Peter strolled across the campus of Empire State University quite aware of the large number of students and faculty pointing and whispering as he passed. For some reason he had decided to re-enrol on the Post Graduate course he had been taken before he had been forced on the run by Osborne and then killed at Asgard by Venom, the shit eating grin on his long time enemies face still burned onto his psyche. In all fairness he had believed that with the first term already started that the Dean would not accept his late application. That thought changed immediately after he set foot on campus, the gates decorated with a massive billboard displaying a picture of Spiderman beating Songbird round the face with the text bellow reading Empire State University - Home to Songbird and Spiderman. That brought a smile to Peter's face; the University had used an old photo, one of the few of him and Melissa together and in this particular encounter the Thunderbolt had come off worse. The actual meeting with the Dean was short; he made his point in a few words.

"Yes Mr. Parker we would welcome you back to our establishment, your application will be processed as soon as possible. When it's complete we will e-mail your schedules and class list to you." the Dean told him before Peter had ever said anything. In the back of his mind Peter thought, "He can't really say no, the amount of publicity Empire U would get from me being on campus would be massive. All I am to him is a red and blue cash cow."

"Thank you for being so efficient Dean Ramirez." Peter replied as the Dean's PA opened the door, she smiled at him and Peter saw a mixture of fear and devotion, a look he was getting a lot regally, even from some of the villains he faced although mostly they yelled one of two things, "Back off Spider Freak or I ventilate the hostage." followed by, "Please don't eat me I learnt my lesson." Peter stepped out of the office and through one of the many trendy student café's, the TV reporting how Oz Corp had been handed over to a steward while the government decided what to do with Norman Osborne's former empire. "I hope Harry is okay." Peter told himself, "He probably doesn't need any help for me at the moment, I'm sure he wouldn't see me as a friend." he added sorrowfully, "You should go anyway." his inner voice whispered, "It's what a real friend would do." Peter shook his head ignoring his thoughts, he had a lot to do today and so far he was on schedule, mostly due to the quick service he was now getting as well as no signs of any super villain attacks. "Probably shouldn't count my chickens until they hatch." he mused, "Sod's law will say something massive will go down and take up the rest of my day."

He had only taken three steps past the café when the screaming started, again it was something he had got used too, mostly they were running from him but occasionally he had some nut job fan that did the opposite, begging for an autograph, an interview sometimes even a ride round the city. Peter largely ignored them, there was no benefit to indulging their fantasies, it would just make more flock to him for such favours and the last thing he needed was a crowd following him from super villain attack to super villain attack. As the first screamers arrived Peter yelled, "Come on I'm not even wearing the costume."

"Uh dude." the dull looking barista stated, his pierced face glinting off the noon day sun, "It's not you there running from." he added jabbing his finger towards the science block, the windows smoking as dirty clouds of yellow smoke erupted from the top two floors. The building suddenly creaked and collapsed into a pile of smoking mortar as a figure flew off the collapsing structure before landing on the adjacent dormitory. "You can change in the bathroom." the barista announced.

"Ur Thanks." Peter replied, "I knew I should have kept my big mouth shut." he told himself.

"Can I have your autograph." the Barista yelled, "I'm a big fan." he added as the door slammed shut. Peter shuddered, as the words left the civilians lips, figuring it might be a little difficult to leave through the front he quickly stripped off his clothes revealing his red and blue costume underneath and attached the web-shooters to his arms before finally pulling the mask over his face, "A little redundant really" he thought, "everyone in the city knows Peter Parker and Spiderman are the same person." Climbing out the window Spiderman quickly stuck his backpack to the wall of the café and swung off towards the dormitories quickly covering the campus in seconds to land behind the villain. Turning the woman dressed in a lab coat slung over red ballistic armor, her eyes covered in a pair of goggles glared at him, her cropped blonde hair clashing with the slightly green tint of her skin. Looking him up and down she pumped the massive shotgun she was holding and fired, the weapon shooting out a massive glob of acid that sailed past him and struck the roof, the chemical chewing through the concrete.

"Okay that's enough play time." Spiderman told the woman, "Put away the junior chemistry set and we'll hang out, talk about your acid erosion problems maybe get some doughnuts before I hand you over to the authorities."

"Never you wall crawling creep," the woman hissed firing a second shot causing Spiderman to dodge the projectile causing it slam into an air conditioning unit that rapidly melted into a puddle of hissing smoke.

