Peter yawned and turned to face his clock. The time lit up and he groaned. 4:56 AM. Peter had been up all night; he had been sitting on his bed with his bedroom door open staring down the hallway at his Aunt May's bedroom. He knew some cheap alarms would not be enough to stop Harry, should he decide to attack. He had to be ready for anything; Peter was becoming more suspicious, stressed, restless and paranoid by the minute.

Peter could not lose the only family he had left, the last person in the world that truly cared for him.

He knew Harry was planning something. That was why he couldn't let his guard down. He had to stay alert and protect aunt May.

Peter briefly thought about becoming Spiderman again and looking for Harry, but he knew that was what Harry wanted, but he wasn't going to do anything that Harry wanted. And besides, when he was out being Spiderman there wouldn't be anyone here to protect Aunt May.

Peter was not going to play right into Harry's hands. He had to stay and protect the only family he had left.


At 5:00 AM, the Avengers were still investigating the disappearance of Spiderman. They were busy analysing the blood sample and examining hair samples found on the mask

"I don't want to make bad news terrible Cap, but Harry Osborn?" Natasha said, walking into the room with a report.

"What?" Steve asked, walking up to see the report. "Harry Osborn escaped from Ravenscroft prison yesterday afternoon. Great, there goes that plan," Steve said, sounding frustrated. Just then Clint burst into the room.

"What's up with you, Katniss?" Tony yawned, not taking his attention off of the mask in his hands.

"It took some time, but I've got something," Clint smiled as he held up a DVD in a plastic case.

"Let me guess. You have the new Hunger Games movie on DVD," Tony smirked, looking up at Clint. "Well, we're all kind of busy at the moment but I'll watch it later with you."

"Stark!" Steve warned as he turned his attention to Clint. "Is it the footage I asked for?"

"It is indeed, Cap," Clint smiled. "You're going to want to see this." Clint walked forward and placed the disk into a computer before projecting it as a hologram in the middle of the room. All the Avengers in the room quickly gathered around and Bruce made his way to the computer to see if he could get a better sound.

The Avenger all watched as Spiderman successfully dodged each of Electro shots as he swung round the power grid.

They watched as Spiderman was pinned to the ground, being electrocuted and strangled by Electro. Spiderman gave Electro a powerful kick in the chest, causing him to let go and shoot into the air. Spiderman used his webs, which Electro tried to electrify, but failed as Spiderman swung him over and smashed him into the ground.

Spiderman was hit with a wave of electricity and was thrown backward into the unforgiving ground.

"This kid can really take a hit," Tony said, impressed, as he watched Spiderman slowly get to his feet only to be hit again and again by Electro, who was moving too fast within the grid specs for Spiderman to stop.

The Avengers watched closely as Spiderman was smashed into the power grid towers and caught within Electro's electric blasts.

"I've enhanced the sound," Bruce said, as he finished tampering with the video.

"Spiderman, bet you never saw this coming," Electro said, but was quickly hit by a police car.

"I bet he didn't see that coming," Tony chuckled.

The Avengers looked confused as they saw a blonde girl step out of the car and march over to Spiderman, calling him a caveman.

Spiderman quickly recovered and put the girl behind him for safety as he moved her back to the car, arguing with her.

"You can't be here right now! I'm not messing around, you can't be here right now!" Spiderman said grabbing her by the shoulders and trying to reason with her.

The girl quickly convinced Spiderman to let her help him; Spiderman still seemed hesitant to let her help but still explained the plan to overcharge him and make him explode.

"Ingenious plan," Bruce noted as he watched and listened.

"When I say, you turn that power on! You turn it on!" Spiderman said. "No matter what!" The Avengers watched the video feed knowing that Spiderman's plan could get him killed but he was still going through with it to save New York.

"Peter," The girl said quietly, almost too quietly, for the Avengers to hear.

"No matter what!" Spiderman continued, ignoring her concern for him.

"Wow, pause! Wind that back and enhance the volume!" Stark said as he sat up from his chair. "Did you hear that?" He said, as the volume was upped. The other Avengers nodded, hearing the video clearly saying Spiderman's name.

The Avengers continued to replay what they just heard.

"Well, it looks like we have Spidey's first name," Tony smirked.

The Avengers watched on, to see if there were clues on what happened to Spidey, or Peter as they now were sure his name was. They watched as Spiderman successfully defeated Electro and reset the system as he lay motionless on the ground for several minutes. Just as it seemed he wouldn't get up his body jerked and he slowly picked himself off of the ground and went to meet the girl who had helped him before.

"Well, we still don't know what happened to him," Clint said and moved to turn the video off when Spiderman began speaking.

"Maybe we can still make your flight!" Spiderman shouted to the girl. There was a distant chuckle that put Spiderman on edge. "Gwen, stay there," he said cautiously.

The Avengers were once again glued to the conversations. Harry, or rather the Green Goblin, flew into the scene. Spiderman and Harry were speaking; Spiderman was trying to calm Harry down as he became more infuriated.

"You were my friend and you betrayed me!" Harry screamed.

"We've got a lead!" Steve said. "We should start researching Harry Osborn's friends, find anyone named Peter!"

The Avengers continued to watch closely as the video continued playing.

