AN: I'm finally uploading this here from my AO3 account in celebration of the long-awaited release of Chapter 3 and 4 of this fic. The AN below is a bit outdated (spoilers and such)

This fic starts off where The Amazing Spider-Man 2: Rise of Electro finished off and unlike the movie, is set in the Marvel Cinematic Universe – so expect appearances from beloved characters such as Nick Fury, The Avengers, and many other personalities. There will be multiple viewpoints though mainly from Peter or Harry's perspective. There will also most likely be one flashback per chapter.
SPOILERS: Captain America: The Winter Soldier and The Amazing Spider-Man 2: Rise of Electro

De-briefing:
Aleksei Systevich – one of the many aliases for The Rhino (Webb-verse)
Officer Richards – OMC
Gustav Fiers – 'The Gentleman' (Webb-verse)
Curt Connors – The Lizard (Webb-verse)
Felicia Hardy – Black Cat (Webb-verse)
James "Logan" Howlett - The Wolverine
Dr. Rajit Ratha – 'Dr. Rajit Ratha was the Director of Business Development in the Biogenetic Division of Oscorp in Manhattan' (Marvel Movies Wiki, 2014).

Chapter 1: Welcome to the New Age

Manhattan streets, Present Day

"That's a job well-done, Spidey!" Officer Richards said, staring admirably at the smoking, twisted metal bulk crowding the street.

Aleksei Systevich was trapped within the jagged wreck, coughing pathetically as the smoke rose like a smooth screen around him. His bald head, as usual, was flushed in rage and his eyes were bulging out of his head. His shouts were obnoxious and full of expletives. A band of officers quickly surrounded 'The Rhino' and began to free him from the wreck, whilst two other officers stood back with their firearms raised at the mobster.

Peter's grin was wide behind the mask, "Oh, you know how it is, Richards. Just punch their lights out once their fuel burns out."

Richards laughed in agreement, shaking his head as he went. The hulking Rhino suit gave a strange hissing sound and the officers jumped back in alarm whilst Systevich laughed maniacally. Richards, keeping his distance, peered at the Rhino armour curiously.

"Strange looking suit, ain't it? Do you reckon we'll need to call Stark in? Doesn't look like his, but you never know. That damn Hulk-buster armor gave my boys a right surprise last month. Thought those damned aliens had returned or something."

Peter laughed, "Wouldn't hurt to check, I suppose. But your right, it does look strange. And doesn't Stark have some sort of fetish for hot-rod paint jobs? This suit looks scary and utterly mental, not Stark's style I'm afraid. Not fabulous enough."

Richards chortled bitterly, "I wish you were wrong, Spidey, but damn if that isn't Stark to a tee."

A violent shouting match cut into their conversation. Richards practically broke his neck to turn around and see the ruckus. Peter rolled his eyes at the sight of Systevich roaring loudly at the officers, proclaiming his superiority as 'The Rhino'. The officers had finally torn his weedy body from the twisted suit and Systevich did not want to leave it. Systevich was truly a unique specimen, Peter mused.

Richards sighed loudly his eyes still acutely on Systevich, "You know, I thought this job would be a whole lot different when I joined the force. But now every jerk with an engineering degree and money is constructing some sort of metal suit and ripping up this town," Richards shivered, "…I don't think I've slept properly in months. And now that we're 'not alone' and all, everyone's trying to prepare for an apocalypse or the like."

Peter wasn't sure how to reply but was literally saved by the bell – or his ringtone – either way.

"Sorry, Richards, I have to take this."

"It's good to see you back on the job, Spidey." Richards said warmly, waving him off understandingly before he went back to muttering about the abominable Rhino armor currently choking the street, bound to impede the traffic for the next few hours. Already, the clean-up had arrived – a large heavy-duty truck with a squad of shady looking people. Most likely feds.

It was Aunt May on the phone of course, wanting him to pick up some groceries and things. Peter nodded dazedly, half-listening, mostly from the exertion of the fight and partly because he couldn't quite believe that he was finally back on the scene. Being Spider-Man. Saving the day.

