beneath it!

"Hold on!" he screamed.

Spider-Man rushed forward, determined to save her, only for the Goblin to ram into him on his Glider, tackling him into the wall. He slammed Peter's face into the brick.

"We're in the middle of something here, in case you've forgotten!" the Goblin shouted.

"Call it a time out to save lives!"

Spider-Man clocked him in the jaw, only for the Goblin to backhand him.

"There are no timeouts in this game!"

The Goblin shoved Peter off the Glider. Spidey quickly got up, turning to Gwen.

"Hold on!"

The Goblin turned, preparing to fire on him again, only to get a faceful of webbing. With that, Spider-Man punched through the Glider's bottom and ripped out multiple wires, sending it flying away out of control. As the Goblin tried in vain to stabilize his flight, he shouted one last threat:

"WE'LL MEET AGAIN, SPIDER-MAAAAAAAN!"

At the moment, Peter was devoting all his focus to Gwen. He ran forward, grabbing her and swinging away just as the building crumbled completely.

"Thanks…" Gwen let out as they got to solid ground.

"Well, it beats taking the subway," Spider-Man quipped.

He set her down before preparing to swing off, only for Gwen to grab his arm.

"Wait a sec," she said. "Who are you, really?"

"Simple," Spidey replied. "Your friendly neighborhood Spider-Man, here to stop crooks like that from ruining your holiday cheer!"

With that, he swung away, whooping all the while. Gwen watched him go, smiling slightly.

"Dad was right," she said to herself. "He's actually pretty cool."

The next day, in his study, Norman sat down with a sigh, pouring himself a glass of whiskey. He was in a daze, uncertain of what had happened over the past few days when he heard an evil laugh. He looked around, seeing nothing.

"Is somebody there?" he asked.

"Somebody?" the voice mocked.

"W-Who said that?" Norman demanded.

"Don't play the innocent with me. You've known all along."

"I- I don't know what you mean."

"Yes, you do. Don't lie, Norman. It's unbecoming."

"Where are you?"

"Follow the cold shiver running down your spine."

Norman looked around, seeing nothing but masks and the like.

"I'm right here!" the voice snapped.

He spun around to see the mirror, seeing his reflection bearing an evil smirk and talking of its own accord.

"I-I don't understand." Norman insisted.

"Did you think it was a coincidence?" his reflection mocked. "So many good things happening for you, all for you, Norman!"

He gulped down the whiskey in his hand before tossing the cup aside.

"What do you want?" Norman asked.

"To say what you won't," the reflection said. "To do what you can't. To remove those in your way."

"No…" Norman shook his head. "No, I don't want that. I'm not-"

"Oh, but you are."

He held up that day's edition of the Daily Bugle, the headlines detailing the deaths of the Oscorp board members. Norman looked it over, realization dawning.

"The board members…" he let out. "You killed them. Y-you're the Green Goblin."

"Is that what the press has coined us?" His reflection thought it over, nodding. "I'll give Jameson that. It's catchy."

"How?" Norman questioned.

"How do you think?" the Goblin asked. "Your little accident in the laboratory, remember?"

Norman perked at that. "The OZ... it did this."

"Bingo," the Goblin nodded. "Me! Your greatest creation. Bringing you what you've always wanted. Power, beyond your wildest dreams, and it's only the beginning. There's only one man who can stop us. Or... imagine if he joined us?"

Norman could only reel back in shock as his reflection gave an evil, toothy smirk, chuckling darkly...

Chapter 15: Persona

Chapter by Smijes08

Chapter Text

Late one night inside a New York City bank, security guards were making their rounds, making sure the building was secure. As the guards continued to survey the area, a shadowy figure made his way out of a vent and toward the vault. He slid down before getting to work cracking it. After a few moments, the safe was open, setting off an alarm and alerting the guards.

Immediately, they ran in shining flashlights on the figure to reveal...

“Spider-Man?!”

Spider-Man fired a web at one of the guards, tying him up and causing him to fall to the ground. Another guard ran up toward him, prompting Spider-Man to kick him in the chest, sending him flying back. With that done, he went into the vault, grabbing bags of money.

“Thanks for the donation, fellas,” he quipped before making his escape.

The next morning, Peter and Peni were in shock at the headline of the latest Daily Bugle: "Spider-Menace robs bank! Shows his true colors!"

“What?!” Peter quickly turned to Peni. “Peni, I didn't do this!”

