Note: While this story is based on Spiderman/Marvel Universe, it largely features a number of original characters with references to existing ones. This is a mature story, intended for mature audiences, expect violence, swearing and some sexual content. Some descriptions may be graphical and while I try my best to avoid 'smut,' don't be surprised if some manages to creep in.


Zoe remained fixated on the dark horizon. With a firm drink in one hand she took a deep swig of the amber nectar. A dressing gown draped over her nightwear. Ellis gazed on as Zoe stood in front of the grand windows, stretching from floorboards to ceiling. She was as calm as ever, almost oblivious to the prior events. Stone cold, there was nothing like it. Zoe just kept taking deeper and deeper swigs of whiskey until her throat boiled.

Ellis could not bear it anymore; he stepped over to his wife and held her firmly from behind.

"You've been standing here for the last hour," Ellis said calmly, "won't you please come to bed?" He kissed her gently on the cheek to encourage her. Zoe did not flinch. Ellis approached her from the front, blocking her view.

"I can't sleep…not now." Zoe shook her head and reached for the bottle of whiskey. Ellis stopped her and held her forearm tightly.

"Enough," he said sternly, "enough already." Zoe looked straight into Ellis' eyes. A masked remorse was clear for her to see. But Zoe ignored it. Forcefully, she removed Ellis' arm and shoved it back into him.

"Just keep off me you slime." Zoe was unforgiving of Ellis' late excursion over a week ago and had done so a couple more times since. In her drunken stupor, she was incensed. Her mind was more focused on the creature that attempted to destroy her research. However, Zoe knew all too well who it was.

Veronica was walking a fine line, teetering on the edge of oblivion. Zoe denied any connection between her and the beast. If the city knew of her indirect relation with the beast, her reputation would be in tatters. Not to mention, jeopardise all of her secret projects. If anything, witnessing Veronica in such a powerful state inspired her.

"I'm not your enemy here Zoe, I'm trying to help you," Ellis responded, reaching out to her. Zoe, this time, did not turn him away.

"I know, I just can't stop thinking about tonight. You realise the board's going to ask questions."

"They're on our side, Zoe. I'll handle them."

"I'm not worried about them," Zoe continued.

"Then what is it?" Zoe paused for a long time. The silence was enough for Ellis to understand. He knew the answer, even before asking such an easy question. "It's that Lizard right?" The look Zoe shot sealed it.

"It's nothing," Zoe argued. Ellis watched on as Zoe poured yet another drink and took strong sips. With her free hand, Zoe removed a katana from her prized weapons display. Weapons from many era's but mostly a noteworthy collection of samurai gear. Zoe swung it around, perfectly balanced in her off-hand whilst downing litre after litre of whiskey. Her constitution could only take so much.

"Stop this!" Ellis said approaching Zoe. Swiftly, Zoe pointed the katana towards Ellis. Cold steel was mere millimetres from his face. "Enough of this nonsense, you need a good night's sleep."

"No," Zoe answered immediately, taking another swig. "I will not allow that bitch to jeopardise my company and my reputation." Zoe took steady steps towards the door.

"Enough!" Ellis yelled, he dodged the blade and gripped the hilt firmly. Zoe tried to retaliate, but her vulnerable state made her weak. Ellis clutched Zoe's wrist tightly, the pressure made her release the blade and Ellis was able to discard it on the floor. The katana clanged against the wooden floor as Ellis wrestled with a disorientated Zoe; he tried relieving her of the whiskey glass.

"You need a good night's rest," Ellis groaned, "drinking and ranting will not do you any good!"

Zoe repeatedly tried to retaliate, but her overexertion was useless. No matter how loudly she grunted, no matter how much she tried, Ellis was in control of her. His hands were firmly gripping Zoe's wrists. Eventually, Ellis managed to grab Zoe's entire body and wrapped his arms around her, keeping her controlled as best as he could. She continued to resist.