A strange gnawing erupted in his gut and he felt slightly nauseous. The last time he'd donned the suit he'd watched as Gwen Stacy had literally slipped through his fingers and met a cold unforgiving death. He'd watched from a distance as strange men carried away a man he'd once called his best friend, screaming and writhing. He'd then erupted into fits of cruel laughter that had made Peter's blood freeze and boil. He wasn't sure what to think about it.

But alas, here he was, stopping the 'bad guys', saving little kids, doing the job of the police. It was difficult to comprehend, but the world needed little guys like him as much as they needed big-players like the Avengers.

Ravencroft Institute ,Present Day

Harry stared into the grimy mirror and something else entirely leered back at him. Harry grimaced at the sight; his skin was still mottled and had a sickly green tinge. His eyes were still blood-shot and the veins upon his forehead were bulging out horrifically, a constant reminder of his less-than stellar state. Harry brushed down his fringe self-consciously, wanting to obscure the veins completely from his sight. His hair was definitely long enough to hide it away successfully, something which made Harry's shoulders seem that much less weighed down.

The serum did have its benefits of course. Harry felt so much stronger and quite able-bodied to tear out a man's throat with his bare hands if he so wished. The thought made his hands twitch violently and his entire body shudder in dark hunger. Just how many men had crossed him? Menken, the Oscorp board, Peter – Harry stopped. A scowl flitted across his face. Yes, Peter could die first. Harry looked very much forward to it. It was Peter's fault that Harry was in here, that Harry was reliant on the serum, that Harry hadn't been cured of the 'Osborn curse'. Oh yes, Peter's death would not be pleasant – not for Peter at least. Harry's hands furled and unfurled as his dark thoughts consumed him.

"Stand facing the wall. Don't make any sudden movements or we will shoot you. We're just going to put your jacket on, Mr. Osborn."

Oh, it was that time of day again. Every morning the guards would come in to buckle Harry into his strait-jacket. He rolled his eyes and obeyed the guard's orders. It was just protocol of course. The jacket was a nuisance, but no good would come to Harry if he disobeyed. He knew how to handle a hierarchy much better than that. That was life after all. Harry let the guards jostle him as they placed the jacket over his head, locking the buckles roughly. The treatment wasn't that rough; the guards knew of his influence – he was an Osborn, after all - and still had a certain level of respect for him.

Harry's face split into a mocking grin, his voice sickly sweet, "Oh, thank you ever so much."

The guards exchanged disturbed glances and promptly left the room. Harry sat down again to face the mirror, glaring at his hideous reflection. He was glad for the peace and quiet, though it did get maddening sometimes. Harry closed his eyes, basking in the tranquility.

"Mr. Osborn, you have a visitor." A guard called out.

Harry's eyes snapped open irritably. He had been enjoying himself, he sighed. He didn't have to turn around to know that the man who had just entered his cell was Gustav Fiers. Harry didn't have any other visitors; no one wanted to see the mad Osborn heir.

"Good morning, Harry."

Fiers' steps were well-paced and quiet as he crossed the room. He had a chair in one hand, a briefcase tucked under one arm, and a metal tray in the other hand. He carefully handed the metal tray to the young heir and sat down in the chair. Harry stared down at his breakfast and found it to be simple as usual: today was French toast, juice, milk, cereal and a bowl of sliced fruit. Usually the guards would bring his breakfast in but Fiers had taken the tray in instead to save the guards the trip. He knew that Harry did not like too many visitors in one day. And if Harry was in a good mood, then their conversations would flow in a much nicer way.

Harry gingerly tore the French toast into bite-sized pieces and began to pop them into his mouth – a habit that hadn't quite gone away despite his braces having been absent for nearly four years. Fiers placed his briefcase at his feet quietly.

"And a good morning to you, Fiers. What brings you here into my less-than humble abode?"

Fiers smiled casually, "Well, I just wanted to update you on the progress we've been making outside in the big, bad world."

Harry swallowed, "…and?"

Fiers' brow furrowed slightly, "Well, bad news first. We haven't been able to locate Max Dillon a.k.a Electro. We scoured the power grid but all we found was his power scale. We suspect his encounter with Spider-Man was fatal."