"So you don't like that idea, well how about this, you put down the shotgun, which you obviously ripped off the Trapster and we talk about what your doing." Spiderman suggested, "By the way the Trapster does know that you touching his stuff right?" he asked, "Because Paste Pot Patricia he's not going to be happy if you stole from him."

"My name is PH3, and like acid I'm going to burn you." PH3 hissed firing a pair of darts from up her sleeve. Spiderman twisted shooting the darts with his webs before firing a line at the shotgun. "You know that's some magic trick you have there." he announced before pulling on the line. "Yoink its mine now." he added cradling the shotgun before removing the ammo container and throwing it into a dustbin outside the building he was on. "Hope I don't get done for littering." he asked, "Now let's talk about this." he added gesturing to the former science building.

"Eat rubble freak." PH3 yelled removing a pair of test tubes from her belt and dropping them onto the building before throwing a massive disc into the air and leaping on as she headed away from the dorm block. Spiderman looked at where the tubes had landed and saw the same ominous yellow smoke billowing from the ends. Leaping off the edge he saw that most of the students had wisely decided to stay away as he landed on a lamp post. "I am so going to be blamed for this." he sighed.

"Help my kitten is still inside." a woman in a peasant blouse and long skirt yelled from the crowd. "Are you even allowed pets on campus?" Spiderman asked as he swung into the building, "I suppose what with the Lizard, Rhino, Vulture, Scorpion and well me making this a regular stop off campus security are not so worried about kittens." he added as he landed in the building, chunks of masonry collapsing around him as the thick yellow smoke billowed down the hall. Listening he heard the sound of hissing from two doors down and quickly broke through the first and second wall to find a tiny calico kitten angrily batting at the uncanny smog billowing under the door. Scruffing the cat, Spiderman swung out of the dorm building just in time, the structure collapsing moments later as he landed next to the woman and handed her the cat.

"You rescued her." she cooed as she rubbed the kitten's head, "Bad Spider." she teased tapping the now purring animals head.

"You called your cat Spider?" Spiderman asked, "Okay that's a little creepy." he announced as his spider-sense pinged, "Hold that thought." he said turning spraying a wide stream of webbing, the silk line intercepting a pair of black mini rockets before they detonated showering the area with acid. Looking up Spiderman saw PH3 standing on the anti-gravity disc, her lab coat discarded revealing her sickly green skin. "What is your deal?" Spiderman yelled up, "Most super-villains have a reason but your just attacking randomly, lashing out at innocent civilians."

"They know what they did." PH3 screeched, "I had a life before the accident. Would they believe me when I said I was the victim. Of course not, that's why they must all die just like my dreams."

"That doesn't really narrow it down too much." Spiderman replied spinning a line up to the disc. "But I'm really past caring at the moment, I don't know what was done to you but destroying the University isn't the answer." he added as he zipped up towards her. Putting a hand on the disc he saw PH3 glowering at him before her suit let loose a flash, the pulse of light blinding him as he let. Desperately reaching out with his other senses he found a ledge and guided his fall just grabbing on in time. Shaking his head Spiderman looked up and saw PH3 land her disc on a third building, this time the university's new gymnasium, the sign outside stating that the Empire State Sky Larks would by playing the Alabama Crimson Tide Woman's Volleyball team today and judging from the parked cars outside, the venue was packed. With spots still in-front of his eyes Spiderman webbed over to the gym as PH3 removed a second pair of test tubes before dropping them. With a quick shot Spiderman spun a web and caught the tubes before swinging them up into the air towards the water front.

"How dare you get between me and my revenge." PH3 hissed.

"Oh please revenge is over rated." Spiderman announced as PH3 pulled out a pair of pistols and fired, the projectiles going wide and impacting with the gym's roof. Spiderman leapt at PH3 and pushed her to the ground as she tried to turn, possibly to flee. "Okay your done." he told her as he spun a web to bind her arms behind her back.

"Not yet." PH3 replied as the corners of the gym hit by the projectiles lifted up tilting the building at 45 degree angle causing both super powered beings to slip downwards. PH3 scratched the acid capsule on her wrist launchers watching the spider silk slip away as she slid down the roof landing on the anti-grav disc and darting upwards above Spiderman as he clung to the roof desperately crawling upwards towards the anti-gravity generators implanted on the roof. Reaching the first Spiderman twisted the centre, he defiantly recognized the tech as being the same discs that the Wizard used, and watched as one side of the gym begun to halt moving upwards, waiting for the signal from the second to commence the landing process. With a flick of his wrist Spiderman travelled to the second disc only to see PH3 get their first and let loose another light pulse causing him to overshoot and knock her off the disc. Blindly fumbling across the roof Spiderman found the second switch and twisted the gym gently landing as his vision returned as PH3 got to her feet and walked over to one of the emergency exits and blasted the door open using a third anti-gravity generator. Dropping down Spiderman followed her inside, the rows of spectators looking down at this irregular pitch invasion as the volleyball players cowered away from PH3 and the large canister she was holding.