Alcohol and pure rage boiled through her veins. Zoe was determined to overpower Ellis.

"Calm down already!" Ellis firmly held her back. A sense of defeat began calming her nerves. Or perhaps it was deceit. If she went along with it, along with Ellis, then maybe she could sneak out later.

"Alright," Zoe said quietly as her body relaxed. Ellis removed one of his hands and, rather than contain Zoe, embraced her. Zoe kept hold of the glass as Ellis carried her past the study's large vertical mirror and into the bedroom. "Thank you," Zoe whispered and leant up to peck Ellis on the cheek as she was lowered onto the bed.

Ellis smiled and removed the glass from Zoe's hand and perched it on the bedside table. As Ellis prepared himself for bed Zoe removed her gown and dropped it on the floor. She slipped under the sheets and stared at the bedside table. A drip of whiskey reflected the remaining light from the study. It tempted Zoe but, for the sake of her ruse, she remained still.

Ellis returned to the chamber and shut off the lights, unaware that Zoe was still awake. He assumed that because her head was turned that she was dozing off.

Zoe just lay in wait. As the clock chimed past one Zoe made her move. Silently, she removed the bed sheet and crept out to the study. In the darkness, the study seemed to cast grizzly shadows. The masks mantled on the wall and the weapons were intimidating in the moonlight. Boards creaked under Zoe's feet, causing her to slow her movements. She lit one of the lamps beside the fireplace illuminating a large portrait beside it.

Previously this portrait had the image of the last owner and OsCorp CEO, Norman Osborn. Now, it had a portrait of Zoe, draped in a golden dress and a face mask to match. The artist had done it in the aftermath of Kings Arms annual corporate fancy dress party. A piece she was really fond of. Behind it was a safe. Zoe dialled in the combination and it swung open.

The penthouse creaked and wailed in the night. Zoe feared that Ellis was watching her, but there was nobody. From within the safe, Zoe removed a vial. Its golden glow excited the intoxicated Zoe. She made her way down the tarnished corridors of the penthouse towards the elevator down. On the way, Zoe picked up an overcoat and stumbled out of the penthouse and down to the street.

A taxi drove by and Zoe caught its attention. It slowed up to the sidewalk and Zoe got in.

"OsCorp tower," Zoe said, refusing to look at the driver. He peered back at his fare for a moment before driving off.

Bryan sat alone in the apartment. He kept rotating his phone between his fingers. Regina hadn't been home all day. This was unlike Regina, not just the independence, which he figured was a positive, but that she was never around. The months prior to coming out to New York, Bryan had enjoyed the company of his sister.

Now it was just like the last time he was here, alone and filled with doubt.

"Where are you Regina?" He tried dialling Regina's mobile again for what seemed like the millionth time. A dead dial and straight to voicemail. Bryan didn't bother leaving a message; Regina would eventually see the amount of times he'd tried contacting her.

He could not sleep. Fear had manifested in him. It didn't help that he'd been watching the newscast. He witnessed the terror at the OsCorp tower from the safety of his home. Paranoia was getting the better of him and Bryan could do nothing to alleviate his concerns. Only when he could hear Regina's tones would he be calm.

"Where are you, Regina?" Bryan stared out on to the increasingly dwindling streets and then towards Stanley's comic store. 'Perhaps she's with Veronica,' he thought to himself, clinging to the single shred of hope he had left that night. Exhaustion was creeping in; he'd been awake for so long that he began dozing off at the window. With nothing more to do, Bryan surrendered and opted to get some sleep. He slumped onto the couch and closed his eyes, wishing that Regina would come back, hoping that she was okay.

A musty atmosphere dwelled in Veronica's bedroom as she slowly awoke. It was still dark out, but the night's events had kept her on edge. Groaning, she sat up, allowing the sheets to drop. The slight humidity of the apartment enticed her peculiar senses. Her bare skin felt comfortable in the warm confines of her dwelling.

