A/N: Please read and review?


Spider-Man stared at himself in the window, not believing his eyes.

"Peter, how'd you get all the way into Manhattan, in a costume you've never seen before?" he wondered.

He looked at his left hand while clutching it, then spread his fingers out.

"Just what is this?" he wondered.

He looked down the city, seeing cars move along it, then he looked at his left muscle.

"This feels..." he thought, before turning to the right. "..good."

He jumped off the wall and shot a web from his left hand, swinging down.

"WHOA!" he yelled happily.

He swung forward, let go of the web, then jumped over the next rooftop, and then nearly landed on the one behind it, grabbing onto the edge of it.

"I nearly overshot the whole roof. I've never been able to jump like that before." he thought amazed.

He shot another web out, then began swinging through the city, before he landed on a rooftop. He was then about to take his mask off, when it retracted itself into the rest of the suit, shocking him.

"This is something else." he said. "But where did it come from?"

The mask came back over his face and head, and then he swung off.

"I'll figure this out tomorrow, seeing how late it is." he decided.

As he kept swinging, he noticed he was faster than before, surprising him.

"I don't know what's happened to me, but I'm loving it." he thought.

Because of his new speed, he made it back home in half-an-hour, and didn't have to change cartages for his web-shooters. Once he entered the room however, he collapsed on the bed and fell asleep in the suit, too tired to take it off.


Meanwhile, in the Kingpin's skyscraper, Kingpin and Hammerhead were meeting up with a scientist, dressed in a white jacket.

"You wanted to see me?" the man said.

"Yes, Spencer." Kingpin said.

"And may I ask why?" Spencer asked.

"Why you, Smythe-" Hammerhead snarled, as the Kingpin held his hand up.

"Fair question." Kingpin admitted. "As you know, there are now two Spiders roaming around the city: Spider-Man and Ghost Spider."

"Yes." Prof. Smythe said. "So?"

"I would like you to build something for me, that'll find and squash those web-headed fools like the bugs they are." Kingpin explained, cracking his knuckles. "I've tried other methods, but they'll all failed. So, I think maybe brains will succeed where brawn has failed."

Prof. Smythe put his hand to his chin, thinking slightly.

"Are you gonna answer him or not?!" Hammerhead sneered.

"Alright, I'll do it, but I have one condition." Prof. Smythe said.

"And that is?" Hammerhead inquired rudely, folding his arms.

Prof. Smythe took out a piece of paper from his jacket, and then put it on the Kingpin's desk.

"If I do this, you have to promise to build this for my son, Alister." he said.

Kingpin looked at the paper, and saw it was a design for a hover chair.

"May I ask why you want this, Smythe?" he asked.

"My son's crippled." Prof. Smythe explained. "It happened in an accident over a year ago. I wanted to build this for him so he wouldn't be stuck in a wheelchair the rest of his life."

"Hmm?" Kingpin said, thinking. "Alright, you have a deal. You create the thing that'll squash those Spiders, I'll let you build the hoverchair."

"Thank you, Kingpin." Prof. Smythe said. "I'll get to work on once I get to the lab."

He turned around and walked away, then once he left the room, Hammerhead turned to Kingpin.

"You really gonna consider this, Boss?" Hammerhead inquired.

"Yes, I am." Kingpin said. "And besides, if he succeeds in squashing those bugs, it'll be worth it."

"Very well, Boss." Hammerhead understood.


The next morning, in the Parker house, when Peter got up, he noticed he was dressed in the clothes he'd went to bed with.

"Huh?" he muttered. "Was that Black suit just a dream?"

A knock on the door snapped him out of his thoughts.

"Peter, come on, breakfast!" Aunt May called.

"In a minute, Aunt May!" Peter called.

He got up from his bed and walked towards the mirror, when he was suddenly dressed in a black shirt, confusing him.

"Huh?" he muttered.

He looked down and saw he was fully dressed, confusing him some more.

"Weird." he shrugged.

He went downstairs for breakfast, seeing Aunt May had made him toast.

"Here you go." she said, as he sat down.

"Thanks, Aunt May." Peter said.

"I hope you slept well last night, after getting back from the airport where the shuttle crashed." Aunt May said.

"Oh, relax, Aunt May." Peter said. "I slept like a log."

"Well, that's good." Aunt May said.

Once Peter finished his breakfast, he kissed Aunt May on the cheek, before he left the house and ran off, carrying a small bag full of pictures from the night before. Once he made it into an alley, he began to think of the Black suit, when he was suddenly covered in it, shocking him as he stared at his hands.