"Can I ask you a question?" Spiderman told the super-villainess, "You have the Trapster's toys, Light Master's Photon Suit and the Wizard's Anti Gravity Technology. Now are you simply a super villain tech collector or were you given these weapons for a reason."

"The Baron enjoyed my pitch, my idea for revenge so he gave me the equipment I needed for a reduced price." PH3 told him as she dropped the canister on the court, "Like this Seismic Charge, it's set to blow in twenty seconds and when it does everything inside this building will be obliterated." she cackled as she ran past him before dropping a trio of pellets that exploded into a thick glue covering the door. Spiderman looked at the canister, a digital display counting down in big blue numbers, he wouldn't be able to stop the blast but he could weaken it. Picking up the bomb he threw it at the glued exit and covered his head as a loud bang sounded and the adjoining wall collapsed, leaving the bare skeleton of the building still standing and unharmed. Spinning out of the gym Spiderman heard cheering, "Haven't heard that for a while." he thought, "Now to capture PH3 and find out which Baron she got the equipment from." Up ahead PH3 darted away from the ground on her retrieved anti-gravity disc and headed towards the administration office. "That's where the Dean is processing my application." Spiderman mused, "If he dies it won't look good for us getting back into school. Selfish as it is I need some sense of normality in my life especially now that Mary Jane is gone"

"Okay far enough." Spiderman yelled as he slammed into PH3 feet first knocking her across the roof top.

"It is, you've got in my way twice, you won't do it a third time." PH3 said firing a pair of darts at Spiderman that bounced off his shins and fell to the floor. "Really that's weak." her target told her, "Even Paste Pot Pete would have done a better job." PH3 smirked as he took a step forward before hammering her left gauntlet sending the detonation signal and causing the darts to explode into a thick shower of resin binding Spiderman in place. "It was said you were smart." PH3 announced, "Can't say I saw what all the hype was about today. Then again such things always disappoint. You wanted to know why I'm here, well I used to be a student here, I was completing a doctorate when I died, when Tara Selsin died and I took my true name PH3."

"Shocker." Spiderman stated as he tried to break the entombing, "Figures that you were part of a lab accident it would explain the green skin."

"Shut up you don't know what happened to me." PH3 screeched, "The day before I graduated I was called in by the Dean. Apparently one of those pretty cheerleaders had an accident when she was making out in my lab but instead of admitting that she said I had attacked her, burnt her face with acid. The Dean expelled me from the campus and as I was leaving her friends jumped me and locked me in a fume cupboard and turned the gas on. Unfortunately for them I survived and as we all know payback is a bitch."

"Why didn't you explain what happened to you?" Spiderman asked.

"No more questions." PH3 told him, "If I can't kill them while you were alive then you'll have to die." she announced picking up her anti-gravity disc, "You should have stayed away."

"Story of my life." Spiderman sighed, "I can't believe we are going to be taken out by a neophyte villain." he thought, "I'm sorry I failed you Mary Jane, just like I've failed everyone I ever cared for." PH3 threw the disc straight at his neck, the razor sharp disc flying towards him before shattering as a blast of energy struck it from above, shards of metal bouncing off the resin cocoon as PH3 looked up in horror to see Spiderman' rescuer before being struck by a Repulsor beam and collapsing onto the roof.

"Peter you seriously need to look after yourself better." Iron Man announced as he landed, "Here let me get that for you." he added placing one of his Repulsors against the resin and sending a harmonic pulse through the adhesive shattering it and freeing the web-slingers arms and feet.

"Thanks I thought that I was going to really loose my head for a moment." Spiderman announced, "Although people are going to start talking, I mean rescued by Songbird on Tuesday, you today. People are going to ask who's rescuing Spiderman tomorrow, the Hulk, Deadpool possibly even the Black Panther, it's bad for my rep."

"Still have a sense of humour then." Iron Man stated, "When I heard that you were alive again I decided to come and see you."

"Ah that's sweet." Spiderman said, "So I'm back and the world looked like hell, still can't decide if it's any better now that someone other then Osborne is in charge."