"Was it a dream?" Veronica quietly asked herself. Did she go lizard again and attack OsCorp tower? The memories were too vivid for it not to be a dream. She remembered as much as going into the tower and traversing the ventilation system. Afterwards, it all just vanished; nothing until now.

"Regina," she said, remembering those soft fleshy lips, massaging her forehead. Bare as the day she was born, Veronica strode out into the lounge. Regina was there, crashed out on the sofa, her jacket was discarded and the purple shirt was slipping off her shoulders, revealing her beautiful neck line. Veronica squatted down in front of her and adjusted her hair slightly, removing it from her face.

Regina stirred, but her rhythmic breathing continued, a steady wisp of calm. Veronica smiled at the vision of this beautiful young woman. Strange, Veronica had never such an attraction to another woman. Then again, she was never too successful with the men either. She was always so enthralled by her science that a relationship always played second fiddle.

Veronica had been kissed by Regina in awkward circumstances, more than once. For once, Veronica wanted to return the favour. Somehow, she was always there. Deep down, Veronica couldn't help but think there was some kind of coincidence. However, she was too entranced by this woman that such concerns were nullified.

Veronica lurched forward and planted her lips on Regina's. This time Regina stirred even more and her eyes began to open. Veronica feared how Regina would react seeing her like this. But, as Regina's eyes began to focus, Veronica was determined to control the situation.

"Veronica, you're-"

Veronica interrupted and gently shushed the wide-eyed Regina. "You know, you're very cute when you sleep." Regina wasn't sure how to react. Veronica sat beside her, naked. Regina couldn't believe it. She wondered if perhaps Veronica was in a trance again.

"Are you feeling alright?" Regina asked trying to sit up.

"I'm fine."

"Okay, but…you're uh…naked," Regina blushed.

"Nothing to be embarrassed about," Veronica said reassuringly. Regina was certain that Veronica was entranced, but this was not the case. The look in her eyes, it was Veronica. It wasn't her 'other.' "Come on," Veronica said as she produced her hand. Regina slowly extended her arm.

Veronica got a grip of Regina's hand and wrist before hoisting her up. "I will not allow you to sleep on that old couch tonight," Veronica guided Regina towards her bedroom.

Regina could not speak; she was silenced by Veronica's prospect. Her palms became sweaty. Strange how Regina could be cool in the face of adversity, yet when presented with an intimate situation she becomes a shivering wreck. What was made even stranger was that these two were at each other's throats no more than a few hours ago.

The musty confines of Veronica's bed chamber unsettled Regina. It wasn't that there was a large iguana staring at her, nor the fact Veronica was naked, but rather fear of what might happen tonight. Best case scenario, Regina survives the night at gets away without incident. Worst case, Veronica goes lizard and tries to kill her. Though with the way Veronica was looking at Regina, there was only one option.

Veronica sat comfortably as Regina inched her way to the other side of the large bed. Veronica giggled, "You can't sleep with your clothes on."

Regina blushed and reluctantly slipped her shirt off. With her back turned, Regina swiftly slipped under the sheets to cover her feminine anatomy. Beneath the sheets, the symbiotic mass detached from Regina and slinked under the bed. Regina blushed and blatantly looked over the bed as the symbiote slipped out of sight. She imagined the symbiote was laughing and that this was some ploy.

'Great,' Regina thought. 'In bed with a half-reptile and my protection just bolted.'

"You're awfully quiet," Veronica noted, Regina looked over, cowering beneath the sheets, "Take it this is your first time?"

"You have no idea," Regina said, her glance drifting between Veronica and the space between the wall and the bed, hoping the symbiote would reappear.

"What's that supposed to mean?"

"Nothing," Regina smiled, "you know I only live across the way?"

"Yes, but you looked so settled on that couch I figured you'd be staying." Veronica got her there. Honestly, Regina was concerned something might happen. However, she did not bet on this. "Good night 'Gina." Veronica leant over and kissed Regina on the cheek.