"You don't give people hope, you take it away! I'm going to take away yours," Harry said maliciously, quickly flying over and grabbing the girl the Avengers now knew as Gwen.

"No…Gwen, run!" Spiderman chased after them as they flew out of the cameras focus.

"That must have been when they fought in the clock tower," Bruce put forward as the scene ended.

"First, we know Spiderman and Harry know each other personally," Steve said. "But we should also look into that girl, they clearly know each other."

"Finally, we're getting somewhere," Tony said, standing up and stretching.

"Harry said he was taking away his hope and then he took the girl – Gwen," Black widow mused "They're clearly friends, family, maybe even significant others." The avengers slightly nodded as they all left to research the new leads on the hunt for Spiderman.


"I demand to see him!" Harry shouted and his voice echoed in the large room he and Fisk were in.

"Not possible. There is a time and a place for everything," Fisk said, not looking up from what he was reading.

"I'm in charge here. I fund everything and I want to see him," Harry said, becoming more and more enraged.

"Harry, soon enough, you'll be introduced, but for now, why don't you focus on leading your small army," Fisk suggested, still not looking at Harry.

"Do not tell me what to do!"

"It was merely a suggestion," Fisk replied calmly. "Do you not think you should organise your troops? How are you going to beat Spiderman if you don't know what you're doing?"

"I'm not just going to beat him," Harry said, glaring. "I'm going to destroy him and everything he cares about!"

"Well then, it's best to be prepared," Fisk said, standing and handing what he was reading to Harry before walking out.

"Experimental reactor test?" Harry read through the document, realizing that it was Oscorp's work. Harry quickly made his way out to find the men that would soon become his teammates and allies "Glad to find you all together," Harry said, walking into some sort of break room.

"What d'ya need?" Herman said as he put down his pool stick.

"It's time to suit up and get to work," Harry replied as he led them to where the super machinery suits where. The group asked no more questions as they followed Harry.

"So these are our uniforms?" Adrian asked rising an eyebrow.

"Yes. Like I mentioned before each of these suits are unique and have the power to destroy Spiderman, but all together, he won't have a slight chance of beating us," Harry smiled. "Suit up, gentlemen."

Each of the men approached their chosen suit, while Flint approached Harry.

"Hey now, there are only four suits. What do I got?" Flint asked feeling a little annoyed.

"I've got something bigger planned for you," Harry said as he moved Flint away from the others and into another room by the shoulders. "I've had my eye on you, Marko," Harry lied.

"You've had an eye on me for what?" Flint asked sceptically.

"For a simple task that will give you an armour… a power no one else has, not even Spiderman!" Harry smiled.

"Oh yeah? And what is this task?" Flint smiled, feeling very important that he was selected for it.

"I'll show you." Harry led the way, strapping Flint's arms down and keeping them in place.

In front of Marko, there was a one way mirror and machines on either side on him. Harry called in some scientists who began to tape wires to Flint Marko's head and underneath his shirt.

"This experiment is simple, painless and-" the scientist began, but was cut off by Harry.

"And totally worth it," he smiled, leaning against the door frame that lead into the room behind the mirror.

"What kind of experiment is this? I don't want to be somebody's lab rat!" Marko struggled against the restraints.

"Relax, you heard the doctor, it's completely painless, and the only way you'll be able to take down the Spider-freak," Harry said. "You will be infused with millions of tiny particulars which will in turn give you subdermal silicon armour. You'll be impervious. Meaning, no one can hurt you, not even Spiderman."

"Well, let's get this show on the road then," Flint said, sounding happier about this experiment.

"My thoughts exactly." Harry smiled going into the room with the Hydra Scientists.

"Are you sure you want us to do this Mr. Osborn? Strucker and Fisk said we would carry out the experiment later in the week," one of the Hydra employees said.

"I'm in charge here!" Harry turned to him "Do it!"

The scientist wasted no more time as he began the experiment. In the room with Flint, there was a faint humming sound coming from the machines on either side of him, signalling that the experiment was starting.

A small tornado of dust and sand was forming at Marko's feet and rising as the noises from the machines became louder the tornado turned faster. The tornado began to travel up his body and where his feet should have been they had turned to sand and were sucked into the rising tornado. The restraints around his wrist began shaking and when his arms became sand the shackles broke and fell to pieces, as the rest of his body disappeared, the tornado died down and a pile of sand was left were Flint Marko used to lay.

Everyone on the other side of the mirror was silent until Harry spoke.

"Well, let's clean up and find a new test subject," Harry said, disappointed but uncaring.

"But… I was under the impression these men were specially selected," one man spoke before Mr. Osborn left.

"Selected for their hate for Spiderman," Harry said, turning to face the man. "There are plenty like him that will do the same thing to get back at him. Now sweep up and get this thing working before I find the next goon, stupid enough to go through with this," Harry said as he began to make his way out the door when he heard something move within the sand.

He turned only to see a man being formed with the sand. Harry smiled as he saw this.

"This is what I need," Harry said, as he patted him on the back, wiping the sand away on his jacket. "You see, with this power, Spiderman won't stand a chance." Harry laughed suddenly changing his mood.

"When do we attack?" Harry heard the voices of his teammates behind him and saw each of them suited up.

"Right now, as a friend of mine once said, 'let's go catch a spider!'" Harry smiled, as he left waiting for the others to follow him.