Disclaimer: All Spider-Man related characters belong to Marvel, Sony and the CW4Kids.

Summary: Peter and Gwen go out on what was supposed to be a date but it gets interrupted by one of Spider-Man's greatest enemies.

AN: I would like to thank coltdancer and htbthomas for their time and effort on betaing this story for me.

Times of Change

As the months went by, things had returned to normal - or relatively normal - for Peter Parker. Ever since he had been bitten by that genetically-altered spider, thus becoming the Spectacular Spider-Man, his life had changed forever. He reflected on this while he swung through the concrete jungle that was New York.

"This is the kind of day I like, not a bad guy in sight for a change," a content Spider-Man said to himself once he ended his swinging and perched atop one of New York's several high-rises.

While watching the street below, he recalled one of the toughest fights that he had experienced. It had been several months since his battle with Eddie Brock, who had used the alien symbiote to become Venom. Luckily, Spider-Man had been able to defeat the symbiote and free his former friend from its influence. He hadn't heard anything from Eddie since then.

Despite the unsettling end, one good thing came out of it. He and Gwen Stacy had become much closer. That little memory brought a smile to his mask-covered face. Peter was going to meet up with her later that day... then he heard the sound of police sirens.

There goes my picture perfect day. Whatever it is, I hope it won't make me late in seeing Gwen, Spider-Man thought as he spun a web and swung in the direction of the sirens.

In no time at all the webslinger caught up to the sirens and what they were headed toward, an apartment fire. Time to lend a web-covered hand, Spider-Man thought as he swung through one of the apartment building's open windows, much to the surprise of bystanders and rescue personnel below.

"Is anyone in here?" Spider-Man shouted out through the smoke and flames as he searched for survivors.

"Over here!" came a very faint reply that was followed by a hacking cough.

"I'm coming, try to keep talking as much as possible."

The person did what they were told and Spider-Man found a young boy, huddled on his bedroom floor.

"S-S-S-Spider-Man," the frightened child stammered.

The wallcrawler replied to calm his ward, "The one and only, kiddo. Where are your parents?"

"My daddy's at work. Mommy should be here. I was taking a nap and when I woke up all I could see was all this smoke. Can you help me find my mommy?"

"I'll do my best, kid. Gimme your hand and let's look for your mom."

Giving the Spider-Man his had, they left the boy's room in search of his mother. They searched his parents' room first but there was no one there. Next they went to the bathroom with the same result. The living room was next and again there was no one and because of the smoke, it was getting harder to see and breathe.

"Mommy! Where are you, Mommy?" the boy yelled out between coughs.

"Ryan!" came a very hushed answer to the boy's plea.

"Mommy, I'm here and I have some help!"

Ryan led Spider-Man to the kitchen where they found his mom on the kitchen floor, slowly regaining consciousness. The boy, seeing that his mother was fine, quickly went up to her and gave her a hug.

"You all right, ma'am?" Spider-Man asked as he and Ryan helped her up.

"I think so. One moment I was fixing lunch and the next, I'm on the floor. Where's all this smoke coming from?"

"There's fire that is spreading throughout the building. I think it will be a good idea to get both you and your son out of here."

Indeed it was, as the smoke began to thicken. Spider-Man's mask helped keep him from inhaling it but Ryan and his mom didn't have that luxury. Spotting a pair of dish towels near the kitchen sink, the wallcrawler dampened them and hand his two charges one each.

"Wrap those around your mouth, it'll help you to breathe better," Spider-Man explained as they left the kitchen and went to the apartment's front door.

Once they had opened the door, his spider-sense tingled wildly as a burning support beam crashed just in front of the trio, surrounding them with flames.

"Time for plan B," Spider-Man told them as he closed the door.

"And that is…?" asked Ryan's mother.

It didn't take the webslinger to realize that they had only one option. "We get out the way I came in… through the window."

"But there's no fire escape out that way."

"We don't need one."

Spider-Man's last comment got him a quizzical look from Ryan's mother.

"He's going to use his webs to get us out, right?" Ryan asked as he figured out what the hero had in mind.

Spider-Man happily replied as he ruffled Ryan's hair, "Bingo, my man."

They hastily got to the window and Spider-Man began spinning webs to form a slide. Once that was done, he helped the pair out onto the window ledge. The ledge wasn't all that wide, so he was extra careful with what he was about to do.

"So, who's going first?" He asked as he prepared to place one of them on the web-slide.

"Is this safe?" Ryan's mom asked while holding her son's hand and keeping close to the wall.