'Not even my mum called me 'Gina,' Regina thought as Veronica went to sleep. The sheets were surprisingly comfortable, considering they looked second hand. A bare Regina felt a little weird lying in the bed naked, more so sharing it with a woman she hardly knew. Despite the worst outcome, Regina couldn't think of anybody right now she'd rather be with.

Against her better judgement, Regina snuggled up to Veronica and pressed herself up against her back.

"Thank you," she whispered into Veronica's ear. A slight smile adorned Veronica's dreaming face as the pair drifted off.

Zoe evaded the scant officers patrolling OsCorp tower's exterior and headed straight for her laboratory.

"I'll show Veronica just who she's dealing with." Lights and computers beeped once again in the OsCorp mechanical orchestra. A large glass chamber in the centre of the lab stood out among the other equipment. Monitors blinked and displays illuminated as Zoe prepared the chamber. Zoe kept muttering to herself as she typed away on the keyboards.

"Now's the time, Benny, if this kills me…" Zoe gazed at the golden vial. A concoction that Benny brewed: a prototype performance enhancer drastically improved over the previous Osborn formula. Or so Benny claimed. 'No known side-effects he said,' Zoe thought as she placed the vial into a device beside the chamber. A series of pipes led from the machine into the chamber. A hiss confirmed that the vial was sealed and secure.

Security was switched off following the attack on the tower, so the cameras in the chamber would not capture what Zoe was about to do.

Zoe dropped her overcoat on the ground and attached some wireless monitoring devices to her body. These would record her 'transformation.'

'Begin cycle?' blinked on the nearby computer terminal. Zoe bashed the keyboard and the large chamber opened. A timer began counting down on the screen and Zoe stepped into the chamber.

'5 seconds' counted down on the screen. Zoe's drunken state struggled for balance in the center of the chamber, but part of her regular state of mind forced her upright. As the counter reached zero, loud hissing filled the chamber as gas was pumped in. The amber cloud grew and grew, enveloping Zoe completely. She took deep, deliberate breaths, inhaling the rich vapour.

Monitors began beeping violently as Zoe's heart rate accelerated. The vapour hit her bloodstream and was now being pumped around her veins. Every clear entry point of her body seemed to absorb the chemical, even seeping into her eyes. Zoe's muscles seemed to expand gradually. Her figure went from slim to athletic in mere seconds, an uncanny sense of strength surged through her body.

More of the vapour chemical seeped into the chamber until the vial was empty. However, Zoe began to ache. She grunted and groaned in the vapour. Her new muscles were at the apex of the enhancement. But her skull was in immense pain. Her eyeballs burned. Zoe screamed violently, wretched and hoarse.

The chamber doors finally opened as the last drop of vapour vented from the room. Zoe had her hands to her eyes. She continued screaming and collapsed out of the chamber to her knees. Her hands felt damp with tears. She pulled her hands away so she could see clearly. It was not tears. Her hands were drenched in blood.

Zoe's vision was partly stained with blood, like looking through an artistic filter of red. Blood poured from her sockets in crimson tears. Blotches dripped from her cheeks and onto the ground.

"What?" Zoe stood up and looked at her reflection in the chamber glass. She examined closely. Her blue eyes were now seriously bloodshot and the iris was part red and blue.

"Benny!" she yelled and threw her fist straight through the glass, shattering it completely.

"That," Zoe said in bewilderment, "that was reinforced glass." She grinned and picked out the glass shards from her knuckle. "And I didn't even feel…" Zoe sharply removed a large shard that had pierced the skin between her middle and index knuckle. "A thing." Zoe chuckled slightly, which gradually escalated into a large scale cackle. This continued until Zoe finally calmed down and walked out of the lab and up to Paige's workshop. Zoe eyed up the flight suit and the glider.

"Oh Paige, this is far beyond mass production, this masterpiece needs to be fit for a queen!"