"Ok getting the Lizard's attention was part one of the plan now to come up with part two" Spider-Man said to himself as he found himself in Connors' lab. He turned around to find the Lizard had followed closely behind him. The Lizard growled at Spider-Man as it stood at its maximum height as if trying to establish its dominance over the smaller Spider-Man. Spidey webbed a computer monitor and flung it at the Lizard catching it in the snout causing the creature to get angry and charge him.

Spider-Man dodged multiple strikes from the Lizard who was slashing wildly, after another right handed slash Spider-Man took a chance and went on the offensive delivering a right hook to the snout of the Lizard. The Lizard stopped for one second and looked dead into the covered eyes of Spider-Man "Um…that should have hurt more" he said before taking a shoulder to the chest that sent him flying into where Connors had kept his rat subjects.

The Lizard charged and leapt up onto a table taking another swing at Spider-Man who dodged and flipped out of the room and used his web to throw various debris at the Lizard. The Lizard was getting angrier thanks to Spidey's tactics and its rage was beginning to drive the Lizard to go faster and hit harder.

Eddie and Gwen were running up the stairs trying to find a way to get to the roof, Gwen had used some of her smarts to figure out that the container that the nanobots were loaded into was jammed inside the cannon and they needed to dislodge it. Their radio had been destroyed when Eddie fought Smythe so calling Coulson was not an option and now they had to get to the roof and figure out how to get the cannon to work correctly.

They got up to find a security gate blocking the rest of the stairs up to the roof, they tried to pry it open but couldn't get it to budge. "Now what?" stated Eddie as he looked at the gate looking for anything they could do to get past the gate.

Gwen thought for a minute as Eddie looked back down questioning if there might be another way up to the roof without using the stairs. "Spider-Man" she said out loud catching Eddie's attention.

"I think he might be a little busy" said Eddie looking into Gwen's eyes.

"Yeah but he is the only chance we have to get up to the roof before more people are hurt or killed" she stated as Eddie looked back down. "We need to help him if we can" she said turning to head back down to the floor where Lizard and Spider-Man were fighting.

Eddie grabbed her hand "Ok but we need to have a backup plan in case Spider-Man can't help us. Head down and get Coulson to call for Shield reinforcements, I'll go help Spider-Man but I can't do that if I'm worried about you and besides Peter would never forgive me if you got hurt."

Gwen was about to argue but Eddie was already walking down the stairs and was not giving her a choice in the matter. She smiled as she realized that her super hero boyfriend had a best friend who was willing to try and be one without powers. She shook her head and ran down to join Eddie.

Spider-Man stuck to the wall to dodge a desk that the Lizard had thrown at him "Dr. Connors you have to calm down" he shouted hoping that he could break through outer shell of the Lizard and get to the man within. The Lizard threw another object at Spider-Man who expertly dodged as it started to make its way towards him. Spidey dropped to the floor and delivered two kicks to the midsection of the Lizard while keeping one hand on the floor. The Lizard slashed with its claws but Spider-Man was able to avoid it but not avoid the long tail of the Lizard that had come behind him so fast that he couldn't recover fast enough to avoid it even with his spider senses.

The blow from the Lizard's tail sent Spider-Man flying crashing through the window, he was dazed at first but the brisk night air from his upper body being out of the building. He looked down and could see lights from what he assumed were some fires from looters and people trying to fight against the infected, he turned his gaze inside just in time to see the Lizard lunging at him. He reacted quickly able to grab on the Lizard's snout preventing it from biting his head off. Spider-Man struggled against the strength of the Lizard who was attempting to bite Spider-Man with its jaws snapping shut inches from his face.

Spidey's shoulder had held up just fine thanks to Uatu's medicine but whatever it the medicine was doing was wearing off as pain started to slowly return to the place where the Lizard had sunk its jaws in their last encounter. The jaws snapped again and he could feel his arms beginning to weaken under the Lizard's assault. He couldn't web anything since both of his hands were preoccupied holding the sharp teeth of the Lizard at bay, he started to scan the room and that was when he saw Eddie.

Eddie had sent Gwen on her way when they got to the stairway door on the floor where Spider-Man was fighting the Lizard, he knew he couldn't match the Lizard in any kind of way but if he could get a surprise shot in he might just distract it enough to give Spider-Man the edge. He leaned down and picked up a pipe and sneakily peeked into the room just in time to see Spider-Man get thrown nearly out of the building and now the Lizard was on top of him trying to eat his face. Eddie silently approached expertly avoiding anything that could make a noise and spoil the surprise of his attack.