"This suit must react to thoughts." he realized, as he began climbing up the wall. "Maybe I'll keep this. It'll save me from having to change the hard way."

Once he made it to the top of the building however, realized he'd left his web-shooters at home, when a black web came out of his left hand, since he hadn't been able to see last night because of how dark it was.

"Organic webbing as well." he thought happily. "Oh, this is amazing! Even if it is black."

He jumped from the building and swung on the web, before he began to swing off to school.

About 20 minutes later, he saw two bikers dressed in black moving along a the road. He landed on the side of a wall, just as both bikers stopped outside an armoured car, before they got off their bikes. One, who had a red stripe along both his arms and two down his chest and on the back of his helmet approached the back of it, while the other - wearing a matching outfit expect with yellow stripes - walked around the car.

"Well, what do we have here?" Spider-Man wondered.

A guard came around the armoured car, but then gasped when he saw the red biker, when the yellow one came up behind him and whacked him in the back with his elbow.

"Ah!" the guard moaned, falling to the ground.

The red one took a set of keys out of the guard's pocket, then put it in the back door, and opened up the armoured car.

"Oh, ho. Look at all that loot." he said.

"Pity we can't take it all." the yellow one said.

They both took two money bags each from the armoured car, then ran back towards their bikes.

"Well, looks like it's time to test out my new suit in battle." Spider-Man thought.

Both bikers put the money bags on the back of their bikes before getting on them. They both held a thumb up, before they raced off down the street, before Spider-Man began swinging after them.

"We got company!" the red one shouted.

"Is that Spider-Man?!" the yellow inquired. "I thought his suit was red and blue?!"

"Must be a new wall crawler!" the red assumed.

"Great! First one Spider-Man, then Ghost Spider, and now this guy!" the yellow grumbled. "Just how many web-heads does this city have?!"

They both raced on down the street, dashed past cars along the road as they sped up.

"Good thing this new suit makes me faster." Spider-Man thought.

He dived up and began to catch up to the bikers, who turned right down a road and onto another. He however, turned left down an alley and swung down it carefully, as it was narrow.

"I guess we lost him." the red one sighed.

"Huh? Guess he's a little too slow for us." the yellow one smirked.

Spider-Man however dived across the street in front of them both, so fast they didn't' even see him, as they were slightly far away. He then stuck to the walls on the tight alley across from the one he'd jumped from, and saw them coming towards him.

"Prefect." he thought menacingly.

He lowered himself down, then shot out a web across the street as the two bikers got closer.

"What the?!" the yellow one exclaimed.

They both crashed into the web, knocking their helmets off as they fell off their bikes, showing they were twins, both bald, but the one in red had a large beard and moustache, while the yellow one was clean shaven.

"Ah!" they moaned, hitting the ground, knocking them out cold.

"And that's why you should always wear your helmets." Spider-Man joked.

He then webbed up both bikers and stuck them to a large web between two street lights.

"Adios." he said, before he swung off.

Both bikers moaned as they lay unconscious.

Just a few minutes after Spider-Man left, Ghost Spider arrived on the scene, landing on the side of the building, but saw the two bikers hanging from the web between the two street lights.

"Oh, great!" she moaned in her head. "Pete takes all the fun and leaves nothing for me?!"

She climbed up the wall slightly, but then turned back and noticed the webbing was black.

"Wait, black webbing?" she questioned. "Does this mean there's a new spider in town?"

She thought long and hard as she climbed onto the roof, then turned and looked at the city.

"Not that I'm complaining, but who is this new guy?" she wondered. "Guess I better keep my ears open for news reports."

She jumped off the roof and began swinging through the city.


Later, Peter was now in the Daily Bugle, carrying the picture's he'd made in a file as he walked into the reception room.

"Oh, Pete, you get those photos from yesterday?" Robbie asked, approaching him.

"Yeah, I got them." Peter assured.

"Well, good." a voice bellowed.

Peter turned just as Jameson came out of his office.

"Normally, I'd get mad for not bringing me them last night." Jameson began. "But my son himself told me what happened with the shuttle having to make an emergency, so I'll let this one slide."

"Okay, Mr. Jameson." Peter said, handing the file to Jameson.

They both walked into his office, then Jameson opened up the file and looked at the pictures, seeing most of the shuttle diving down towards the runway.