“Pete-” Peni began.

“I was studying for the next test and crashed!”

“Pete-”

“I swear to God, it wasn't me! I would never-!”

“PETER!!!” Peni screamed, silencing him. “Relax. I know this wasn't you.”

Peter sighed in relief. “Oh, good.”

“Look, clearly we're dealing with some kind of imposter here. Though to be fair, it's a pretty damn good one.”

“Not helping,” Peter replied.

“Sorry, but it’s true,” she replied while looking at the pic. “He's even using webs.”

“Can't be. My dad's biocable formula is one of a kind. It's in my lab.”

“So unless this guy knows your secret identity-”

Peter cringed. “God, I hope not.”

“We'll figure this out, Pete,” Peni assured. “For now, you might wanna keep a low profile.”

Peter nodded. “Good idea. Last thing I need is the cops trying to arrest me while I'm swinging to school.”

Meanwhile, at NYPD, Yuri was meeting with Captain George Stacy over Spider-Man’s robbery.

“George, you can't be serious,” she insisted. “We have eyewitnesses and everything.”

“You do know the kind of world we live in, right?” George countered. “Shapeshifters. Robots that look like people. For all we know, this Spider-Man could be a fake. Besides, why fight crime for months, only to start committing it?”

“Maybe he wasn't satisfied with charity work.”

“Also, another thing to consider,” He pulled up footage on his computer before turning it toward her. ”Here's the security footage from last night,” He then opened up another video. “And this is older footage. Notice anything off?”

She looked closely. In the older footage, Spider-Man was hopping around, fighting like a street brawler while constantly talking and cracking jokes, while in the more recent footage, Spider-Man was mostly stationary and silent.

“His mannerisms, the fighting style. It's all different.”

“Okay,” Yuri conceded. “I'm starting to see your point.”

“Just keep an eye out. And if we do have to arrest Spider-Man… know which one we’re dealing with.”

In an abandoned warehouse, "Spider-Man" was sitting on a wooden box, reading over an issue of the Bugle and musing to himself

“This is impressive. though not enough,” he mused. “The press is already turning on Spider-Man, but the police have yet to budge.”

He pulled off his mask, revealing a white mask with holes for the eyes and mouth underneath

“If Spider-Man is to truly be hounded by the city he claims to love so much... I will need to step up my game somehow…”

At Midtown High, Peter and Peni sat with Gwen and Harry at lunch, overhearing some students talk.

“Spider-Man robbing a bank... guess the Bugle was right about him.”

“And I thought he was a hero. Guess I was wrong about that.”

Flash stood up at that. “How about you guys not shoot your mouths off about sh*t you know nothing about?”

“What's the big deal, Flash?” the first student asked.

“The big deal is that Bugle's full of nothing but lies! Spider-Man's a hero! No two ways about it!”

“He robbed a bank. In front of witnesses.”

“It was someone who looked like him. Probably a mutant shapeshifter, or robot.”

“Sounds like you're just in denial.”

Flash scoffed. “Oh, forget you two. I don't care what anyone says, nothing will make me believe Spider-Man's turned to crime!”

He stormed off at that.

Harry let out a whistle in astonishment. “Who knew Flash was such a Spider-Man fan?”

Peni leaned over to Peter, whispering under her breath, “If only he knew.”

“If only…” Peter whispered back.

“Well, I think he's right,” Gwen voiced. “Spider-Man's done so much for everyone. I can't see him snapping like this. The one who saved my life when that Goblin attacked the Christmas parade couldn't just randomly decide to go bad.”

“Question is if he's not the one behind all this, who is?” Peter wondered.

“Who knows?” Harry replied.

After school, Peter and Peni headed home, only to stop as they heard a report on the radio.

“Calling all cars, we have a robbery in progress. Suspect appears to be dressed as Spider-Man.”

“Looks like my evil twin finally decided to show himself,” said Peter. “I need to get down there.”

He was about to remove his shirt before Peni grabbed his arm.

“Hold it! You run down there in the suit, you're gonna get shot.”

Peter raised an eyebrow. “What am I supposed to do, then? Swing down there to save the day in my nerd clothes?”

“Not quite. I have a better idea.”

Peni headed back to her locker, returning with a black sweatsuit with a white spider logo, matching gloves, and a ski mask fitted with goggles

“What's this?”

