Author's Note: The following Story is based on the Neogenic Nightmare arc of Spider-Man: The Animated Series, Specifically the Episodes "Enter the Punisher" and "Duel of the Hunters". It is in no way a claim to ownership of said Television Series or the comics it was based on; it is simply written as the author's speculation of how that arc could have gone, given a bit more time and depth to complete it. For those not familiar with that arc, this story may seem confusing; it is recommended you at least research the plot of the season to maximize your reading pleasure. Please enjoy…

Prologue: Karmic Retribution

The sound of his own, ever-accelerating heartbeat rang in his ears like the pain reverberating through his bones, the stinging and stabbing pain of his shredded skin, and the constant excruciating throb of his sides. This was the night when the Neogenic Nightmare had truly reached its climax; the state of fear and intense anger that stabbed at his soul were now matched only by the ruthlessness and relentlessness of the man now hunting him like a rabid dog.

"How… how did this happen…?" he managed to gasp out, pulling himself along the floor with his six nearly-broken arms in a half-crawl, half-floundering shuffle, leaving behind sharp pieces of metal from the roof of the warehouse he had fallen through and the wooden create upon which he had landed. By now agony had so accumulated in his system that he could almost feel none of it; so much pain that his mind could not process any of it, leaving him feeling limp and numb.

"How did things… go so wrong…?" he questioned as he made his way around a corner of wooden skids and boxes, grabbing onto the edges of a low stack perhaps three feet above his head, in the hopes of brining himself to his feet. With his two clothed arms and two of his naked ones, he pulled himself upwards while his remaining arms and his legs pushed; and eventually he brought himself to a very shaky, very exhausted stance.

Then, he heard the sound of gunfire at the warehouse door, followed by the exploding of metal and the metal of the door heaving suddenly and violently. The man pursuing him had no doubt shot of lock off the door with one of his pistols and then kicked open the door. After shooting him out of the air with a miniature artillery cannon, it seemed almost low-key for this psychopathic stalker; but that made no difference in how much of a threat Spider-Man viewed him as.

"I've got to find cover… some place I can hide long enough to at least get some of my strength back…" he immediately realized, walking with a pronounced limp in both legs down this aisle of boxes and across into the next one. Though he was close to the middle of this gigantic building and his pursuer was only at the doors, it offered him no sense of solace. This was a man who would aim a rocket launcher at a civilian news helicopter just to cut him down from underneath it. He was likely not above using grenades in a closely-packed space like this.

"Come out, come out wherever you are, you wall-crawling sack of shit…" the intruder then said in a cool yet utterly bloodthirsty tone, pulling a fresh magazine for the Desert Eagle in his hand and loading it as he stepped further into the warehouse. In the dim lighting of this old building and the night sky above, his navy blue outfit almost disappeared from under his trench coat save for the white skull on his chest, making him seem as black as his boots.

"Come on, web-head, we can still make this somewhat peaceful," he stated, pulling out a flashlight and fixing it to the scope mount on his pistol, giving him some light with which to see into the old building. Stepping slowly and quietly, to avoid making more noise than he had to (as well as avoid any dangers inherent to the floor), his eyes scanned every single row of boxes he could see, and then looked up at the huge hole in the corrugated metal roof where Spider-Man had fallen through.

"Ain't nobody who could take a fall like that and not be hurt like a son of a bitch," he mused with the expression of somebody utterly obsessed with their own ego. Indeed it was a feat which, to his knowledge, nobody in this city had ever before even come close to; he had Spider-Man trapped in a building with no way out, too badly injured to fight and no protection whatsoever from his weapons.

But this was not simply about the thrill of the hunt for him, not entirely anyway; he forgot not for a waking second the reason he was pursuing the web-swinger so adamantly; after all, if he were not there, nobody would speak for those whose lives Spider-Man had ruined. The student Michael Morbius from Empire State University deserved some justice for what had happened to him at Spider-Man's hands, didn't he? Where police had failed, he would succeed.

"Chip, I need confirmation on target's location and motion patterns," he stated into the headset on the right side of his face, speaking to his friend and partner back at their headquarters. Though his tracking device had led him to where Spider-Man crashed, the fall had damaged the transmitter and his own detector was not strong enough to detect its signal in such a crowded area. His partner's computer back at HQ was another story.

"He's on the west side of the centre of the warehouse, Frank; row 250 section F," Chip's voice responded quickly and with the cooler and more uptight voice of somebody who was not a sport hunter. That was Frank's job. "He's moving very slowly and erratically; you must have completely damaged his body. Wait… target is currently stalled. He's collapsed…"

"Affirmative," the navy-clad hunter responded, continuing to walk slowly while he reached into his pocket to check on a few details of his armoury. In his head he went through everything like an inventory checklist, as though he were liable for every piece used. "Remaining magazines: 3. Remaining fragmentation grenades: 12. Combat knife: present. Non-lethal glue shooter (as per Chip's request): present. All good to go."

