Author's Note: Bit of a story to this one. As much as I still regard Spider Man Downfall as being one of my better fan-fictions posted on this site, I've still decided that a second go at it wouldn't be a bad thing. Hence, I'm doing a re write of the story, one with some changes from the original and also writing more up to my current standard of quality. To those who have already read the original expect some major differences in some places but other things being pretty much maintained the way they were. To start, one difference is that the story takes place now in 2012 rather then 2011, and Peter is 26 instead of 25.

All that out of the way, I hope you enjoy my new draft!

Chapter 1: Birthday

The sun shone magnificently through the equally magnificent city and its towering skyscrapers. Rays of light gleamed brightly across the glass and metal of those skyscrapers, reflecting in turn off the lenses of his red mask as he took in the beautiful sight. He could feel the blood rush through his body and his heart pump rapidly from the constant and rapid motion, and his head was starting to throb ever so slightly from the physical exertion of it all. And yet none of that bothered him in the least.

Nothing would ruin his mood today.

As the Amazing Spider Man swung across the city back to his apartment, all the while feeling the sheer exhilaration that came from swinging so fast through the city, he was convinced that there was not a thing here in the big apple that could possibly detract from his day in any way. The reason for that was simple: today was his birthday, 26th to be precise, and the whole of his life beforehand had told him that he need not worry when it came to his beloved aunt doing something special for him.

Spider Man looked out once more at the city facing him, marveling at its grand scope like he did every day, all the while as he navigated through its many skyscrapers with the practiced ease that came from now almost a decade of web swinging.

As Spider Man swung through the city, going a little lower to the ground as he did so, he felt a sudden sensation hit the back of his skull. The world slowed down for a second as he felt the destruction and alarm that was happening not that far from where he was. His "Spider Sense" was at work again, warning him of nearby danger. And being Spider Man, that meant that he was about to rush head long into it.

Needless to say, he doubted that his spider sense was designed for that purpose, telling him when crimes for him to stop were happening. More likely it was to urge him to stay away from anything bad that was happening. And yet he ignored it when it did that. One could argue that that wasn't very bright of him.

Still, "With great power comes great responsibility" were the words Spider Man lived, and would most certainly die by, though he hoped that it would never come to that. And besides, his spider sense was buzzing only slightly this time, suggesting that it was a minor threat, nothing that he couldn't handle. And as Spider Man swung into view to confront the perpetrator, or rather perpetrators, he could see why that was.

They were Shocker and the Enforcers: Ox, Montana, and Fancy Dan. They were some of the first foes he had ever faced, and in the case of the Enforcers, some of the most pathetic excuses for foes that he had ever faced, being as they where little more than common run-of-the-mill criminals. Between the four of them, Spider-Man figured that the fight just might enter the area of almost challenging, but he doubted it. And indeed, one strand of webbing and a bit of pulling was all it took to deal with the Enforcer's leader Montana, who ended up hanging upside down from a lamp post facing the building for his troubles. By that point, the other three villains looked up to see their least favorite person in the world leaping down at them.

"Hi, guys. Surprised? What'd you expect, Captain America?"

Spider-Man went down at the villains, first firing some strands of webbing into Ox's face, effectively blinding him, before landing on the roof of the jewelry store Shocker and company had just robbed. He dived to one side to avoid Shocker's predictable response a shock blast from one of his gauntlets and also fired a strand of webbing around Ox's legs. One pull was all it took to bring the brutish thug down.

Fancy Dan, ever the quick shooter, opened fire with his dual handguns. Spider Man casually moved his body out of the way of the shots before more webbing from the hero disarmed Fancy Dan of his guns. Robbed of his greatest asset and with his two partners down for the count, Fancy Dan attempted to bolt, only to end up much like Montana had, dangling helplessly from a lamppost courtesy of Spider Man's webbing.

Spider Man's spider sense began to buzz once more and he leaped out of the way, just barely avoiding Shocker's next blast. Shocker refused to let up and kept at him, firing blast after blast, all of which Spider-Man easily dodged. For the web head, getting hit was not the problem: the problem was that Shocker's missed blasts were causing damage to the surrounding area and were going to hurt or even kill someone if Spider Man did not end the fight as quickly and efficiently as possible. And so with that in mind, Spider-Man moved in, continuing to dodge Shocker's blasts, and put as much force as he could into one knock out punch.