"It's very safe." Once Spider-Man had said that, an explosion was heard not to far from them. "But I don't think he have a lot of time to debate that issue because this place could come down at any moment."

"I'll go," Ryan cheerfully offered as he carefully got around his mother and sat down on the slide.

"You know, you both can go down at the same time and that could be a good thing."

Ryan's mother nodded in agreement, she then got right behind her son on the slide and held on to him tightly. Spider-Man gave them a push and down they went.

"Yippee!" Ryan screamed ecstatically as he and his mom descended to the street.

As the continued down, Spider-Man added some extra webbing around the area where he attached the slide to the building to make sure it held while the duo made their way down. Once that was completed, the wallcrawler hopped on and went down himself.

By the time he had started down, Ryan and his mom had made it to the street to be greeted by medical personnel. They both looked back to check on Spider-Man when another explosion rocked the building which caused the top end of the slide to detach itself.

With the grace of an arachnid, Spider-Man snared a light post with some webbing and swung his way down safely, landing next to the pair he had just rescued. He then created a large web shield to protect himself and several others from the falling debris.

"You guys all right?" Spider-Man asked once the debris stopped falling and tossed away the web shield.

A chorus of 'Yeses' had the wallcrawler sigh in relief as he was able to protect those nearby.

Ryan went up to Spider-Man, tugged on his hand and said, "That was totally awesome, can we do that again?"

"Some other time, sport," Spider-Man replied with a chuckle.

One of the medical techs went up to Ryan's mother. "If you and your son are ready, we can take a look at you."

"Thank you, we'll be with you shortly," she replied as she took her son's hand. "And thank you, Spider-Man. If it wasn't for you I don't…" Ryan's mother couldn't finish what she had to say because she was too choked up with gratitude. She was able to let the webslinger know how she felt by giving him a hug as well as a peck on the check.

That act alone brought a smile to the webhead's masked face.

A few moments later, she released her hold on the web-clad hero and took her son to the medic. Spider-Man watched them go as young Ryan waved goodbye to his hero and he in turn waved back. It was times like that, that Peter was glad that he was Spider-Man.

Now that the two people he rescued were getting medical attention, he decided to see if there was anything else that he could do. Spider-Man bounded over to where several firefighters were battling the blaze and was able to find the fire chief.

"Do you need anymore help?" Spider-Man asked as he clung to a nearby streetlight.

The chief turned around and was a little surprised to learn that the wallcrawler was the one that posed a question. "My men have everything under control now and everyone who was in the building made it out."

"Good."

"That was good work getting those two out of that apartment window. I don't think we could've gotten to them in time. Thanks for that."

"All in a days work for yours truly."

No longer needed, Spider-Man spun a web, gave the fire chief a salute and headed out. Before swinging away, he picked up his camera that he had setup to get pictures of the fire. Now I can get these over to the Bugle and see what Mr. Jameson will give me for them, Spider-Man thought as he headed in the direction of the Daily Bugle.

Mere minutes after Spider-Man had left the scene of the fire; an important announcement was made over the police band radio. "There has been a jailbreak from Ryker's. The escapee is believed to be one Dr. Otto Octavius who also goes by the name, Dr. Octopus. There is no word on if he was able to retrieve his 'tentacles' before he escaped but it should be known that he is extremely dangerous. Repeating…"

"Ah freedom, it could not smell as sweet as this," Dr. Octopus mused to himself as he got off the borrowed motorboat.

His escape from prison wasn't as elaborate as the time he and members of what had become the Sinister Six had escaped. Using his superior intellect didn't hurt his chances. The plan had worked flawlessly, especially being able to retrieve his beloved arms for his harness.

The only drawback was that Ock would have to find a way to power them on a more permanent basis. Luckily, he was able to rig a device that would give the arms or tentacles as he had begun referring to them, a charge so they would operate. The flaw was that it only provided a temporary solution because the power would not last overly long.

Ock mused quietly to himself. "Creating another battery to power my tentacles is too time consuming and time is of the essence for what I need to do. There must be…" A thought brought a sinister smile to his face. "Ah, I believe I have a solution to that problem."

Octavius was soon brought out of his reverie when the sounds a police boats were heard. They were heading his way.

"It's time for me to take my leave of this place and prepare to have my arms fully operational. When that happens, Spider-Man will pay for what he has done!"

Octavius then disappeared into the early evening shadows so as not to be caught by the law.

