At a restaurant, Jack and Mark sat at a large table. Mark had half of a cheeseburger and a few remaining fries on a plate, as well as a half-empty bowl of salad and a large cup of soda. Jack had a plate of food in front of him, consisting of his own burger, fries and large cup of diet soda. But none of Jack's food items had been touched. Instead, his attention is focused on one of the files on the table and the photos and news clippings inside.

"You know," Mark said, grabbing his burger, "you're food has been here for the past fifteen minutes."

Jack looks at the next page and looks at the next news report. Mark raises an eyebrow, a bit worried.

"Uh-oh," Mark said. "I've seen that look on your face before."

"Don't worry," Jack said, looking up at Mark. "I'm just catching up on the previous reports about your Spider-Man project."

"Correction," Mark said, swallowing his bite of cheeseburger. "It's YOUR Spider-Man. I'm just the source that gave you the information on your next story."

Jack looked back at the clippings and grimaced.

"I admit," Jack said. "This Spider-Man is more interesting than I had once thought. But even so, he's certainly not as interesting as John Doe."

"Oh, God, Jack," Mark said, shaking his head. "We went a whole half-hour without talking about that Hulk of yours. Do we have to start now?"

"Sorry," Jack said. "I'm just getting used to this guy. It's been a while since I had a new story to focus on."

"All right, point taken," Mark said.

Jack smirked. "How about another burger as a peace offering? It's on me."

Mark returns the smile. "Now you're talking. But why don't you start with eating yours first?"

Jack looked down at his plate of food and looks a bit surprised by the sight of it. It was as if he'd forgotten what he'd just ordered. Mark sits back smugly in his chair.

"Admit it," Mark said. "You're more taken with this Spider-Man guy than you want to admit. Name one thing he can do your John Doe can't."

"He can't undergo a physical metamorphosis into a green-skinned creature," Jack said, setting down his papers. "He can't crash through the side of a building with his fists. He can't demolish a steel chamber or break through glass windows six inches thick. He can't..."

"Jeez, I said ONE thing, Jack," Mark groaned.

Jack smiled. He grabs his hamburger and takes a bite out of it. Jack then swallows his bite of food and turns his head to see a brunette waitress walk to their table.

"Would you like any thing else?" the waitress asked.

"Actually, yes," Jack said, "Another round of drinks and another double cheeseburger for my friend, if you please."

"Right away," the waitress nodded.

As the waitress walks off, Jack turns his head back to Mark. Jack takes another bite out of his hamburger, swallows his bite of food, and then he sets it down on his plate. Jack glances at Mark as he picks up a page from the file.

"There," Jack said, looking at the page. "Now you can't say I didn't eat this time."

"Fine," Mark said. "But if you look down and find your fries missing, you have only your negligence to blame."

Jack didn't answer. He keeps his eyes on the clippings, looking at the last known report about Spider-Man. Mark grabs a handful of fries from Jack's plate and looks at his oblivious friend. Smirking, Mark eats the handful of fries. Behind the piece of paper, he doesn't see Jack smile and shake his head, well aware of his friend's actions. But it didn't matter. Right now, his attention was turned to Spider-Man 101.

For now, anyway.


In his apartment, Peter Parker was seated at his desk. He hadn't been able to see Dr. Sterns like he'd planned, but Peter wasn't worried. at the moment, he was loading a new roll of film into his camera to get ready for his assignment. Peter turned around as he heard his telephone ring. Peter walked to his bedside table, picked up the phone after the second ring, and held it to his ear.

"Hello?" Peter answered.

"Hello, Peter," his Aunt May said on the other end. "Are you on your way over?"

"Dinner plans with Aunt May!" Peter thought. "I almost forgot!"

"Yes, Aunt May," Peter said. "I was just on my way out."

"Oh, good," Aunt May said. "I do hope you don't mind it being the three of us tonight for dinner."

"Three?" Peter asked, puzzled.

"Oh, yes, dear," Aunt May said. "I'm afraid that Anna's niece won't be attending dinner after all. Anna was supposed to arrive at the airport to pick Mary Jane up, but the flight was delayed due to some kind of engine problem with the plane. She won't be in New York for at least another day or two."

"Oh, really?" Peter asked. "That's too bad. Well, I'll be there for dinner as soon as I can, Aunt May."

"All right, Peter," Aunt May said on the phone. "Goodbye, dear."

"Goodbye," Peter said.

He hung up the phone and couldn't help but smile. Well, his blind date problem had been solved. For today, at least. Peter looked at his clock and saw it was 5:50. He then turned around and glanced over at his closet. The hidden door in his closet had his Spider-Man costume and equipment stored inside of it. Peter had already started to make some modifications to his costume and to his web-shooters. Nothing too drastic. He was just making a few improvements here and there, changing things a little bit for the better. But for now, Peter simply shut the closet door and walked to the door to head out to his Aunt's home.


In a large business building downtown, within his office was Mr. White. He is seated behind his desk, wearing a business suit and blue neck tie. He had his new assistant, Louis, standing at his side. Louis was half a foot taller than White, bald and his lean muscled physique hidden under his suit and coat. White had his telephone held to his ear, talking to his other henchman Boris on the other end.