“A temporary suit I whipped up just in case. One that, hopefully, shouldn't get you shot on sight.”

“Never really considered black my color,” Peter shrugged. “But I guess spiders can't be choosers.”

He took it, ducking into an alleyway. A moment or two passed before the newly black-costumed Spider-Man came out.

“Not bad,” he mused.

Peni waved him on. “Now get going.”

Peter nodded before swinging off.

Outside a jewelry store, several police cars pulled up, hoping to corner "Spider-Man". George and Yuri were there, the latter with a megaphone.

“You're surrounded, Spider-Man!” she announced. “Come out with your hands up!”

Suddenly, something came flying out of the store, landing in front of them. It exploded, releasing a gas cloud that disoriented the police. The imposter Spider-Man came running out, just as Peter came swinging in. He kicked the imposter in the face before landing on a car

“Oh cool,” he quipped. “I always wanted to meet ‘Spider-Man’. Know where I can find him?”

The imposter got to his feet, scowling.

“If you wanna sell it, maybe be more ‘Friendly Neighborhood’ and less ‘Angry Back Alley’.”

“And who are you supposed to be?” the imposter wondered.

“The real Spider-Man. Now… Get out of my suit!”

“Sorry, kind of using it.”

Peter jumped at him, the two grappling with each other intensely.

“Why my costume? Why me?! You could've gone with any gimmick!”

“Let's just say it's personal.”

He managed to knock Spider-Man aside before pulling something off his belt. Spider-Man’s eyes widened as his fake pulled a pin from the object.

“He's got a bomb! GET BACK!!”

Spider-Man chucked the bomb toward a crowd, Captain Stacy seeing it heading toward a kid.

“LOOK OUT!!” he called out, rushing at the kid.

He shoved the kid aside as the bomb got closer. Peter shot a web, snagging the bomb just as it went off, the explosion sending him into the wall.

“Okay.... ow…” he looked up, seeing Captain Stacy lying on the ground. “No…”

Yuri ran over, checking for a pulse. “Get a medical team! NOW!!”

In the confusion, the imposter swung away. Seeing this, Yuri scowled, grabbing a radio.

“Spider-Man is on the move! Captain Stacy has been badly wounded in an explosion!”

Peter clung to a nearby wall, clenching his fist in response to what had happened, before swinging off.

“Great. Juuust great. As if I didn't have enough to deal with already,” he winced. “And Gwen.... Oh God, Gwen....”

Later, Peter made his way to the hospital, running into one of the rooms to see Peni consoling a weeping Gwen.

“I came as soon as I heard,” he told them. “Is he...?”

“He's alive, but…” Gwen mustered to say. “Hurt really bad.”

“Aunt Yuri's pissed,” Peni reported. “She's already putting out an APB on Spider-Man.”

“And without the Captain to reign her in…” Peter began.

Peni nodded. “She'll be out for blood.”

“Damn it…” he let out.

He turned back to Gwen, grabbing a chair and sitting down next to her.

“I am so sorry, Gwen. Is... is there anything I can do?”

Gwen wiped her eyes. “Just... stay here. please?”

Peter smiled, wrapping an arm around her as she leaned on his shoulder.

-X-

Sometime later, when Gwen had gone to the bathroom, Peni sighed.

“Pete... what are we gonna do now?”

“Honestly... I have no idea,” Peter admitted. ”We're up sh*t's creek without a paddle.

He grabbed a remote and turned on the room's TV, hoping it would clear his mind. He surfed through the channels before something caught his eye. He stopped on a news report about four individuals dressed in blue uniforms fighting off some kind of monster coming from below ground. He leaned forward, his attention caught as it ended.

“Pen... I've got an idea.”

Inside the Baxter Building, Ben Grimm was fast asleep on the couch, unaware that a massive handful of shaving cream was being dispensed into his hand.

“A classic, but still effective,” Johnny Storm remarked.

He grabbed a feather duster, bringing it up against Ben's nose. Eventually, Ben slapped his nose, getting shaving cream all over his face. Johnny pumped his fist, taking off as Ben woke up.

“Johnny!” he cried out.

Johnny just laughed as Ben grabbed a towel, cleaning off his face

“Aw, come on, Ben. Just some good clean fun.”

Ben got to his feet, growling. “Hope it was worth the ass-kicking!”

“What?” Johnny replied, slowly backing away. “Can't take a joke?”

Ben swung at him, only for his fist to hit some kind of force field.