"Good. Good. Crap." he said, tossing them onto his desk.

Peter saw that one had a further away angle.

"When the shuttle announced it was gonna have to crash land, we were all ordered back from the runway." he explained.

"Oh. Well, couldn't you have zoomed in?" Jameson asked, throwing another down. "Crap."

"I did, as far as my camera could go." Peter said, his blood boiling.

"Oh... Well, in that case, I guess some of these will do." Jameson said.

He went through the last five, calling the first two okay, but the last three terrible, because they had Spider-Man in. One of him webbing up the runway, the second of him trying to slow down the shuttle, even through he was barely recognizable, and the third had Ghost Spider in creating that big web that caught the shuttle.

"Are you gonna say it's their fault the shuttle nearly crashed?!" Peter inquired rudely.

"Normally, I would, and watch your tone, young man!" Jameson barked, glaring at him.

Peter glared back, not knowing what he was doing.

"This time however, I can't." Jameson admitted. "Since the problem started long before they showed up, I can't think of a connection linking them to it."

"Even if Ghost Spider caught the shuttle on that web?" Peter inquired.

"Even that, I'm still not using that one!" Jameson snapped. "300 dollars."

"But-" Peter snapped.

"Get out before I chance my mind!" Jameson barked, handing him his cheque.

Peter glared at him while he took it, then he turned around and left the office.

"Man, that Jameson burns me up!" he cursed under his breath. "I better get outta here."

He turned and began walking away, unaware that Betty had been watching him the whole time.

"I wonder what's come over him?" she thought. "I better keep an eye on him next time he gets here."


Out in the city, Ghost Spider swung past a building before landing on a roof.

"I wonder where this new Spider's come from?" she wondered, remembering the black web that the Biker Twins were hung up on.

She sat down at the edge of the roof and looked down at the city.

"If this keeps happening, we might end up having to form a team to cover the city." she realized.

Her phone then beeped, then she took it out of her pocket, and saw it was her father.

"Hi, Dad." she said. "What's up?"

"Just checking in, Gwen." her father assured. "You doing okay?"

"Yeah. I'm okay, Dad." Gwen assured, staring down at the city. "How 'bout you? Anything weird happen so far today?"

"Sort of. Two twin bikers were hung up from a black web between two street lights." her father explained. "I've also been getting reports about a black Spider-Man swinging around today."

"A black Spider-Man?" Gwen inquired. "His suit look similar to Spider-Man's?"

"No." her father answered. "I haven't even seen it, but from what I've heard, the spider on the suit is white and bigger than his."

"Well, okay, Dad." Gwen said. "Look, I've gotta go. See you tonight."

"Okay. See ya." her father said.

She hung up and put her phone away, and then stood up.

"I've gotta find Peter and tell him about this." she realized. "This is something he's gonna want to know, if he doesn't already."

She jumped down from the building, gilded down for a minute, before she began swinging away, when her stomach growled loudly.

"Okay...I'll get something to eat first, then find Peter." she decided, before she turned left down the street.


That night, Spider-Man swung through the city, thinking angrily about how Jameson refused to use the picture he'd shot of himself and Ghost Spider saving his son and friend.

"I swear, I don't know why I work for him." he complained. "He treats me like I'm a no good punk, and that I'm the big menace in this city!"

His Spider-Sense then tingled, making him turn just as an arrow hit his web, snapping it in half.

"AHH!" he yelled.

He quickly shot out another line and swung towards a rooftop.

"Just where the hell did that come from?!" he cursed in his head, not realizing he'd just swore.

He looked around, seeing nothing nearby, when his Spider-Sense tingled again. He jumped up just as another arrow nearly hit him from behind, making him turn around as he landed on the roof, but saw no one.

"Just what is going on here?" he sneered.

Nearby, Kraven the Hunter was lying down on a rooftop across from Spider-Man, holding a crossbow.

"So, he also has a sixth-sense." he thought, impressed, thinking it was the same one he'd spotted yesterday, since it was too dark to properly see. "Makes the hunt more fun."

Spider-Man glared angrily as he looked around, but couldn't see anyone around.

"Time to get in closer for the kill." Kraven thought.

He began to move slowly along the roof, as Spider-Man kept looking around.

"Just where is this creep!" he wondered angrily.

He looked around as Kraven jumped off the roof he was on, landing on the wall of the next, using a pair of claws to stick himself to it, before he climbed up it. Once he made it to the roof, he saw Spider-Man was facing away from him.