The Silver Spoon Cafe

Gwen had been patiently waiting for Peter to arrive. As she waited, she thought about how her relationship with Peter had changed since Thanksgiving. It was on that day that she finally was able to let her friend know how she felt. She accomplished it not with words but with a heartfelt kiss. That one simple act had brought them closer, which made her smile. With one look at her watch, that smile turned upside down into a frown. Peter was close to being a whole half hour late. When Pete gets here, he is so getting 'The Look', she thought as she took a sip from her soda.

"Hiya, Gwen, hope I didn't keep you waiting too long," Peter huffed and puffed as he took a seat next to her. Of course, when he faced his friend eye to eye he was given 'The Look'.

"What took you so long, Pete? I've been waiting here… What's that smell?" Gwen asked, suddenly catching an odd scent.

"I don't smell anything…" Peter then realized there was an unusual smell in the air. He swiftly figured out where that smell was coming from - himself.

Gwen had also arrived at that conclusion as well. "Peter, it's you and it smells like… smoke!"

"Yeah, I guess it does." Peter laughed it off. I knew I should've changed clothes after dropping the photos off to Mr. Jameson.

A thought then ran through Gwen's head and she quickly grasped Peter's hand in hers.

"Did something happen at your house? How's your aunt?"

"Both Aunt May and our place are okay. The fire wasn't there but at an apartment building. I was nearby when it happened and decided to take some pictures for the Bugle. I even got some shots of Spider-Man who gave the fire fighters a helping hand."

Gwen then let out a breath that she didn't realized she had been holding. She was relieved that nothing had happened to either Peter or his aunt.

"You had me worried there, for a minute."

"Sorry about that. So, what did you want to talk about here?"

Gwen gathered her courage and went ahead with what she had in mind. "Well, I was wondering… if you're free this weekend… that you wouldn't mind going to Coney Island." She ended her proposal with a very soft, "With me."

"You mean like a date?" Peter inquired politely, just to make sure he understood what Gwen was asking.

Gwen blushed a bit at the question because she really did want it to be a date. "It doesn't have to be, Pete, it can be just two friends going out to have a good time."

"Sure, why not."

Happy that Peter agreed to it being a date, Gwen gave him a kiss on the cheek, which made Peter blush this time. They then ordered a couple of sodas and began to work out the details for their weekend.

The past few days went like a blur for both Peter and Gwen in anticipation of their date. Peter was taking things in stride about the whole thing. He only hoped that Spider-Man wouldn't be needed. He had heard about Dr. Octopus' escape but he hadn't come across him. So, Peter decided to let the police handle it while he was out with Gwen.

Gwen, on the other hand, was a little nervous about it. Sure, she and Pete had hung out together on numerous occasions either in a group or by themselves. This time was different however because they weren't going out as friends this time. She hid her nervousness very well. Also, talking to her dad helped relieve some of it as she got ready.

Part of their plan was that Gwen would go to Peter's and pick him up there instead of the other way around. Peter told her that he could swing by her place, she didn't know how literally he meant that, and leave from there but Gwen wanted to visit with Aunt May before heading to Coney Island. Also, it gave her a chance to see how May was progressing on that new cookbook she was putting together.

When she arrived at the Parker residence, she wasn't at all surprised to smell something good coming from the kitchen. Ever since her heart attack, May had been eating healthy and that meant Peter was doing the same. Also, she was constantly coming up with new recipes for her cookbook which left Peter as her guinea pig and on this night, Gwen would be another.

"I think you got another winner here, Aunt May. This chicken is delicious," a satisfied Peter mentioned as he finished his meal.

"You really think so?" May asked, happy to hear that her nephew enjoyed the meal.

"Peter's right, Mrs. Parker, this will make a great addition to your new cookbook," added Gwen who also finished her last scrumptious bite.

"Thank you, my dear. Oh, look at the time. Shouldn't the two of you be off?"

Taking a look at a nearby clock, Peter and Gwen saw that they really should be going.

"Thanks for dinner, Mrs. Parker," Gwen said as she got up from the dinner table.

"You're very welcome, Gwen. Now you two run along and have fun."

"That was a fantastic dinner, Aunt May and I'll see you when I get back. If I'm late, I won't forget to call," Peter told her as he placed his cell in his pocket.

"All right then, bye you two."

Before leaving, Peter gave his aunt a kiss on the cheek and then went out with Gwen for their date.

Coney Island

In a matter of moments they had arrived at their destination. Once there, they walked around the place, but having been treated to such a feast courtesy of May Parker, they purposely avoided the food stalls. Even the tantalizing aromas couldn't sway them to have anything but some eventual dessert as they finally gave in to some cotton candy and some candy apples.

They finished off their cotton candy but saved their apples for later as they continued walking around. Feeling that their stomachs could handle it, they started checking out some of the rides.