“Can we please go through one day without you two at each other's throats?” Sue Storm demanded, entering the room.

“Ask your brother!” Ben called back.

“Take a joke, Pebbles!” Johnny challenged.

“Give it a rest, Johnny,” Sue demanded.

Johnny sighed before walking off. ”Some people just have no sense of humor.”

“Eh, I could've set him straight if you'd given me five minutes,” Ben commented.

“You do that, and he wouldn't even be able to see straight,” Sue retorted.

“Your point being?”

“That disciplinary actions aren't your strong suit.”

-X-

Meanwhile, in the lab, Reed was hard at work examining some samples of Spider-Man's web left at the scene of his latest crime.

“Fascinating,” Reed commented.

At that time, Sue came into the lab.

“Hi honey,” Sue greeted. “How's it going?”

“I retrieved a sample of webbing Spider-Man left at the jewelry store he hit,” Reed explained.

“Find anything interesting?”

“Yes. This is the webbing used in the recent robberies.” He set out an empty plate. “And that's a sample left behind by the black-suited man who confronted him at the jewelry store.”

“Um…” Sue spoke up, looking at the empty plate. “There's nothing there.”

“It dissolved after an hour. This compound on the other hand is still here. Combine that with the lack of clean-ups, and it's safe to assume that in previous outings Spider-Man's webbing had a similar time limit.”

“So the one in black is the real Spider-Man…” Sue reasoned.

“While the one in costume is most likely an imposter.”

-X-

Outside, Spider-Man was swinging toward the Baxter Building

“Here's hoping they're in a listening mood.” he mused as he landed on the side of the building, crawling up and hoping to find an open window.

“C'mon, where is it…”

Eventually, he found a window he could open, and quickly slipped inside. Not long after entering did he find himself face-to-face with Johnny. The two were silent, staring at the other in surprise before Spider-Man awkwardly waved.

“Um... hi?”

“...Flame on!” Johnny instantly burst into flames and flew into the air.

“Whoa, wait! I-” Spider-Man ducked out of the way. “Will you hold on a second?! I'm just here to talk!”

“Sorry, got nothing to say.” Johnny threw a fireball at Spider-Man, who narrowly jumped aside.

“Wow, gives a new meaning to the term hot head.”

He was forced on the run as Johnny chased him.

“You blew up a cop, robbed a bank, and thought you could just come here without getting fried?”

“And how am I supposed to know you're the real Human Torch?”

Johnny stopped. “What?”

“It's true, a Spider-Man did do all those things, but not the Spider-Man, not me. Somebody's setting me up. I don't know why, but they're doing it. Maybe some Life Model Decoy or shapeshifter, but it wasn't me.”

Spider-Man watched as Johnny stared at him, taking in everything he’d just said. Then, the Torch narrowed his eyes, and his heart nearly stopped.

“Yeah, don't you hate when that happens?” Johnny said with a sigh. “It’s like when my girlfriend turned out to be a Skrull.”

“Oof…” Spider-Man said with a wince. “That's rough, buddy. Anyway, that's why I'm here. I need your help.”

Johnny still didn't seem convinced. He raised his fist, readying fire. Peter sighed.

“Would it be too much to ask to talk to someone with listening skills? Preferably not a hothead?”

He fired two webs and pulled on them hard, launching himself past Johnny as he made his way into the building.

“Hey!!” Johnny called out, but it was too late. “Dammit!”

-X-

“Whew!” Spider-Man let out as he wiped his brow. “Talk about playing with fire.” He took a second to catch his breath before running off. “Okay, I’m inside, now I just gotta find someone I can talk to who’ll actually lis–Oof!”

As he ran, he slammed into something rock-hard, bouncing off.

“Hey... I'm running here. Ouch...

He looked up, seeing he had run right into Ben Grimm.

“Oh, hey,” he greeted. “So... would you be willing to hear me out? Just five minutes of your time is all I ask.”

“...Ya got one,” Ben replied. “Then I start clobberin’.”

“Alright, I’ll take what I can get,” Spider-Man stood up. “Okay, so the Spider-Man who's been robbing banks and blew up Captain Stacy isn't me. I'm being framed. Who and why? I don't know. So, I came to you guys because I thought you could help; because right now, New York's Finest isn't willing to listen. So... what do you say?”

Ben raised a craggy eyebrow, giving Spidey yet another near-heart attack as he got ready to dodge.