Spider-Man could see Eddie getting closer, he tried to push back so that he could take control and get Eddie out of danger but it was no use. Eddie was within striking distance now as he raised the pipe he was holding to land a blow on the Lizard's head. What Eddie didn't see was the Lizard's tail as it swung swiftly catching Eddie in the ribs and sending him flying through a shelf along the wall. Eddie's eyes were closed and Spider-Man couldn't tell if his best friend was breathing.

Peter's thoughts began to weave through his mind, what if Eddie was dead? What if he had once again failed to save the people he cares the most about and those thoughts began to rip him apart. He turned his eyes back to the face of the Lizard and a rage that Peter didn't know he had in him.

Spider-Man exploded from the floor driving the Lizard's head back and flipping the Lizard out of the window and rolling out to follow him. He web zipped to close the distance between himself and the Lizard delivering several punches and kicks that rocked the Lizard who was plummeting to the earth. Spider-Man then put both of his feet on the chest of the Lizard and used it to jump back up and add force to the Lizard as it came closer to the ground. The Lizard crashed into a car that crumbled underneath the force and weight of the creature.

Spider-Man got back to the main floor and ran towards Eddie "Eddie" he shouted falling to his knees next to his best friend.

Gwen had ran into Coulson much faster than she had anticipated and the two of them were headed back up towards where the fight was happening. They got close enough to hear Spider-Man call out for Eddie and Gwen sprinted into the room and finding him kneeling over Eddie. "Peter" she shouted as she got on the other side of Eddie who was still unconscious. Coulson was on his radio but didn't seem pleased with what was being said to him. Gwen checked Eddie's pulse, "He's alive, but right now we need you to finish this", Peter didn't care about finishing anything except making sure that Eddie was ok. "Peter the cure is jammed up in the cannon and you need to go up there and get it to fire."

"Shield can do it" said Peter as he looked at Eddie trying to see what his injuries might be.

"No we can't" Coulson stated, "I can't get up there to do it and all of our guys and vehicles are preoccupied protecting civilians and Stark has gone dark. "You're our only option to end this now" he explained prompting a head shake from Peter.

Peter didn't want to save the city, he just wanted to save his best friend "Peter" Gwen shouted to get his attention. "I know that you're worried about Eddie but right now if Eddie was in your shoes he would be climbing this building and saving this city because that's the right thing to do. Me and Coulson will get Eddie to safety but the city needs you it needs Spider-Man."

Peter looked at Gwen in the eyes and knew that she was right "With great power comes great responsibility" rang through his mind. All the times that Eddie fought and held off bullies so Peter could get away, George Stacey flashed through his mind with his noble honor and all the sacrifices he had to make for the city. All the people that had inspired him throughout his entire life, the people who had made him the person he was born to be and that person was Spider-Man.

Spider-Man stood up and walked towards the window and looked up getting to the roof wouldn't take too long thanks to his web fluid, he looked down and realized that he was running dangerously low on his webbing and didn't have too much of it left. "Looks like I'm going to need a ride home" he said to himself preparing to web zip his way up the building.

People were looking at the Lizard's body when the green eyes flew open, they screamed and ran for their lives as the Lizard stood and looked up. With the enhanced eyes it could see Spider-Man heading up the building and it roared a challenge that echoed all the way to Spider-Man's ears.

"Oh perfect" Spider-Man said as he looked and could see the Lizard leap onto the building and start climbing its way up to face him. "Happy you're not dead big guy but you could have at least stayed down a little longer" he said as he zipped his way up to the roof.

The Lizard was angry and that anger fueled it to go faster than it ever had before and it vaulted, leaped, and clawed its way past the broken window and up to face its greatest foe.

Spider-Man looked up and web zipped his way up onto the nanobot cannon and started to look and see where the nanobots were lodged. He made his way up until he spotted the container a little more than half way up the twenty five foot spire looking cannon. He got next to the container and attempted to push it back into place.

The Lizard got to the roof and scanned the area searching for its prey and soon spotted Spider-Man on the cannon. The Lizard roared before leaping up at the tower and started climbing its way up.