"Well, look what we have here, the geek patrol," a voice said from behind them as they waited in line for the bumper cars.

Please let it not be Flash, Please let it not be Flash, Please let it not be Flash, Peter thought madly as he and Gwen turned around.

"Aw, man," Peter said under his breath.

"Are you two on a… date?" Flash Thompson chuckled out.

Flash had come to Coney Island with his football teammates. A few of the cheerleaders which included his ex, Liz Allan also came along. Liz took a good look at Peter and Gwen and came to the conclusion that they probably were on a date. That revelation made her feel a little sad.

"What if we are?" Gwen asked getting right in Flash's face.

"Lay off, Flash," Rand Robertson told him.

But before Flash could say anything, it was their turn to in the cars and Flash already had a particular target in mind. Peter had a feeling, and not from his spider-sense, that he would be Flash's number one target.

"You're mine, Parker!" Flash taunted as he got in his car.

"We'll see about that, Eugene," Peter said softly to himself knowing that he would have a huge advantage over his foe.

With everyone in their respective cars, they got under way.

Flash's first thought was to go after Peter but he was nowhere in sight. Then he was bumped from behind by, Peter.

"What the..? How in the…? I'm going to get you, Parker!" Flash yelled out and prepared to go after Peter.

"I don't think so, Eugene," Peter taunted knowing full well that his spider-sense would warn him.

Every time Flash went after him, Peter was able to avoid getting hit. Unfortunately, several of the quarterback's friends got hit instead. Even Gwen wound up on the wrong end of Flash's attempt. Sally Avril was starting to get annoyed at Thompson's antics too.

"Jeez, Flash, be more careful," Sally huffed after getting bumped by him once again.

"Sorry," apologized Flash.

After another failed attempt to bump Parker, Flash's bumper car suddenly stalled.

"Get 'im!" Liz shouted out as she too was tired of getting bumped around by Flash.

Everyone that had been hit by Flash had suddenly charged at him from all directions. First came Liz and then Sally. Rand, Kong, and Hobie took their turn hitting their friend. The last two to participate in this was Gwen and Peter. Their resulting hit had Flash spinning around in his bumper car.

With that final hit, their turn in the bumper cars where over and everyone was getting out of their respective vehicles.

"Are you having fun yet, Pete?" Gwen asked as got out of her car and went over to him.

Taking a look over at Flash, who was being helped out of his car and appeared woozy, replied, "Oh yeah."

Not far from Coney Island, a figure was making his way there and at a fairly good speed. His mode of transportation was not by any conventional means but by four extendable arms.

"Laying low for a time was the right course of action. It also bought me some time to charge my four extra arms but that charge won't last long. I need to find that battery and I need to find it NOW!" Octavius muttered to himself. "And I know where to start looking."

After the bumper cars, Peter and Gwen headed toward the rollercoaster. The pair was accompanied by a still queasy Flash and the rest of his group. They waited patiently for their turn to get on and enjoy a nice, thrilling ride. On the first lap around the tracks, Peter felt his spider-sense tingle slightly. He looked around to see what could have caused it to go off.

"What's the matter, Pete? Is something wrong?" Gwen asked over the noise from the coaster.

Finding nothing out of the ordinary, Peter answered, "It's nothing, Gwen, let's just enjoy the ride."

That put Gwen at ease, at least a little, and she continued to enjoy the rest of the ride with Peter.

Not far away from the rollercoaster, Dr. Octopus was searching for his harness battery. He surmised that the pair of batteries that he had when he first fought Spider-Man had never been recovered. So, the logical course of action was to go back and look for at least one of them at the scene of their battle.

"Where could that battery be?" Octavius grumbled as he ripped through game and food stalls to locate his most valued possession.

As everyone got off the rollercoaster, they could see that there was some kind of commotion going on not that far away. Various objects were being tossed about with several people yelling and screaming as they got out of the way.

Peter's spider-sense tingled as a piece from one of the stalls was thrown his way.

"Get down!" he warned those around him and he protected both Gwen and Liz from the errant piece by making them get down by wrapping an arm around each of them, forcing both ladies down with him.

Everyone cautiously got up to see what or who had been causing the problem. Everyone suddenly got a good look and notice that it was Dr. Octopus creating the disturbance.

What a way to ruin a date, Peter thought as he got a glimpse of his adversary and knowing full well that Spider-Man was needed.

Peter brought Gwen off to the side to talk. "Gwen, I'm sorry to have to do this, especially since we are on a date. The Bugle will want pictures of this and since I'm here…"

"Go, Peter, but be careful, okay?" Gwen sadly told him, knowing that it was his job to get newsworthy pictures.