Shocker's padded suit minimized the pain felt from the blow, but he was still sent flying backwards, and Spider-Man could tell by the way he staggered back to his feet that he'd been winded. A follow up attack would be all that was required to take Shocker down. As Shocker attempted to steel himself from the pain, Spider Man resorted to his infamous taunts, jokes, and goading to keep Shocker distracted and angry and with it, sloppy.

"So, honestly, what is this Shocker? Like the fifth time I've had to take you down now? No wait, wait, it's the seventh, right? What with you being on the Sinister Six and Syndicate and all…"

"SHUT UP, YA BASTARD I'M TRYING TO THINK STRAIGHT!"

"Ooh, ouch. Temper, temper, Shocky. Well, I can see you're not in the mood to play around, and, honestly, neither am I, so whaddya say…"

Spider-Man dodged Shocker's next couple of random and poorly directed blasts and leaped forward, launching upward the second he landed on the ground near Shocker and landing a vicious uppercut to his jaw, which knocked him out.

"...that we end this little fiesta and all walk away happy, OK? Well, not in your case anyway, what with you going to prison and all…again…"

No sooner did Spider Man finish webbing up Shocker completely did he hear the familiar sounds of police sirens. He took that as his cue to scram, swinging back to his apartment as fast as he possibly could. He looked out at the sky and could see that it still wasn't quite evening yet. That meant that he still had time to get back home before his party started, unless of course Aunt May's surprise was something that was happening very early, in which case he had screwed up his own birthday party…

Wouldn't be the first time.

-X-

Spider Man swung by the new apartment he had taken up residence in. By some miracle, the amount of money Peter made at the Bugle had finally managed to accumulate enough that he could finally afford something a bit classier than what he had been dwelling in throughout college. That Mary Jane had been willing to pitch in some of the money she made with her budding acting career back when they were still living together probably also helped. As it was, Peter was not sorry in the least to be leaving his old apartment and he had the suspicion that his landlady was not sad to see him go either…

Spider-Man kept out of sight as he landed in an alleyway behind the apartment complex and changed out of his costume. He then went in through the back and made his way up the stairs and through the halls to his room, his anticipation growing with every step. Partly out of excitement, and partly out of fear that he might be late for his own party. Upon reaching the door, he breathed a sigh, composed himself, and opened it…

All of Peter's fears evaporated as he was greeted with the always pleasant sight of his aunt's smiling face, as well as Mary Jane, who hugged him tightly and gave him a kiss on the cheek to the joy and applause of the other people present. Peter quickly overcame his surprise and closed his eyes to cherish the moment. Afterwards, Peter got to see who had come to his party: Aside from his Aunt May and Mary Jane, Hobbie Brown, Glory Grant, Randy Robertson, Flash Thompson, Felicia Hardy, Liz Allan, and his oldest and greatest friend Harry Osborn were all there to celebrate his birthday.

As he looked around the room and took in everyone's appearance one by one, Peter found it nice to see this little circle of friends of his all gathered here today to celebrate this day with him. Definitely a far cry from his "puny parker" days when his having friends was unheard of. Now he had several, and the real irony of it all was that two of his prime tormenters were now among his closest friends.

"Happy birthday Peter" Aunt May said with a loving smile. Peter smiled back and gave his old aunt a hug before greeting his friends, including Harry, whom he hadn't seen in years. It made for a nice reunion as Peter happily embraced his old buddy from both High School and College.

"Harry, how have you been? It feels like I haven't seen you in ages!"

"Well, actually, it has been a while since you and I last spoke. I've been kind of busy. Dad's business doesn't run itself, so I've been having to take over the reins for years now. And usually I'm either in a board meeting or on a boat or plane to God knows where. I never seem to be able to actually look at any of the good stuff that Stromm designs…so how have you been doing? Replaced ESU's science professors yet?"

"HA! I wish. Nah, I've still got my job at the Bugle. Besides, no one can ever replace Dr. Connors…"

"Maybe not. Still, I think you outsmart half of them already."

"Gee, thanks Harry. You seem to be the only one who thinks so."

"I don't know about that" Mary Jane added playfully.

Peter smiled at his ex's sweetness and then walked over to Flash, preparing himself for one of his former rival's trademark bone crushing handshakes. Not that any amount of force Flash could apply would ever do much to Peter with his enhanced durability, but he still winced just a little to keep up appearances.

"And how's the Big Man on Campus been doing?"

A cocky smile that Peter had already seen a hundred times before materialized on Flash's face. "Doing good now that you mention it. That campus has me as its gym teacher these days. I've never felt happier to be at school in my life."

Flash's light hearted tone became a bit more serious when he pulled Peter close to him and whispered: "I'm even thinking of seeing Sha Shan again. You know, try and patch things up a bit."