Harry's pale eyes were downcast, "That is a disappointment. Max was a passionate and intelligent personality, if not an eccentric one. His loss has taken quite the blow to our plans, I imagine."

Fiers shook his head in amusement, "Quite the opposite. Dillon may have possessed all these qualities you say he did, but he's sounds much like the many dangerous creatures I've encountered in my travels. No, we'll be just fine, I imagine. I've already contacted The Hunter and his friend, Chameleon. Vulture has already signed on, and Rhino is at this very moment loyally carrying out his duties. Our fifth candidate is with Rhino, seeking to recruit our sixth man, Connors."

Harry looked up from behind his bangs, his curiosity aroused, "…our fifth?"

Fiers smiled, baring his white teeth, "A very talented young woman, I'm sure. She was just so willing to test out one of our serums. Seemed so determined to find work."Fiers paused and looked directly at Harry, his brow quirked in amusement, "and I do believe she used to work with you."

Harry's jaw dropped in realisation, "What?"

Ryker's Island, Present Day

Curt Conner's cell was a dark, damp room with little amenities. Connors had not been surprised when he'd first been escorted into his new 'home'. He definitely hadn't been expecting a hotel, or even a scummy motel. But what he did have was enough: a simple bed, a small desk, and lavatory facilities. The darkness was something that you became use to, after a while. His trips in the exercise yard didn't provide him with enough of the sunlight that he craved so much – frighteningly so when he went into relapse – but he was still happy to be able to go outside at all. Connors had curled up in his bunk, ready to settle down for the night. He was eager for the sweet embrace of sleep; the Lizard 'thoughts' had only just settled down within the past month, meaning that he'd finally been able to sleep with some comfort. The Lizard 'thoughts' were lessening every day and the nightmares were less frequent, but Connors knew in his heart that those would never truly leave him. How could he forget the blood, such crimson warm blood, soaking his cold scaly hands?

Connors face screwed up in anguish, he hated to think on it at all. He attempted to clear his head and clutched the sheets tightly. The bunk itself wasn't first-class bedding, but it sure was good enough for Connors; he'd torn the last one to pieces in one of his Lizard relapses and had honestly felt lucky to get a new mattress at all. The guards had been very displeased; Connors had heard them muttering about the awful clean-up job as they escorted him back into the suffocating room that was 'home' to him. But it was no less than he deserved.

A sharp knock broke the stony silence of the cell and Connors eyes snapped open. The knock sounded again and Connors scrambled to sit up. The guards didn't knock, they thumped at the door. Like Connors was a beast that needs to be roused with a trumpet fare. Connors didn't call out to his visitor and instead merely sat in guarded anticipation. He grasped his knees tightly and ignored the cold sweat gathering at the back of his neck. Who on earth could it be?

The door swung open abruptly, the hinges squeaking painfully, his visitor apparently having gotten impatient of waiting for a response. To his surprise a young woman with sleek black hair and wearing a too-big guard-uniform was standing at the doorway. Connors gawked, what's going on?

The young woman smiled a strange smile – there was no warmth to it. Just a detached sort of friendliness, nothing more. She walks in, no fear in her expression, and then Connors takes note of the metal tray that she is holding. It was past dinner-call, Connors had already eaten. She placed the tray on his desk gently and he realized that what she brought him certainly wasn't food.

"Dr. Connors, my name is Felicia Hardy. I'm here on behalf of my employer, Mr. Osborn."

Connors laughed uneasily, "Norman Osborn is dead. Even in prison we know these things."

Felicia shook her head, that same eerie smile upon her face, "You're not wrong, doctor. No, I work for Harry Osborn. He's quite the fan of your work."

Connors smile dropped off of his face. The only thing he knew of Harry Osborn was that he had been best friends with Peter Parker. Connors remembered having dinner at the Parker's house a good few times and almost every time without fail, young Harry Osborn had been there too. More often than not, causing a ruckus along with Peter as the two streaked around the house playing goodness knows what. What mattered, Connors thought, was whether Harry Osborn was more alike Norman Osborn or the late Mrs. Osborn. Unfortunately, by the impression he was receiving – this Felicia girl breaking into his cell quite illegally, 'The Gentleman' leering at him months earlier and ranting about Peter – Harry Osborn appeared to take after his father.