“Eh, I guess I've heard weirder,” Ben remarked with a shrug. “How 'bout we talk this over with Reed and Susie?”

Spider-Man sagged in relief. “Best Idea I've heard all day.”

-X-

Sometime later, the Fantastic Four had gathered as Spider-Man outlined what had happened

“...Which is why I'm here now. I was hoping you guys could help me clear my friendly neighborhood name.”

“Could be a trick…” Johnny insisted.

“I don't think so,” said Reed. “I collected two samples of webbing from the jewelry store after the latest robbery. I assume the one in the black sweatsuit was you?”

Spider-Man nodded. “Bingo.”

“Your sample degraded and dissolved after an hour, correct?”

“Right. My webbing’s biodegradable, but I'm guessing my double’s isn't?”

Reed nodded. “Exactly, It's still intact.”

“So, whoever's cosplaying as me doesn't know all my secrets,” Spider-Man reasoned. ”Thank God for small miracles,” he then turned to the FF. “So... will you help me?”

“Of course,” Reed reassured. “I'll speak to the police about your innocence. and in the meantime, keep an eye out for your imposter.”

“That's the plan. I'll stick with the black suit to try and keep a low profile.”

Reed then pulled out a phone and handed it to him. “Here. Use this to contact us if you need further help.”

“I will, thanks. And... thanks for believing me.”

His business with the Fantastic Four concluded, Peter returned back to his lab. He spent of his time pacing around, trying to come up with an idea.

“We need to catch this guy,” he insisted as he made what had to be his fiftieth lap around the lab. “Any idea where he'll strike next?”

“Honestly, it could be anywhere,” Peni said as she typed away on her computer. “I haven't been able to figure out much of a pattern. First a bank, then a jewelry store, there’s nothing here that really stands out.”

“Stands out…” Peter thought before snapping his fingers. “Peni, that’s it! What has the Spider-Fake done each time he pulled something? He showed up, then witnesses came knocking, and then he did something. Whatever he pulls, it'll be in public. Full of eyewitnesses to see Spider-Man being bad.”

Peni perked, her typing increasing in speed. “So wherever the Spider-Fake is gonna strike next, it's gonna have a lot of witnesses.”

Peter crossed his arms in thought, before perking “Jonah mentioned this the other day. Some big gala on the Mayor's yacht on the Hudson.”

Peni grinned. “Well, then it's a good thing you've got a black suit for a black-tie event.”

That night, on the yacht, the party was in process. Jonah was there, ecstatic as he gloated to Yuri.

“This promises to be a hell of a shindig,” he remarked. “I trust the NYPD has taken precautions to make sure no eight-legged pests crash the party?”

“Yes,” Yuri replied solemnly.

“Finally... Spider-Man shows his true self. I warned you all he was a menace. Bet you wish you listened to me now, huh?”

“I... just want to make sure everyone’s safe.”

“Trust me, the city will be a lot safer when that webhead is caught, jailed, and run out of town.”

Off to the side, Norman Osborn smirked before heading off. He rounded a corner, ducking into a bathroom and opening up a briefcase he had on hand, revealing a Spider-Man costume inside.

-X-

Several minutes passed, and the party was in full swing before a web hit the ground.

“Alright,” he called out, getting everyone’s attention. “Nobody move!”

Everyone turned in a panic to see the imposter Spider-Man clinging to a wall.

“Here's how it's gonna go down,” he spoke, shooting his webbing and forming twin bags. “You take out all your valuables, cash, jewelry, watches, the works, and put them in the bags. You make trouble, well, let's just say you don't wanna get caught in my web.”

People slowly filed forward, putting their valuables into the bags. Yuri was the last up, raising her hand... and promptly pulling her sidearm on him.

“Spider-Man, you're under arrest.”

“Awww, that's cute. You think you can take me in?”

He then proceeded to kick her, knocking her back. She looked up just in time to see a spring retract from the underside of his boot. On a closer look, his gloves were lined with suction cups.

“Stacy was right... this guy’s a fake.”

Spider-Man took aim with a web-shooter, only for a black-costumed figure to come swinging in, kicking him aside. Yuri looked up to see the real Spider-Man staring the fake down.

“What, you're having a party, and I wasn't invited?” he joked.

“You again?” The imposter responded. “Don't you have anything better to do?”

