Two Months Later-

Max Reed stood beside the alley wall across the street from The Seven-Eleven. He was dressed in all black leather Jacket, black shirt and matching boots. He took the last drag of his cig and tossed it aside. He'd been standing there for at least an hour, waiting. Then he saw them.

A young couple stepped out. Max let out a chuckle. The guy was tall and lean. Easy to take down. He thought with a grin. The girl was blonde with a slim form. The couple crossed the nearly empty parking lot. He reached in his pocket and pulled out a black mask. "Go time." He muttered pulling it down over his head.

Max rushed out of the alley. He slammed into the lean guy knocking him down. "Don't be a hero." He snarled and drew a switch blade out. The guy nodded. Max chuckled. "Now tell your girl to throw me the purse." He ordered. The guy did nothing. "I said NOW!" He grabbed the guy up and slammed him into the car. "Okay, you don't wanna play fair." He growled brining the knife up the guys eye. "Say good bye to your face."

"That's not nice."

Max turned at the sound of the voice. A red and blue clad figure hung upside down on some thin line he could barely see. He could make out the spider web design that covered the man from head to toe. A pair of white eye leans stared back at him. "Besides her purse isn't your color." He called. The costumed man shout something from his wrist. A thin line caught Max by the chest, yanking him toward him. "I'd say black and blue." He heard the masked man say before a red gloved fist struck him and everything went black.

John Miller stood frozen in fear. He knew he'd taken the wrong way home by cutting though Parwood. The neighborhood was run by the Scorpions. Three of the gang members stood in front of them. "What set you from dawg?" One of them, A Latino growled. Miller said nothing. "This fool is playing us man." Another one snapped. The Latino smiled. "Fun time." He sneered raising his fist to hit Miller. Suddenly the thug was jerked backward. He went flying into several garbage cans. "Did I come at a bad time?" A voice called. A man dressed in red and blue dropped from the street light above them. He landed feet first on top of one of the two thugs. The thug let out a groan and didn't get back up. Behind the masked man, the last thug drew his gun. "Behind you!" Miller shouted, but the mask man seem to sense it somehow. He somersaulted off the fallen thug, twisting in mid air he slammed a foot into the gun mans chest. He went flying into his partner in the trash cans.

"Kids, today no respect." The mask man said shaking his head. He looked at Miller. "You okay sir?" He asked. Miller nodded weakly. "W-who are you?" He stammered. Miller could tell the mask man was smiling. "Spider-Man." He said, then shot a line of whatever it was out of his wrist and swung off into the night.

Mark Clemons held on to the passenger seat. The squad car whipped around the corner of Bellflower and South street. He glanced at Mat Bluestone at the wheel. "Where'd you learn to drive, Mad Max?" He asked. They were the lead car in the high speed chase. In front of them a black SUV sped forward. It weaved in and out of traffic. "Not at all sir." Bluestone said with a smirk. Clemons frowned at him. They cut across the intersection and speed down the street.

"This is going to be a long night." Clemons muttered to himself.

Spider-Man made a wide swing on to a rooftop. He stood there for a moment. I'm getting the hang of this stuff. He thought. Dad would be proud. He gazed down at the city below. A black SUV sped down the street behind it several police cars followed. "That's not good." He muttered. Spider-Man leaped from the roof, shooting a web line to a near by building he began to follow the pursuit.

"All units, Give this guy room." Clemons shouted into his radio. "We don't want him to hurt the hostage." He looked back at the SUV. He noticed a figure in Red and Blue swinging on to the roof of the SUV. "Did you see that?" Clemons asked Bluestone. "I was about to ask you sir." Bluestone responded.

Spider-Man landed lightly on the roof of the SUV. He waited for his spider-sense to tell him of danger. It buzzed as if someone was brushing a feather along his ear. He crawled across the roof of the Van. "Back off Cops!" He heard someone shout. He peeked over the side to see a man with a scar that ran down the side of his face.

