A/N: Disclaimer - I do not own anything except the plot and the Uaman tree.

"Underlined" = "arachnid speech"

"Italics" = "thoughts"

"Bold Italics" = "thought/mental conversations"

Spider-Man's P.O.V

I felt so stupid.

How on earth could I have believed that Doc Connors would have betrayed me? Well… I'm just going to blame that on the whole ageing thing. I dimly heard the Vulture screeching in triumph, even though he's old again – he's probably just glad to have my mutation out of him. Knowing that I had it back as well as my youth was a bit of a downside. Then again, beggars can't be choosers… I had no time for these thoughts right now! There was still the small matter of the Scorpion and the Vulture to deal with. I dodged Scorpion's tail – how good it feels to be young again! – and grabbed him and threw him into the Vulture (yes, he's an old guy. But still, a bad old guy).

Hearing Doc Connors and that new scientist arguing, I turned around and saw Doc Connors almost fully turned into The Lizard (if the scales and the new arm were anything to go by). Then…then I heard the countdown sequence.

10...9...8...7...

The lab was going to explode. I hurriedly grabbed the scientist duo and swung out of the window on my webbing.

6...5...4...

Landing on the pavement outside, I set the new scientist down and yelled, "Run!" I was still carrying Doc Connors, who – thankfully – was beginning to calm down.

3...2...1...

"Get down!" I shouted.

We both hit the deck.

The Neogenics lab exploded.

I shook my head to clear the ringing from my ears. Seeing that Doc Connors and the new scientist (who I thought I vaguely recognised) were fine apart from a few superficial cuts and bruises, I sighed.

"That was lucky."

Doc Connors was beginning to stir. I set him on his feet and draped his one good arm across my shoulders to steady him. "Are you alright?" I asked him.

"Yes, are you?"

"Hey, I'm Spider-Man, I'll be fine."

I could tell he didn't believe me from the look he was giving me, and he was just about to answer back, when the new scientist interrupted. "Well… That was an exciting experience, but I must be getting back to the asylum now – I suspect they will be wondering where I am. Good luck to you Doctor Connors. Farewell Spider-Man," he said as he walked off.

I looked at Doc Connors. "Asylum?"

"… Never mind. Though I think I am able to stand by myself now, thanks." I nodded and stepped away. He swayed for a bit, then straightened himself. I turned to look at the – now ruined – Neogenics lab. That was when it hit me – no Neogenics lab, no way to control my mutation. As if to remind me it was there, my sides gave a painful twinge. I turned to look at Doc Connors. "I have to leave."

He tried to stop me. "I may be able to –"

"No!" I winced at how harsh that sounded – he was only trying to help for goodness' sake! I said again, gentler this time, "No. Even you, Doctor Connors, can't rebuild that Neogenic Recombinator in less than twenty-four hours. I have to leave before I…change…again, otherwise I'll be a danger to everyone."

He sighed in defeat and looked at the ground briefly. "… I'm so sorry Spider-Man, after all you have done for me, I can't even help you this one time," he apologised regretfully.

I put a hand on his shoulder. "Hey, Doc, relax! You've helped me more than you know." This was true. He was my friend and had helped me out loads of times. He had also taught Peter Parker all he could. "Now come on – let's get you home."

With that, I fired my web and took us to his address.

(Twenty minutes later.)

I was in my room. My web-bag was packed and I had just finished writing a quick note to Aunt May:

Aunt May,

I'm sorry. I love you. Please do not look for me.

Peter X

"That's the best I can do."

Next I went downstairs to say goodbye to Uncle Ben's picture (thank goodness Aunt May was a somewhat heavy sleeper). Then I went to MJ's house and left a present with a note attached on her doorstep. The present was a bracelet she had had her eye on for a while now. She couldn't afford it, so I had saved up and bought it for her. It had took a while with the meagre wages triple J sometimes gave me. The note read:

MJ,

I hope you can forgive me for everything, I'm sorry. Please don't look for me.

Love,

Peter X

"I am so sorry you two."

I glanced back at their houses one last time. Without looking back, I swung away.

The sun had come up three hours ago. I was now several hundred miles out of the city.

"Have to get away, can't hurt anyone, have to get away!"

That was the constant mantra that was going on in my head as I ran across a plain, heading towards a forest. A steep cliff drop down towards the sea was a few meters to my right, the rest of the plain to my left. I had no idea where I was, just focusing on the fact that I had to get as far as possible from civilisation. My web-bag was bouncing off of my back with each stride.

"- have to get away!"

I was web-slinging through the trees now. Just a blur of red and blue.

"- get away!"

It was late into the night hours now and I was hopelessly lost. I didn't know how long I had left. My spider-sense was giving me a headache. My sides sent random painful waves through my body. Sometimes they hurt so much I cried out and fell to my knees. I was almost out of energy – I had been going non-stop for almost twenty-four hours. My vision was cloudy; I needed sleep. But I couldn't sleep. I had to keep going.

"- can't hurt anyone, have to get away!"

When the time came, the pain was excruciating. I fell mid-swing and landed on my back in the mud next to a riverbank. There, I writhed in sheer agony. I had no breath to scream.

"Aunt May, MJ, Curt, I'm sorry…"

Then I surrendered to the blackness encroaching upon my vision.