Chronicles Of Spider-Man

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 on It'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 on It'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 on It's Amazing as 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 give him a 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 shit!" 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."

Night of the Lizard, Part 1

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's what 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 shit!" 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, that sucked…" 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...

Night of the Lizard, Part 2

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 much more? 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 discraction 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…"

Night of the Lizard, Part 3

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 play Sumo Slayers with 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 cock, 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, cocking 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.

"Shit!" 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...

Shriek of the Vulture

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're not 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. A very last 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 steal my invention? Take credit for all my hard 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 ominous shing. 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, you called 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 theft totally justifies 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 you ever shut 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 he met him?" 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."

Armed and Dangerous

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, and yours!"

"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 what I'm doing 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 is not! 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...

The Sandman Cometh

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, some appreciation 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.

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."

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 in my city, 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'll show you!"

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."

Sting of the Scorpion

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.

"A real hero, 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 doing right now, you fucking IDIOT! This is all on your head!"

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 a possible menace, you made an actual one."

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 your exact words!"

"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 on my side?"

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 circumstances, 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?"

Double Trouble

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, who are you 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 shit, 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 coke 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 I PAY 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, I can believe 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."