"Thanks, Gwendy." Before Peter left, he gave Gwen a kiss on the cheek which made her blush.

Liz watched from afar the exchange between Peter and Gwen. Then she saw Peter head off towards the area where Dr. Octopus was ripping things apart and thought, Take care of yourself, Petey.

When Peter was far enough away from the others, he was able to find a deserted area and quickly changed into Spider-Man. Firing a webline, he swung off to confront the good Doc Ock.

"Where is it?!" yelled a frantic Octavius. "I'll tear this place apart to find that battery."

"Nyah, what's up, Doc?" Spider-Man asked, in perfect imitation of Bugs Bunny, as he was perched on a nearby booth that had not been damaged.

"You're the reason that I've sunk so low as to scavenge around for a power supply for my arms. But rest assured, wallcrawler, I will pay you back – and here's a little taste."

One of Ock's tentacles stretched out and quickly flicked the webslinger off his perch.

Man, that was fast, Spider-Man thought as he picked himself up out of a booth that Ock had swatted him into. Fast enough that I couldn't react to it although the hit wasn't overly hard. That means he must not have a lot of power left in that harness.

"That wasn't nice of you, Doc. But now I can return the favor - Spidey-style," Spider-Man warned as he swung over to his foe and planted a right-cross in Octopus' face. "Oh, and we're not done yet."

Spider-Man grabbed the nearest tentacle and was able to spin the doctor around and toss him into the water. He quickly went over to where Octavius landed, primed for any retaliation.

Doctor Octopus carefully rose from the water but something was different in his demeanor. He was smiling from ear to ear.

"Thank you for the swim, Spider-Man. I have now found the means to squash you like the proverbial bug that you are," Dr. Octopus threatened as he now held a new battery in his tentacle. "I never would have thought to look in the water for my new battery. So again, thank you."

Spider-Man had to think of something and fast. With that new battery, Ock would be a tad difficult to stop. Suddenly, an idea came to mind. I just hope this plan will work, he thought as he prepared to set it in motion.

Octopus was about to place the new battery in place when Spider-Man took another swipe at him. The blow had knocked him off his feet and into a neighboring food booth. To his credit, he still had his battery in hand.

"You thought you could stop me, you fool!! Now feel the wrath of Dr. Octopus!!"

Ock quickly put the battery in the harness and moved towards the wallcrawler. Extending a couple of arms towards him, thus able to ensnare the arachnid in them. He brought Spider-Man closer to him while the tentacles squeezed.

"Any last words before you die, Spider-Man?" Dr. Octopus asked as he prepared to squeeze the life out of the webslinger.

"Yeah, I got something to say," Spider-Man mentioned under the strain. "Time's up."

Spider-Man flexed his muscles and was able to break free from the tentacles grasp. Octavius tried to use the arms to recapture his most hated foe but the arms were not working.

Dr. Octopus frustratedly cried out, "My arms, why aren't they working?"

"That's easy, Ock. I was able to spray some webbing over the contacts of the battery. So, when you put it in, your precious battery wouldn't work. Plus the power you had left would be used up quickly," Spider-Man explained. "Now that you can't use them anymore, I can do this."

Spider-Man was then able to snap each arm from the harness and then encased Octavius in some webbing for the police to deal with.

After all the excitement with Dr. Octopus and Spider-Man, Gwen was able to find Peter taking some last minute photos of the scene. She was happy to see that Peter was all right. Once he was done taking pictures, they decided to head on home thus bringing their date to an end.

"Thanks for a nice time, Pete," Gwen said as they approached her front door.

"You're welcome, Gwen. Too bad Dr. Octopus had to interrupt it though. Maybe next time we should go to a movie or something," Peter said as the stood on the porch.

"Do you really mean that? Another date?"

"Sure."

"Okay, thanks for seeing me home, Pete. Talk to you later." Gwen then gave Peter a kiss on the cheek.

"Yeah, good night, Gwen."

Peter started to walk away. Then, like Gwen had done on Thanksgiving, Peter turned around and kissed Gwen goodbye. When they finally parted, Peter waved goodbye and headed home while leaving a profusely blushing Gwen.

Finding a nearby alley, Peter once again donned his Spider-Man costume and webswung his way home. Once in the air, memories of his date with Gwen fresh in his mind, he let out a triumphant yell.

The End

AN: Please let me know what you think of my first Spectacular Spider-Man fic by leaving a review. Constructive criticism is welcome but flames are not.