Meanwhile, Spider-Man collapsed onto his hands and knees, on all eights as it were; his breathing so laboured and his heartbeat so wild that he couldn't find the strength to take another step. The pain that coursed through his body left him immobile and completely powerless; he lamented that he had ever let things get as bad as they were allowed to.

In the past 24 hours he had seen one of the greatest competitions for Felicia Hardy's love he'd ever had, Michael Morbius, steal a sample of his blood for the College to further his own research; and in the process he had turned himself into some kind of walking nightmare, a vampire doomed to walk the night and feed upon the lives of others. He had become the most powerful enemy he had ever faced for sheer strength, but the first one he had ever truly felt sorry for…

Even though he had done his best to stop Morbuis' bloodlust and the rampage it created, nothing had ever proven fruitful. All it had ever generated was a great public hatred for him when the man's incoherent, catatonic moaning seemingly blamed him for the blood-draining attacks. Then when he had disappeared the following night, returning to his hideous demonic form, Felicia and the city once again blamed him, this time for kidnapping and sick and lonely student.

That was the part that truly stung at his heart the most; that Felicia would blame him for everything that had happened with Michael, despite everything they had been through together. As Peter Parker, he had been very close to her and treated her with admiration and a tolerance of her snobbish, almost bitchy attitude. As Spider-Man, he had saved her life twice. Yet after all that, he was the one she blamed for everything. The very thought made his stomach turn over.

Closing his eyes and cringing in pain both physical and psychological, he remembered not having felt so betrayed by the city since the shuttle crash earlier in the year, when everybody blamed him for stealing that rare mineral and putting the astronauts into the hospital. The rage he had felt let an alien organism drive him to the brink of insanity, going so far as attempting to kill the villains he went after instead of simply capturing them as he always had before.

Now, with the mutation which had begun weeks earlier reaching a feverish pitch, he wondered what would become of him now. Would he become even worse of a monster than his alter ego had been, not stopping himself at the last minute? Would he even give them the mercy of death? The thought scared him beyond belief, more even than the threat of the madman closing in on him.

Everything that had happened this evening had seemed to go from bad to worse. First, Morbius' transformation had returned and he escaped, leaving people to blame him for the entire affair. Then, his trusted friend Dr. Mariah Crawford's serum, originally meant to cure him, had instead accelerated his metamorphosis and given him these four extra arms, making him a freak even in the eyes of a Neogenically-created vampire he helped produce…

As his thoughts began to recede from that topic, he opened up his eyes and realized how hot he was feeling underneath his mask. It all seemed so strange to him; he had made his suit ventilated, so that the heat built up from battle wouldn't give him heat stroke; yet now his body was so heated that his eyesight was beginning to blur, and he could sweat double vision was setting in.

In a fit of desperation, he yanked the mask from his face and tossed it to the ground face-down, letting some of the heat escape from him. He knew that he would have to pull the mask back on when he was found, but for the moment he was glad to feel even a fraction cooler, and to have his vision become clear again.

But something was wrong; his vision had become focussed again, but it had not gone back to a single visual panel. Instead, it had worsened and become a crystalline, honeycomb-like pattern of visuals from all around him, as though he were staring through a kaleidoscope. Even worse, he could feel the heat from his face starting to spread over his whole body, even the four uncovered arms sprouting at his sides.

Turning to see if he had some sort of rash or injury on his arms to explain the incident, his eyes fell upon a terrifying sight; the entire form of his arms were becoming covered in fine grey hair, spreading slowly, while his entire muscle mass seemed to swell. He could feel the intense pain returning to his entire form as his gaze fell to the floor, and to his throbbing hands covered by his gloves.

In a single terrifying moment, from where his fingers and thumbs had been three massive claws erupted at an agonizingly-rapid rate; three massive digits, two fingers and thumb, with black curved claws almost as long as the fingers themselves; and on his uncovered hands, he could feel as the tissue of the fingers merged and swelled, the claws also erupting from them. Soon after a pair of claws similar to that erupted where his toes had been, a third exploding from the heel of his boot.

In a frantic rush he grabbed at the discarded mask with one of his clawed hands and pulled it closer, flipping it around so he could see his reflection in the lenses of the eyes. He could see that his eyes had become completely red orbs with black-slit-like pupils on a fur-covered face. His hair had completely receded from his scalp, and his canine teeth had become massively oversized and hooked while the rest became sharp. "No, no… this can't be how it ends for me. It can't…!"

But his own internal protests meant nothing. In a jerky and painful effort he felt the entirety of his body swell and enlarge, tearing several pieces of his costume in the process. His sleeves were destroyed from his shoulders to the very edges of his gloves, his collar was stretched and rendered horridly ragged, the knees of his costume had split as his legs elongated, and the feet of his boots were completely removed. He tried to scream out, but all that escaped his mouth was a low, guttural growl.