"Stay back or I'll do her!" He shouted out the window. Don't think so. Spider-Man thought. He peered over into the driver's face. "Okay, you out." He called yanking the driver out of the seat. He tossed him on to the side wall. He glance back to see the gun man get up. He swung himself into the driver seat. Beside him a woman sat, her face was covered in bruises. She gasped at him. "Relax, I'm the good guy." Spider-Man called. He brought the SUV to the side of the road. "Excuse me I got a nut ball to catch." He said disappearing out the window.

The thug had a good head start on him, but Spider-Man had caught up to him quick. He landed on a roof top of a house as the gunman raced past. He lunched himself into the air. He swung down low right at the gunman. "Going my way" He called passing over him. The gunman fried wildly at Spider-man, who bounced from one street light to the next. "Missed me Sparky." He called.

The gunman went to fire again, but Spider-Man was gone. "What the hell?" He whimpered. He didn't notice Spider-Man had doubled back and was hanging upside down behind him. "Psst, Hey you." He called. The gunman turned only to see a red boot coming at him. It clipped him in the chin knocking him down. "Please don't get up." Spider-Man called landing on the side walk. The thug growled and leaped at him. He swung his fist at Spider-Man, who slapped it away. "Missed me." He said. "And you're trying so hard." He somersaulted and kicked the thug in the chin. He fell to the ground. Spider-Man landed on the hood of a car, he flipped both wrist firing webbing at the gunman. A second later the gunman was wrapped up in webbing. Spider-Man then hung him from a street light. "You look so cute." He called.

"Freeze!" A voice shouted from behind him. Spider-Man turned to see Officer Janet Jenkins stepping from her car gun drawn. "Don't move." She snapped. Spider-Man winced inward. "Hold on top cop." He said pointing a finger at her. "I caught the guy, You should be nicer to me." He sprung up in to the air and shot a web line to a street light. "Later." He called swinging down the street.

* * *

"Jamal!"

Jamal sat up sharply at the sound of his name. Sara Jameson sat across from him with a frown on her face. "Hu?" He said puzzled. It took him a minute to remember they were in study hall. "What is with you lately?" She snapped. "You've been dozing in off alot lately.

Jamal almost smiled at Sara. He hadn't told anyone he was Spider-Man not even one of his best friends. He yawned stiffly. "Nothings wrong, Just long nights." He said back. Sara frowned at him. "You don't have a job." She snapped. That's what you think. Jamal thought. "Its nothing." He said back. Sara sighed. "Look I know your dealing with your dad and stuff, but if something's wrong I wanna try to help you." She said. Jamal smiled and took her hand in his. "Don't worry your self Sara, I'm good." He said flashing her his famous Jenkins grin.

"You sure?"

He looked at her for a moment. I should just tell her and Phil what I do. He thought. Oh yeah, that'll come off well, Hey guys I'm Spider-Man! "Really Sara, I'm fine." He assured her. Sara leaned back in her chair. "Fine, I'll wait for you..." She trailed off. Her eyes widen with shock. "What?" He said following her gaze along with the rest of the students.

Jacob Xanatos strolled into the classroom. He wore all black. His face was pale, his neat hair was tasseled and his eyes were puffy. "Whoa, night of the living dead." Phil Urich said softly from behind Sara. Jamal watched as Jacob stalked over to an empty seat and sat down. I can't believe his dad made him come back to school after what happen to his mom. Jamal thought. Still, I can relate.

After his father's murder, Jamal had spent several weeks out of school dealing with the loss and the pain which made him decide to become Spider-Man. Jamal shook his head.

"Poor Jacob." Rebekah's soft voice floated into the air. Jamal looked up to see her standing beside him. He didn't even notice her standing there. "Yeah, I know how he feels." Jamal said. "Me too." She added. They looked at each other for a moment. She smiled, her green eyes twinkled brightly. He smiled back.

Then the tingling struck the back of his head as if someone hit him. Danger here?, You gotta be kidding. He thought. Then the building shook. An explosion ripped though the roof of the class room. Jamal looked up to see a figure with batwings hovering in the air.

"What the hell is that?" Jamal heard Phil gasped. Jamal stared at it. Its glowing red eyes stare down at the classroom and locked on to Jacob. "Trouble." He said softly.