“I'm just here to clear my good name. So... how about you give back the money you stole, and we'll call it even?”

“I don't think so!”

The fake Spider-Man fired a web at Spidey, forcing him to leap backward. He fired another web, snagging Spider-Man and causing him to fall to the ground. The imposter then grabbed a nearby chair and tried to smash it on Spider-Man, but Spidey broke through the fake web and grabbed the chair, tossing it aside before grabbing the imposter and throwing him against a window. Shaking his head, the imposter grabbed the bags of loot and took off, prompting Spider-Man to follow. However, as the imposter made his escape, he hit an invisible force field. He blinked in confusion as Sue Storm appeared

“Leaving so soon?” Sue remarked.

Thinking fast, the imposter pulled out another smoke grenade and threw it in front of Sue, disorienting her as he went the other way. He was stopped short by a rubber arm, turning to see Reed Richards.

“I'm afraid we can't let you go any further,” Reed declared.

He shot a web to escape, only for a fireball to hit and burn it.

“Nope!” Johnny shot down.

He tried turning around again, but instead came face to face with Ben Grimm.

“Goin' somewhere?” He remarked, cracking his knuckles.

“So…” Spidey remarked, coming to join them. “You done running?”

The imposter looked around, not seeing any way he could get out of this. Finally, Spider-Man wrapped him up in web, causing him to fall to the ground.

“Now then…” Spidey yanked off the Spider-Man mask, revealing a white one with small eye and mouth holes. He raised an eyebrow. “Really? You're doing the ‘under the mask is another mask’ routine?”

“No one may see my true face,” the man boasted, his voice thick with a Russian accent. “So says the Chameleon.”

“Your alias, huh? Okay, Chameleon. I want answers. Why frame me? What'd I do to you?”

“Retribution. in hopes to restore my family's honor that you have tarnished. Do you recall Sergei Kravinoff?”

“Kraven the Hunter? You're related to him?” Spidey looked him up and down. “Wow. I gotta say you two do not look alike at all.”

“Regardless, his defeat at your hands will not go without response. I will admit I care little for Sergei. We've spent some time trying to destroy the other. But in allowing himself to lose to you, he has shamed the Kravinoff name. So it falls to me to restore our honor..”

“Yeah... how 'bout you do your twenty-five-to-life and try again once you get out?”

-X-

Later, Chameleon was loaded into a police car as Spider-Man talked with Yuri. Jonah was off to the side, bitterly grumbling about having to print a retraction.

“So... we good?”

“You're clear of the charges, if that's what you're asking,” Yuri replied.

“Thanks…” Spidey sighed. “Captain Stacy's a good man. I genuinely hope he pulls through.”

“So do I,” Yuri agreed as Spider-Man turned to leave. “By the way... black looks terrible on you.”

“Trust me, it's only temporary. Next time you see me, I'll be back in the red-and-blue.”

With that, Spider-Man swung off. The Fantastic Four stood off to the side, watching as he left.

“Looks like Spider-Man doesn't have anything to worry about anymore,” Reed noted.

“Well, I think our work here is done,” Johnny decided, resting his hands behind his head.

“Just one more thing to take care of,” Ben decided, turning to Johnny smirking.

Johnny went wide-eyed at the sight.

“Oh come on! You’re still on that?”

Ben punched into his hand with a rocky clunk. “Yep. Any last words, Flamebrain?”

Johnny swallowed nervously, a few beads of sweat trickling down his face. “Just this…Flame on!

Immediately, Johnny ignited and flew off as Ben chased after him.

“Get back here!” he cried out.

Sue sighed, shaking her head. “What are we going to do with them…”

“That is a conundrum even I can't solve,” Reed commented.

Back at the hospital, Gwen was asleep at her dad’s bed. Suddenly though, George began stirring, opening his eyes. He looked around before seeing Gwen by his side. A moment passed before he smiled, placing a hand on her head.

“Mornin’, sleepyhead.”

Gwen stirred, looking up and immediately going wide-eyed seeing her dad awake.

“Dad!” she cried out, immediately hugging him.

George quickly returned the hug in kind.

Meanwhile, at the NYPD, a police officer exited the building. He headed to a high-rise apartment filled with posh decorations such as a chessboard, fancy abstract art, and a grand piano. Entering a secret room, covered in numerous masks, he removed his hat and face to reveal the mask of the Chameleon.

“You have not heard the last of me, Spider-Man.”