"Ms. Hardy," Connors said slowly, his guard undoubtedly up, "Just why exactly are you here?"

Felicia pressed her clean, well-manicured hands together and smiled down at Connors, her blue eyes gleaming in the little spread of moonlight that had managed to find its way through the tiny window.

"You're well informed in the subject of cross-species genetics, doctor. Surely you know of the revolutionary potential that it contains? It feels insulting to even ask you that."

Connors nodded, as Felicia went on, "My employer is very interested in your work. He knows all about the spectacular results that your own Lizard serum produced, as well as the less spectacular results. Mr. Osborn wants you to improve upon your results. He can recognize the potential of your work and he wants to fund your research, doctor."

Connors' brow furrowed, "And to what end, Ms. Hardy, to what end?"

Felicia smiled softly, "Firstly, to cure Mr. Osborn. He's dying, you see, and only you can save him. But ultimately, we want to change the world, Dr. Connors. We want to see your arm restored, your wife's cancer obliterated-"

"Millions of lives changed, I know." Connors finished bluntly.

"Then you know why I'm here, don't you?"

Connors gripped the bridge of his nose and sighed, "The question, Ms. Hardy, is whether or not 'Mr. Osborn' wants me, or the Lizard."

Felicia smiled, "I don't see why the two are mutually exclusive, doctor."

"I already spoke to that man, 'The Gentleman' he called himself. The Lizard is dangerous, a force of pure destruction. What makes you think I've changed my mind since then?"

"I was hoping you would ask me that," Felicia said smoothly, and stood back, "because, Dr. Connors, I am the product of the new serum."

Felicia extended her hand outward and to Connor's awe and horror, her nails slowly transformed into sharp and unforgiving claws in a way that was distantly reminiscent of Logan Howlett's mutant ability. Her hand suddenly lashed out against the wall and a shower of dust rained down upon the floor. When it had cleared, a large gaping hole in the concrete was made visible. Connors was utterly transfixed.

"I have more tricks up my sleeve than that. For instance, this cell is quite dark but I can see you perfectly well."

Connors swallowed, "But what are the side-effects?"

Felicia's nose wrinkled, "Nothing drastic, thankfully. Unfortunately, this is just a prototype that was coded to me specifically, and we need someone with your abilities to generalize it."

Connors eyes widened in shock, "T-that was my serum wasn't it? Who coded it to your DNA?!"

Felicia stepped back in surprise; Connors had leapt to his feet in rage. Felicia quickly recovered and smiled coyly, "Now, now, Connors. That would be telling. I don't even know whether or not you want to help my cause or not."

Connors sat down again and stared at the floor. He had already dealt with Oscorp before and even now he was still unclear of the corporation's dark intentions. His primary goal – at least in the company's intentions – had been to find a cure for Norman Osborn's hereditary disease. His own personal goals had been to restore his own arm – such a desperate need – and to restore the lives of millions of others who had been disabled or crippled by disease or otherwise. Connor's heart tugged painfully within his chest – he wante to save his wife, sweet Margaret. He wanted to see his son. All of this had been for them! He wanted to have his family back, he wanted his wife, and he wanted his damned arm! Fate had a twisted sense of humor, delivering pain into the lives of those who deserved it least of all.

But what of Oscorp's goals? Dr. Ratha had never actually divulged anything other than the company's alleged goals to Connors. But Connors suspected that whatever their intentions were, that they had been twisted enough to drive away Richard Parker – damn saint-like Richard Parker. And just when they had been so close – so very close – to finding that damn solution. And yet here was a by-product of one of Oscorp's twisted projects standing right in front of him, and it was very near to perfection.

Connors slowly raised his eyes to coolly combat Felicia's own, "What's the plan, Ms. Hardy?"