"What about the extra guards?" Mr. White asked.

"They're on their way over, Boss," Boris said on the phone. "We've got twenty guards already stationed at your new warehouse."

"Double it," White ordered calmly. "I want as much men for this assignment as possible."

"Yes, sir," Boris said on the other end. "When do we go back to New York, sir?"

"Once my new agent arrives," White said. He glanced down and looked at a Daily Bugle newspaper, where a photo of Spider-Man was displayed on the front page. Mr. White glared down at the photo of the man who had ruined his plans of gaining a billion dollar ransom and had forced him into hiding. "I want to make sure that we don't make the same mistakes for this next mission."

"Yes, sir," Boris said. "I'll be in touch."

"I'll call you back tomorrow night," Mr. White said. He hung up the phone and he looked at Louis. "Has our new friend entered the building yet, Louis?"

"Yes, sir," Louis said. He stepped away from Mr. White, walked around his desk and stood in front of him. "He arrived in the building ten minutes ago."

"Well, why didn't you send him in?" Mr. White snapped, irritated. "I didn't want to keep the spy waiting!"

"He doesn't mind waiting, sir," Louis said, turning around and his back facing Mr. White. Louis grabbed his face with his hands, moving them around. He was doing something to his face, pulling on it or something, but Mr. White wasn't sure exactly what. "After all, you were on the phone. Perhaps he didn't want to interrupt your call."

"Louis, what are you doing?" Mr. White asked, puzzled. Now Louis was taking something out of his eyes, one at a time. Contact lenses, maybe?

"Business is business, after all," Louis said, still moving his hands and pulling something off his face. From the front, from the sides, from every direction of his head. Mr. White just stared at Louis, puzzled as to what he was doing. "And I know exactly what kind of business you're dealing with."

"I asked you a question," Mr. White said firmly. "What are you doing, Louis?"

"Why do you keep calling me 'Louis?'" was the man's answer, but the voice was not Louis's. His voice now had a distinct Russian accent.

Louis pulled at his hair, and to White's surprise, it was pulled right off. It was a wig, covering the bald head of a man with a white mask that covered his entire head and face. "Louis" turned around to reveal his true self, the mask-covered face of the Chameleon. The Chameleon smiled.

"Am I not everything you expected me to be?" the Chameleon grinned, speaking in his thick Russian voice. "I had met your friend Louis an hour ago."

"Then tell me," White asked, "just where is my real assistant now?"

The Chameleon turned and walked to the closet door of the office. He opened the door and revealed that the real Louis was lying asleep on the floor, breathing lightly.

"Is he dead?" White asked, annoyed at the sight of his unconscious henchman.

"No," Chameleon said, "I merely gave him a tranquilizer dart to the back of his neck. He should regain consciousness within the hour."

"Well, you certainly are as good as your reputation says you are," Mr. White said. "You should do perfectly for the job."

"What do you want me to do?" Chameleon asked, standing up straight and his hands behind his back, ready for whatever was asked.

Mr. White smiled at the Chameleon. He glanced down at the newspaper's front page, eyeing the photo of Spider-Man.

"I have a problem I need to take care of," Mr. White said, glancing back up at the Chameleon. "A problem you maybe able to help me with."


At her home, May stands in her kitchen, setting down plates next to the various bowls and plates of freshly prepared food. The elderly, gray-haired Anna Watson stands at the other side of the table, setting down a full pitcher of cold milk.

"Thank you for inviting me over, May," Anna said.

"It's no problem," May said, setting down the last plate. "I can't wait until Mary Jane gets here. I'm anxious for her to finally meet Peter."

"So am I," Anna said. "It's just a shame that her flight was delayed."

"Don't worry," May said. "You two are welcome here in my home any time you want."

May and Anna turn around as they hear the doorbell ring. May smiles as she walks out of the kitchen and to the front door. She opens the door and finds Peter standing outside, smiling.

"Peter," May said. "Come on in, dear."

Peter steps inside and May shuts the door behind him. She walks with Peter over to the kitchen, where Anna is filling a glass with milk.

"Hello, Peter," Anna said, smiling. "Welcome back."

"Thanks, Miss Watson," Peter said, moving his aunt's chair out for her. "It's nice to see you again."

"Thank you, dear," May said, sitting.

"How was your flight?" Anna asked, taking her seat.

"It was fine, thanks," Peter said.

He walked to his own chair and was about to sit when the phone rang. May smiles at Peter and rises up from her seat.

"I'll get it," May said.

She walked out of the dining room and to the kitchen. May picked up the phone and held it to her ear.

"Hello?" May asked. She listened for a few moments and nodded. "Yes, he's here. Just a moment."

May puts her hand on the speaker end of the phone and looks at Peter.

"Who is it?" Peter asked.

"It's Mr. Jameson, dear," May said. "He wants to speak to you."

Peter walks over and takes the phone from his Aunt. He holds the phone to his ear.

"Hello, Mr. Jameson," Peter answered. "What is it?"

"There's been a break-in over at stage nine of Wonder Studios," Jameson said. "I want you to get down there as soon as you can and check it out."