"It's not." Ironman told him, "We just swapped one super villain running the country's defence network for another."

"That's a bit hash." Spiderman replied, "Okay I'm not a fan of Melissa but from what I heard she fought against Osborne even died a couple of times for her cause although I never saw her arrive in the place I was."

"I'll give you that but she's running ops with several people of questionable morals. She's recruited the Taskmaster, Constrictor, Blizzard, Fixer, Diamondback as well as one of your rouges the Shocker to help her run the country." Ironman explained, "Tell me that doesn't worry you even a little bit."

"It worries me a lot, that's why I didn't join her Avengers when she helped me take out Sawfish." Spiderman announced, "And I know what you want from me and I'm going to refuse. I remember the last time you and I were on an Avenger's team together."

"It wasn't that bad." Tony stated.

"Oh no I seem to remember you trying to kill me and then sending the Jack O Lantern and Jester after me as I lay bleeding in the sewers." Spiderman stated, "I was worried I was going to catch some horrible disease for weeks after that."*

"Would it help if I apologized for that?" Iron Man asked.

"Not really, I'm not in the team spirit mood." Spiderman replied. "Be it yours or SHIELD's, I'm happy to work the streets keep people safe just like I did back when everything was more simple." he added sticking PH3 to the roof. "No hard feelings?" he asked holding out his hand in a gesture of friendship.

"No hard feelings." Tony replied taking the hand and shaking it. As he did Peter felt something bite him on the back of the neck and turned to see what was behind him but saw nobody. Tony cocked his head and asked, "Something the matter Peter?"

"Just a mosquito bite I guess." Peter replied, "I guess you don't have to worry about that in your armor."

"Not unless the mosquito is armed with a hydraulic tipped beak and armor shutting down saliva." Tony answered, "It was nice catching up with you but I am on a schedule and need to go."

"Me too." Spiderman stated swinging off the roof-top heading back towards the collapsed dormitory. Iron Man clenched his fists before scanning the area. "Did you place the holographic shroud Hank?" he asked.

"Yes Tony but something about this seems wrong." a voice replied.

"Then leave but you know as we do that the world now operates in absolutes, your either on my side or her's and I will not see him be led by her into a nightmare scenario where the public looses faith in him." Tony admitted, "I failed him once."

"Don't you believe that he can make his own choices?" Hank asked

"That's what I'm afraid of." Tony stated, "He's going to face the same challenge he was presented with and we all know how that worked out."

Spiderman landed back outside the dorm building, the crowds of students were beginning to disperse which made finding the woman with the kitten very easy. Walking over he tapped her on the shoulder and asked, "So about your kitten?" She turned and her jaw dropped before screaming and backing away from the wall crawler.

"Stay away you monster." she screamed as others in the crowd noticed that he had arrived. All of them had the same reaction and all of them were running as if their lives depended on it.

"Oh come on I just saved you." Spiderman stated before catching sight of the barista he had talked to earlier cowering behind a booth, "So about that autograph you wanted, who do I make it out too?" he asked.

"V…V…Venom." the man yelled pointing at Spiderman, the hero turning and scanning the are while thinking, "Great that's all I need creeping around behind me, the only guy my spider sense can't detect." As he kept on searching he saw more and more people running, "Venom where?" he asked.

"Don't worry we will deal with the monster." Tony's voice boomed as he landed outside the dorm building filled with a raven shaped blot of darkness that coalesced into four figures.

"Guy's where is Venom I can't see him." Spiderman asked as Tony charged his Repulsors. "Seriously Mac this isn't funny." he stated as Tony fired, the beams of energy striking him in the chest and knocking him into a lamp post. "What the?" he asked as he put his hand in-front of his face to protect himself from a follow up blast. He stared at his costume, no longer red and blue but Symbiote black realizing why Iron Man had fired at him. Something wasn't right, he couldn't feel the Symbiote's corrosive influence but he still looked as if he was wearing the black suit.

"Your making this too easy." Ironman said, his voice taking on a sinister element, "I'm going to make it so that you don't even get to the raft, not you or the man inside." he added as the Uni-Beam projector on his chest begun to charge up.


Next Issue - Spiderman - #03

Suddenly finding himself a fugitive Spiderman is pursued by Tony Stark and his team of Avengers. And as if his problems couldn't get any worse SHIELD unleashed a deadly assassin on his trail, one who's been ordered to shoot to kill.

*As seen in Civil War #5