Osborn Mansion, About 13 Years Prior

Peter gingerly pried the door open and shuffled into the darkened room. Peter blinked at the black, black room, quite unable to see anything, not even the tip of his nose. Peter swatted at the air slowly, trying to find his bearings as he let his feet gingerly step across the lush carpet. Luckily, the Osborn heir, unlike Peter, was in the habit of keeping his room clean so Peter wasn't given any nasty surprises such as a stray LEGO piece or a hardcover book.

"Who the heck are you?" a young angry voice shot out.

Peter stumbled forward in surprise and he cried out as his foot connected with a piece of furniture. Peter became aware that the supposed Osborn heir was sniffling. Peter only made that noise when he was upset or when his Mother insisted that he eat all of Aunt May's homemade meatloaf, so he immediately sensed that the Osborn heir was not happy at all. Hopping around, Peter shot back, "Peter Parker is my name."

The sniffles were silenced as a high-pitched giggle hit Peter's ears. Peter decided that he liked that sound very much; it reminded him of his Aunty May's beautiful wind-chime at her house.

"Your name sounds funny. Puhter - Puhker!"

The voice wasn't mean, Peter realised. It was playful and admiring. Peter was chuffed, "Y-yeah. My Mother says that that's called "amiteration" or something."

The tittering continued and Peter could feel his cheeks growing hot. Only his Mother and Dad thought he was that funny – after all, no one at school laughed at his jokes, they only laughed at him. Peter decided that he liked it when people laughed with him and so, confidence overflowing, he ventured: "What's your name?"

The sniffles returned abruptly and Peter's shoulders drooped in disappointment. Well, the Osborn heir would never want to talk to him now! Peter shook his head furiously, no! No, he wouldn't give up. Mother had told him to make friends and this Osborn heir clearly needed a friend. Peter strained his perky ears and steadily made his way, hopefully, to the source of the wretched crying. Slowly, Peter's eyes adjusted to the horrific darkness around him and he could just make out the outlines of a heavy oak desk. The sounds were reverberating around him and Peter could sense that the Osborn heir was likely underneath the desk, in the hollow where the chair should be. So Peter dropped onto his hands and knees and crawled over to the Osborn heir, all too aware of the dangers of carpet burn. He halted in front of the desk.

"What's your name?" Peter said again, a little more softly this time.

"H-Harry," a tear-wracked voice managed, "Just Harry."

"That's an awesome name," Peter gaped, "You could be Harry Potter and you wouldn't even know it. I'd love to have magic powers, wouldn't you?"

Harry made an odd choking sound that Peter interpreted as him trying to laugh and cry at the same time. Peter smiled, bearing his crooked teeth, "Well Harry, do you want to play wizards? You can be Harry Potter, of course, and I'll be Merlin. I like Merlin 'cus he's really smart."

Peter outstretched his hand and was surprised to find Harry's tiny, clean hand already outstretched towards him. Peter took it of course.

When Harry turned the lights of his room on, Peter stared at his new friend with interest. Harry's eyes were an icy blue and seemed to bite at Peter, and to be honest they made Peter uneasy. They weren't like Mr. Osborn's eyes at all; Mr. Osborn had reptilian-like dead eyes that made Peter want to cower behind a chair. Harry's eyes, however, seemed to glow and were almost like something from out of space or another world. The ethereal image was ruined quickly: Harry's nose was very red and the whites of his eyes were blood-shot from his obvious crying, but Peter was pleased to note that Harry was shorter than him by an inch at least.

Peter wiped his sleeve along Harry's nose and Harry squeaked in disgust, "Gross!"

Peter sniffed, "Your nose was messy, just lending you a hand – er – sleeve."

"Gosh, you're tall!" Harry gawked up at Peter, his pale eyes widening substantially and forgetting his previous grievance, "I wish I was as tall as you."

Peter grinned in pride, "Mum says I could get to be as tall as my second-cousin Bradley. He's like this tall."

Peter stood on his tip-toes and extended his free arm to illustrate as Harry's hot hand was still tightly engulfed in Peter's own pudgy hand. Harry giggled again, his pale eyes lighting up. For once in his life, Peter had made a real friend, a friend who laughed at his jokes and seemed to like him too. Peter beamed at Harry, who smiled widely in response.