"C'mon give me a break" shouted Spider-Man as he started kicking at the nanobot container. He kept kicking as the Lizard was now within inches of clawing him, he gave it one last kick and knocked the container into place and watched it fly up the cannon and into the air. "Yes!" he shouted as he watched it go up into the air until he felt the claws of the Lizard scratch his back. He shouted in pain but recovered quickly as he dipped around a corner as the Lizard followed close behind, he managed to slide himself into the cannon so he could get to the other side. The Lizard barreled into behind him tearing up a side of the cannon and then took several kicks to the face from Spider-Man who was hoping that the cure would work soon.

The container exploded above the city and the nanobots began to spread across the city, the cannon started to tip thanks to the damage and weight caused by the Lizard "Uh oh" said Spider-Man as the metal of the cannon whined as it began to tip. The Lizard grabbed Spider-Man and raised him above his head and readied the final blow, until a little nanobot flew into the nose of the Lizard who sneezed. Spider-Man could feel the strength in the Lizard's arm was weakening but so was the cannon as it tipped over the side just as the Lizard convulsed and the scales began to fall and reveal the man who was trapped inside as Curt Connors began to fall. "Don't do that" said Spider-Man as he dove and pulled the older man into his arms as they tumbled off the side of the building.

He looked back and tried to web zip them to safety only to find he was out of web fluid "You got to be kidding me" he said as they started to fall. They were too far away from the building for Spider-Man to grab onto and he realized that he could at least save Connors as he fell towards the broken window where Gwen and Coulson were helping Eddie. He had to time it right and luckily he did throwing Connors through the window as he continued to fall.

Peter looked around seeing the nanobots traveling throughout the city and helping people "I did it. I saved them." He looked down and could see the ground getting closer, he closed his eyes preparing to meet his maker until he suddenly stopped.

Peter opened his eyes and saw that he had indeed stopped falling, he looked up and saw Iron Man hovering while holding onto his leg "Going up?"

Iron Man turned on his thrusters and carried Spider-Man back to the top of the Oscorp building. Spider-Man flipped and landed on his feet on the roof and Iron Man landed next to him. The suit opened up and Tony Stark walked out into the open air with a smile "Nice job kid" he said patting Spider-Man on the back.

"Well thanks you were a big help" replied Spider-Man reeling from speaking to Tony Stark.

"I was pretty great" laughed Stark as he walked over and looked over the city. "Seriously though what's your story?"

Peter thought for a minute and was about to lay it all out to Tony Stark when a voice echoed from behind him "Pretty sure that's a story you don't need to hear Mr. Stark."

Tony rolled his eyes "Well if it isn't director Fury" he said with a slight annoyance.

Nick Fury walked out on of the shadows to stand between Stark and Spider-Man "On behalf of Shield I would like to thank you for your help Tony" he said as he approached Tony Stark "but we don't need you to help with cleanup or anything like that so you can head on home."

Stark gave an annoyed face and stepped towards Fury "Fine, I got a party to get to anyway", Tony pulled out his cell phone just outside of his suit "Pepper, call Rhodey and invite him and all of the regular house guests to my place for a celebration tonight….Of course I'm throwing a party I just helped save New York City with the mysterious Spider-Boy" he finished popping into his suit and taking off into the sky.

"It's Spider-Man" Peter shouted at Stark disappeared from sight.

Fury smiled and approached Peter ""You did great. I'm proud of you Peter" he said as he began to walk away.

"Now what?" said Peter taking his mask off to look at Fury in the eye. "I mean what do I do now?"

Fury looked at him "Do what you have been doing. Take care of the ones you love and live Peter. That's what you do now and always remember that I have my eye on you." He said with a smile before vanishing into the shadows. Peter could see ambulances and police cars on the ground in front of the Oscorp building as he wall crawled down the opposite side found a nice dark alley and changed into his regular clothes with a jacket over top in case he bled through the shirt. He rounded the corner to spot Gwen and her father leading Eddie to an ambulance.

"Hey guys" he said as he dipped under the police line and came up to see Eddie "Pete what's up man? I've been looking for you for like forever" said Eddie prompting a look from Peter to the others.

"They gave him some pain medicine" said George as he checked with the paramedics.

"Eddie" came a shout as Felicia came running up and started looking over her injured boyfriend.

"Well aren't they cute" said Peter watching them climb into the ambulance.

"Yeah" said Gwen with a smile "You were amazing" she said turning and giving Peter a kiss "Oh and your Aunt May just landed so you might want to get home before she finishes what the Lizard started" she stated nearly laughing her way through it prompting Peter to start running home since he was out of web fluid.