Just as he felt the pain could get no worse, he felt the bones in his skull begin to stretch out and distort, and with them came an agony so bad that it was beyond what he could handle. The straw finally broke the camel's back, and all mental clarity he had maintained up until then quickly leeched away as his thoughts, his very mind, began to fade into the blackness where his pain could not reach.

The last thing he remembered in the back of his head was Doctor Connors' words of warning to him. I'm afraid your genetic structure may have mutated permanently. I can't say for sure what you're turning into, but one thing's for certain: it won't be human... With these final words echoing in his head, he felt the last of his mind ebb away; and just as if he had closed his eyes, everything disappeared from his field of view…

"Chip, confirm that target is still stationary," Frank requested, drawing close to the location he had been given by his partner when he first started to move in. He knew he had wounded his target, but it still seemed incredibly strange to him that somebody as tough and persistent as Spider-Man would still just be sitting there, waiting to die. It almost took any thrill away from the hunt; but then again, business was still business…

"I can confirm that Frank," Chip responded almost immediately and with absolute certainly. "He moved a few yards earlier, but he stayed in the same row and hasn't moved an inch in the last five minutes. I don't know, he… I think he may have fallen unconscious. I guess he at least won't feel it that way when you finish with him…" The lamenting tone Chip held while saying those final words actually stuck out in Frank's head; almost the same tone as when somebody finds a mouse mauled by a cat, and is unable to save its life.

"Well, then I guess this won't take a lot of effort," Frank decided, not taking any of Chip's tone to heart and simply continuing with his moves. "This way I can unmask him without him putting up much of a fight, eh?" His sentiments were put to an end when his step came down on a rubbery, fabric-sounding material; stopping and looking down, he saw that it was Spider-Man's discarded mask, which he immediately picked up and looked at. "Scratch that; he's done the job for me…"

"A hero would never take his mask off voluntarily if he had even a shred of hope left…" Chip stated in a surprised, but still calculative manner. "Maybe he succumbed to his injuries already, and took his mask off so he could die as himself… It would explain why he hasn't moved an inch in that whole span of time…"

"In that case it makes my job really easy, but I still have to find the body and confirm." Finishing that, he put the discarded mask into his trench coat pocket and looked down one direction of the aisle. His flashlight shone the whole way and saw nothing; no Spider-Man. With only one direction left, he spun around 180 degrees and slowly started to scan for the corpse in every direction he could.

Finally, after only ten seconds or so, his flashlight came across a section of Spider-Man's costume, specifically the blue field and fat red spider that marked his back, visible just before a huge section of crates that closed it in on three sides. The body seemed to be curled up into a ball; not on his side like the fetal position, but instead what must have been on its feet and forearms from his guess. But what immediately struck him was that the body seemed quite oversized, almost swollen beyond recognition.

Attributing it to the bad lighting and swelling from his injuries, Frank simply took another few steps towards the body, only stopping when he heard the sound of ragged, almost demonic-sounding breathing. He idea that he had survived all of his injuries just barely had time to enter his mind before a massive, grey-looking arm swung out from the ball-like structure and struck Frank in the chest, knocking him backwards in an arc.

As he hit the floor some 30 feet away from the creature, his gun fell at his side with the flashlight still pointed down that row of boxes. His eyes could now clearly see that the arm was large, well-muscled, covered in grey hair and had three black claws, looking as though it had been taken from a monster in a science fiction movie. Wide-eyed and somewhat fearful of what was happening, he tried to shuffle to his feet but found that he had nothing to lift himself up with.

A second later, what he had thought was the body of Spider-Man unfurled and lifted into a standing pose, and at this point the full impact of what had just happened hit him. The body wasn't swollen from wounds; it was bigger, and it even looked to be ten feet tall based on his own height. Even though it faced backwards, enough light shone on it to reveal the six clawed arms and the heel-positioned talons, and even made out the thick and coarse texture of the hair.

Guttural growling and bellowing then began to sound as the creature turned to face him, doing so slowly and with a purposeful anger about it. Once it was facing him, it began to shuffle towards him slowly in an almost hunched posture, arms outstretched with claws facing him. But all his eyes could look at was its face, a nightmarish one which he knew he would be seeing for the rest of his life.

The snarling monster before him had a long, wide head far too large for a humanoid body, one which seemed at least a yard long or so. Along its top edge six scarlet orbs reflected enough light to expose the fur on a face otherwise being held too high for the flashlight to illuminate. Its jaws were lined with inch-long sharp teeth; but on either side of its top jaw a pair of hooked, scythe-like pincers a foot long and mounted to muscles that added another three inches flexed with each growl, dripping with saliva.

As Frank managed to slowly shuffle back and eventually push himself to his feet, he knew that this hunt had become the most unique and terrifying ordeal he had ever taken up. It was no longer about bringing in a wanted man to justice; he was now the prey, and would have to fight for his life if he ever wanted to see the sun rise again…