"Uh, Flash given what happened I don't think..."

"You can't fault me for trying." Flash said. "I mean I get it, I was stupid, I screwed up, I did something wrong. But I feel that we had something together. It shouldn't have to disappear because of one stupid mistake."

"If you say so Flash. Just don't act surprised if it doesn't work out."

"Where's your faith in me?" Flash asked, pretending to act offended by Peter's warning. Then, his tone getting just a bit more upbeat, asked: "So who's the white haired chick? I've never seen her before in my life. How come you never mentioned her before?"

"Felicia? Yeah, she's...an old friend."

"You mean like how you and MJ are 'good friends'?" Flash teased.

Peter frowned. As it so happened that was exactly what it was like, the only difference being that where Mary Jane had broken up with Peter because of Spider Man, Felicia had broken up with Spider Man because of Peter. The cruel irony was all too apparent to Peter, and the last thing he wanted to do was dwell on it, least of all on his birthday.

Peter sighed and at last answered Flash's arguably rhetorical question: "Something like that."

Flash chuckled. "Sorry man. But hey, at least she came to your birthday. I'd take a chance with her myself but again, I'm trying to patch things up with Sha Shan."

"Well good luck with that." Peter said in an only half sincere tone. Flash's goal though, however misguided it might be, did get Peter wondering as he took to looking at Mary Jane's beautiful face again: perhaps he should try to patch things up with her. He did still have feelings for her, and he had enjoyed the time they'd spent together. And the more he thought about it the more he realized that he wished they were still together.

Peter's gaze went from Mary Jane to Felicia Hardy, another beautiful woman he'd disappointed just by being himself. And as he thought about this Peter found himself realizing that it was kind of unusual that Felicia was even here. True, she did know who he was, but that had been the reason they'd broken up in the first place: she had no love for Peter Parker, just Spider Man. So then why come to Peter Parker's birthday? Peter had no idea. A change of heart perhaps?

Peter walked over to Mary Jane, who was in the process of preparing appetizers for everyone. As he approached, she looked up and smiled at him as she kept working on the dip.

"So, what took you so long Tiger?"

"Eh, usual occupational hazards. Shocker and the Enforcers. Nothing I couldn't handle" Peter replied as he took to helping MJ with the food.

Mary Jane frowned at the mention of Peter's "occupational hazards", but quickly brushed it off. "I'm glad. I would had to have gone out with a signal flare if you'd taken any longer."

"You could have just called" Peter said as he tried in vain to make the deviled eggs properly.

"Where's the fun in that?"

"Come on MJ, I thought you knew: I'm no fun at all"

"Oh I wouldn't say that…" MJ said. "Quite the contrary I'd argue you're a little too much fun sometimes. And that's coming from an ex party girl."

Peter sighed. "I know, MJ I know. But you know...I..." Peter shook his head. He'd wait until later when everyone else had left. When it was just the two of them. Then he'd try and get her to take him back. For now he just wanted to enjoy his birthday party as much as he possibly could. And no sooner did he come to this resolution did his aunt bring out the birthday cake. Peter smiled and prepared to blow out the 26 candles on the cake…

-X-

One cake later, and everyone was sitting down and relaxing as Flash was entertaining the others with a bevy of his many football stories, and how in each one he always managed to win the game, usually against unlikely odds. Granted, Flash would occasionally exaggerate what had actually happened, or would sometimes leave out or add certain details to add to the drama or make himself look better, but Peter was content to let Flash have his fun all the same. He was just glad to have this night all to himself. A night where he could throw off his great responsibility just long enough to spend his birthday with his friends and family. He was definitely going to enjoy it…

Eventually, all of Peter's friends decided that it was time to go, and Peter and his aunt bid them all goodnight. Before he left, Harry had one last hand-shake with Peter, who in turn asked if they could talk again sometime.

"Ah, I'd love to Peter, really. But like I said, dad's business does not run itself, and these days, between Stark and Obadiah industries, it's a fight to stay in business. Sorry Peter."

"All right, I guess I'll have to settle for less…"

"Sorry Peter. But let's be honest: things couldn't always be like the way they were before…"

Peter sighed. "I know that much." He conceded reluctantly, before adding: "Take care Harry."

"Likewise Peter."

And with that, Harry was out the door along with Liz. He was followed by Hobbie Brown and then an ever blissful looking Randy Robertson and Glory Grant. Peter smiled as he watched them go. Those two had been together throughout College and beyond, and Peter was left kind of surprised that they weren't still married yet. He figured that they wanted their lives to be a bit more stable first.