"All right, then," Peter said. "I'm on my way, sir."

Peter turns around and he looks at his Aunt May. He forces a smile.

"I'm sorry, Aunt May, but I can't stay," Peter said. "I've got to go cover a story for Mr. Jameson."

"Don't you at least want me to pack you a sandwich on the way?" Aunt May asked.

Peter smirked. "Don't worry about me, Aunt May. I'll swing on over to get dinner along the way. It was nice to see you again, Miss Watson."

Peter exits the dining room, rushes into the hall, unlocks the front door and opens it. He shuts it behind him. Aunt May frowns.

"Oh, poor Peter," Aunt May said, walking to her table. "Always rushing about."


Within the room, several police officers were already in attendance. Some were questioning witnesses, others were checking the area for clues. Standing at the side of the room was a mid-40s, bearded African-American man - Edward Davison. He was holding an ice-pack on the side of his head and was speaking to a mid-40s, portly policeman - Officer Compton Jenkins.

"Did you see anything at all?" Officer Jenkins asked.

"No, I didn't," Davison said. "I told you, I was hit on the back of the head. By the time I woke up, the entire area had been cleared out."

"And you're certain the doors were locked?" Officer Jenkins asked.

"Of course," Davison said. "I told you, that security system to the vault was thumb-print accessible only. There's no way that anyone who didn't work here could have gone through."

"So then you're thinking it's an inside job?" Officer Jenkins asked, looking skeptical.

"Look, I've told you everything I know," Davison said, irritated. "I've got a splitting headache, two employees have gone missing..."

"Missing? Who's gone missing?"

Davison turns around to see that it was Peter Parker, camera held firmly in his hands, who asked the question.

"How did you get in here?" Davison asked.

"It's all right, sir," Peter said. "I'm a photographer for the Daily Bugle. You said that two of your employees had gone missing."

"Yeah," Davison said. "Donny Burke and Jennifer Simmons. They were two of the make-up assistants here. They were still in here working after their boss, Mr. Beck, left the studio a half-hour early."

"When was the last time that you saw them?" Peter asked. "Maybe there was something that..."

Before he could finish, Peter suddenly froze for a few moments. He could feel a sharp tingling in the back of his skull and something seemed to flash around him in a red and blue negative version of itself, like the room was caught in a strobe light. The same effect happened in Peter's pupils, but it was invisible to everyone around him.

"Hey!"

Peter suddenly turned around to see a familiar police officer was angrily storming towards him. It was Captain Barbera. Peter tried not to smirk. After all, he hadn't seen him since he had saved Maria Calderone from her captor Lisa Alvarez, and he certainly didn't know he had come back to town since transferring to another precinct.

"No press allowed!" Captain Barbera snapped. "Who let the shutterbug in?"

"Captain Barbera?" Peter asked, a bit surprised. "I didn't expect to see you again. I thought you moved to another police department."

"I've just been away for a while, kid," Barbera said, sneering. "Would you mind telling me what you're doing here?"

"I just came by to get some photos for Mr. Jameson," Peter said. "You know, the Bugle's been a loyal supporter here for the past several..."

"I don't need a history lesson from some pimple-faced pip-squeak," Barbera said, snatching Peter's camera. He pushes Peter's shoulder, making him move back a few steps, and he looks down at the camera. "And we're not ready for any photos until an official press conference has been called!"

Barbera opened the back of the camera and promptly, quickly pulled out the film. Peter frowned at his ruined film. To his surprise, Barbera dropped the camera and stepped on it a few times to make sure it was broken. Barbera had taken his camera from him before, but he'd never attempted to break it.

"That was a little much, don't you think, Captain?" Peter asked, surprised.

"Aw," Barbera said, with a mocked frown. "Do you need to save up your allowance all over again to get a new camera?"

Peter lowers his head and shuts his eyes. His spider-sense ws still tingling in the back of his head. All around him, the room again flashed in red and blue like it was in a strobe light, but Peter didn't notice. This time, his spider-sense was different. The tingling in his head was stronger, closer...

"Excuse me."

Peter felt a hand grab his arm and he turned to see the hand belonged to a thin mid-40s officer, McKinney, that was standing behind him.

"Get him out of here," Barbera said, eyeing Peter firmly.

"Yes, Captain," McKenna nodded.

Officer McKenna gently tugged Peter by the arm and he walked with him to the door. Peter rubbed the back of his head and tried not to wince.

"You okay?" McKenna asked. "You look a little pale."

"Just a headache," Peter said, reaching the door. Peter walked out of the room and he went out into the hall. McKenna shut the door behind him.

All of a sudden, the tingling of his spider-sense had quickly faded. With each step he took, the more it went away. Peter turned around and looked at the door. It was strange. What had set off his spider-sense? Was there something wrong in there? Or maybe there was someone in there that wasn't supposed to be?

"Besides me?" Peter thought.

Peter knew there was more to this scene than what met the eye. He could feel it, literally. But as he walked off, Peter smiled to himself. During a previous run-in with Captain Barbera, the night that Dr. Moon's clone had caused the Tovald Committee board members' elevator to crash, he had his camera's film exposed and lost his photos.

But tonight was different.