Next out the door was Flash Thompson, and then finally Felicia. But unlike the others, Felicia was in no hurry to leave. She stopped at the door and looked at Peter with those piercing green eyes of hers. It unnerved Peter that her gaze could still do that to him…

"Your friend, Flash is cute…but unfortunately not my type"

"Yeah, I figured. Just as well, he's trying to get back with his ex."

"Ah, well that would explain it. I don't date guys with other girlfriends...come to think it I haven't done much dating lately period."

Peter found himself getting a little tense at that last comment, especially since Felicia was continuing to look at him with those same green eyes and also how Mary Jane was still there...

"…yeah. Well, thanks for coming Felicia."

"Of course Peter. And happy birthday." And with these brief parting words, Felicia was off with the others. Peter could overhear his aunt and MJ talking to one another as she disappeared.

"Not to be a judgmental Judy, but I don't care for that woman. She's a bad influence on Peter…"

"You know I am within ear shot Aunt May. And come on…" Peter walked over to his aunt and ex as he continued:

"…Am I not still the same old loveable Peter Parker you raised with so much care?"

Aunt May smiled at her nephew's easy going demeanor, and replied: "Yes, Peter, you're still the man I raised. Though perhaps a bit different since your younger days…"

"That's an understatement. Half human, half spider, it's a weird life."

"But a fun one" MJ added playfully. "I'm actually kind of jealous sometimes when I see you swinging around the city when I have to take a cab…"

"Hey trust me, swinging around all day is not as easy as it sounds, there's a lot of strenuous physical activity to be had, and—"

"OK, OK, I'll just take your word for it. Still sounds better than a cab though."

Aunt May chuckled. "OK you two, I'll just be going now. Take care Peter, and happy birthday"

"Thanks Aunt May"

Peter hugged his aunt one last time and saw her out. When he returned, he could see MJ was already cleaning up. He pitched in, and as she was washing the dishes, Peter got a good look at her beautiful face, something that he realized he had not been seeing enough of this past year.

Well, time to make amends. The second they were done cleaning the dishes, Peter decided to make his move. "Hey listen, MJ...can we talk?"

Mary Jane turned to face Peter and looked him dead in the eye, which had the same unsettling effect that Felicia looking at him did. "Sure Peter, what do you want to talk about?"

Peter sighed and did his best to compose himself beforehand before at last saying: "Look, MJ I know we...I know we had our differences and problems when we were together but...I still love you. And I know my being Spider Man really complicates things but I don't want that to destroy our relationship."

"It kind of already did Peter" Mary Jane pointed out, frowning but also taking on a sad expression rather then an angry or indignant one. "You and I just couldn't make it work. You need to keep being Spider Man and me well...I need more stability in my life Peter. I can't live every day afraid that when I turn on the TV it'll be your death on the news. Or I'm walking home from work only to find you being led away on a gurney."

Peter wanted to assure her that that would never happen. That none of his many rogues would ever get the better of him. But Peter knew that wasn't true. That there were no guarantees in his line of work. Certainly plenty of his enemies had come close to doing him in. Who's to say one of them wouldn't one day finally get lucky? Or he faced down a new foe who was just too big for him? Or even if someone with enough money and time arranged for his assassination? To his knowledge Peter knew of no such individuals, but even so the threat was ever present. It would be disingenuous of him to believe or say otherwise.

Again, Peter sighed. He should have known his odds of successfully reigniting his relationship with Mary Jane were slim at best. But he couldn't help but get his hopes up anyway. Finally, he said: "I know MJ I do, but...I don't want us to not be together. I love you, and I know you love me. We shouldn't have to be kept apart because of who I am."

But of course it wasn't just Peter putting his life on the line on a daily basis that was cause for objection. There was also Mary Jane's own safety to consider. Just as Mary Jane could not live with the thought of Peter one day perishing in battle as Spider Man, so too would Peter not be able to live with himself if he came home one day to find Mary Jane murdered by one of his enemies in retaliation for his actions against them. It had only been a mere six years ago when Peter had lost...

Peter shook his head to drive away the painful memory of that terrible night. The night that still haunted his nightmares and he knew would continue to do so for as long as he drew breath. That the same thing could happen to Mary Jane prompted him to reconsider his stance.

By this point though, Mary Jane had gotten her coat and was preparing to leave. "I'll think about it." Mary Jane at last said. Peter dared to raise his hopes once more as Mary Jane said this, and then hugged her. She returned the hug and wished him a happy birthday one last time. And then after that Mary Jane left the apartment and Peter was alone.

X

"Nice place you got here" Shocker remarked sarcastically as his blindfold was removed and he got to see where he had been led by his mysterious savior. As it was there wasn't much to look at. It was incredibly dark and Shocker was hard pressed to make out any serious detail. He could tell that there was a lot of stuff littering the floor and also several tables which were also covered in a wide range of different weapons, gadgets, and pieces of equipment that Shocker was hard pressed to identify. Some of it looked vaguely familiar though, as though he'd seen it before. Where had he seen it?

"Perhaps you would have preferred it in the nice cell at Ryker's the tax payer's dollars prepared for you?" Shocker's "host" replied. Going by how dark, deep, and also generic the voice sounded, Shocker suspected that it was being artificially masked. But Shocker could still tell from the man (or possibly woman)'s choice of words that his "host" had a smugness about them. Shocker couldn't claim to love that, but this person, whoever they were, did have a point.

"Look, much as I appreciate you busting me out of that police van before I could go to the slammer, I'm still not entirely sure what I'm supposed to be doing here. I mean, what do you want with me?"

"Oh, nothing too serious Herman. I simply want your assistance. You see, you and I have a common enemy in a certain red and blue superhero."

"Spider Man...so what, you looking to team up or something?"

The figure chuckled. Shocker had turned around to face them, but his host had retreated to the darkest part of the room so as to remain hidden. For his part Shocker saw it as being needlessly mysterious, but he said nothing to this effect. Then his "host" stepped out of the shadows and Shocker got to see who it was.

"You? Well I'll be. You finally came back. Never would have expected that..."

"Yes, I have indeed made my return to this city Herman. And with that return comes many things that must be accomplished, not the least of which is revenge against our mutual foe. You see Herman I want you to do something for me. In exchange I can guarantee you that Spider Man will not trouble you any longer."

"And what favor is that?" Shocker asked, suspicious. "I'm not one for doing favors."

"Oh I'm aware. But you'll like this one. It involves a bit of infiltration, and a lot of destruction. And when it's all over, Spider Man will never know what hit him."

"Cryptic." Shocker said, still unconvinced. "What am I supposed to do exactly?"

Shocker's host turned around and pressed a few buttons on a keypad to some kind of large storage container that Shocker couldn't make out too well. When it opened with a hiss, steam came out. Shocker's host lifted the lid, searched around for a few moments, and then turned around to face Shocker again. And when he did Shocker saw that in his hand was a medium sized container with a handle attached to the top of it. Inside the container, Shocker could see some kind of red slime banging against the walls, moving on it's own.

"Deliver this to a...contact of mine who's currently being held in Ravencroft."

"And what happens then?" Shocker asked. "What is that thing anyway?"

Shocker's host chuckled again. "Ah, so many questions you have, so many indeed. But why answer them all when it's much more fun to just surprise you instead?"

"Maybe because I don't like surprises" Shocker replied unamused.

"Oh but see you don't really have much of a choice here I'm afraid. You're just a pawn here Herman. A pawn in my game of vengeance against the wall crawler. And in this game, victory will only come with the proper number of twists of the knife. After it's been stabbed in all the right places of course…"

"Bite me. I don't give a damn about the wall crawler and I ain't interested in revenge, so let me out of here and—"

Shocker's host cut him off by grabbing him by the throat and hoisting him aloft, Shocker coughing and gasping for breath as his host applied pressure.

"I don't tolerate anyone taking that tone with me. As I said you are a pawn. And pawns are entirely expendable. If you will not do this I will simply find another. And you in turn will be found. At the bottom of the bay."

"All right, all right!" Shocker gasped. "I'll play along!"

Satisfied, Shocker's "host" released his grip on him and Shocker fell to the ground, gasping for air as he did. "You're crazy..."

Shocker's host said nothing in response to this, merely turning his back to the villain as he staggered back to his feet, still gasping for air.

"I have a specific date in mind for when this will be done. You will be staying here until that date. I can't have you sharing any information with anyone else, or risk that you'll betray me if I let you go."

"What? But then…what are you gonna do with me?"

"Oh, you'll see in due time. And who knows? You may just have yet another part to play in this little game…revenge is sweet. I'm not so selfish that I won't share it with anyone…"

Author's Note: And that's the end of the revised chapter 1. I'll be trying to finish this story as soon as possible so I can get to the sequel quickly. I want both to be finished or nearly finished before September this year. Here's hoping I can make that deadline.