"Prefect." he smirked, before climbing onto the roof.

He took out his crossbow again, loaded another arrow, and then fired it at Spider-Man.

"When I find that-" Spider-Man thought angrily.

His Spider-Sense tingled, cutting him off, and then he touched around and caught the arrow before it hit him, before staring at Kraven.

"So it's you who fired those arrows!" he bellowed.

"That's right." Kraven smirked.

Spider-Man growled and snapped the arrow in half, as Kraven stared at the suit, seeing it wasn't the one he'd seen last night.

"So, you're not the one from last night that I saw at JFK airport." Kraven assumed. "No matter. The more the merrier."

"Just who the hell are you?!" Spider-Man growled, pointing at him.

"I am Sergei Kravinoff, better known as Karven the Hunter." Krarven said. "I have hunted all sorts of creatures on this planet. But, you, along with your fellow spiders,will be my greatest trophies yet."

"He thinks I'm somebody else by my suit." Spider-Man realized. "Well, bad news, bub, you're not killing me!"

"Oh, we'll see about that!" Kraven sneered, pulling his crossbow down.

He fired an arrow at Spider-Man, but missed as he jumped up.

"What?!" Kraven exclaimed, looking up.

Spider-Man then pounced on him, pinning him onto the roof, before he kicked Spider-Man with both feet, sending him flying over him.

"Ah!" he moaned, hitting the roof.

Kraven got up and turned around to him, as he got back up and glared at him. Kraven fired another arrow from his crossbow, but missed as Spider-Man side flipped to his left.

"I'll take that!" he snarled, shooting a web from his right hand.

The web grabbed Kraven's crossbow, then pulled it out of his hand.

"That all you got, Kraven?!" Spider-Man sneered.

"No, it isn't." Kraven retorted. "A good hunter always comes prepared."

He brought out a knife from his right leg, then threw it at Spider-Man, who bent down backwards, making him miss and causing the knife to hit the roof entrance.

"Impressive." Kraven remarked.

He pulled out another knife from under his sleeve while putting his hand behind his back.

"I've had enough of you, Kravinoff!" Spider-Man bellowed.

He then charged at him angrily, who charged back before they got close to each other. Kraven then brought out his knife and tried to slash Spider-Man with it, but missed as he dodged, before punching Kraven in the jar, sending him flying across the roof.

"Oh!" Kraven moaned, landing on his back near the edge.

Spider-Man got up and charged at him, as he pulled himself up and stared at him.

"Ah!" Kraven gasped.

He dodged to his left just as Spider-Man tried to punch him, then he dodged another two, then ducked under a third, before Spider-Man kicked him in the belly, knocking him back.

Nearby, Ghost Spider was swinging towards the scene, when she landed on top of a water tower nearby, perched on top of it. She looked around, before she spotted Spider-Man and Karven brawling over each other.

"So there is a third Spider now." she thought. "I better move in closer and find out what's going on, 'cause he's acting more ruthless than me and Peter do."

She crawled down the water tower and onto the roof, then jumped off it, gilded down towards the building Spider-Man and Karven were on, before she stuck to the wall. She crawled up it slightly, then peeked over the roof, seeing Spider-Man and Kraven glare at each other.

"Whoever this new guy is, he needs to control his anger." she thought.

Kraven growled as Spider-Man charged at him, then tried to pounce on him, but missed as he ducked, before slicing Spider-Man's leg with his knife.

"Ah!" Spider-Man groaned, landing on his back.

Kraven got up and turned to him, as he got up and growled, his leg cut slightly as blood poured out.

"You'll pay for that, Kraven!" Spider-Man swore angrily in a deep voice.

"Seems I hit a nerve." Kraven smirked.

He stared at the cut leg, when the suit suddenly fixed itself, healing the wound.

"What?!" Kraven exclaimed.

"Huh?" Spider-Man muttered.

He turned to the leg and saw it had healed itself, shocking him.

"Oh, do I love this suit." he thought.

"Huh?" Ghost Spider muttered, staring at him. "He has a suit that heals itself?"

Kraven sent charged at Spider-Man and tired to slice him twice with the knife, but missed as he dodged both times. Kraven then tried to stab him, but he grabbed his wrist, then elbowed him in the chest, making him drop the knife. Spider-Man then threw Kraven over him, landing on the roof on his chest.

"Oh!" Kraven moaned.

He rolled onto his back, then tried to sit up, when Spider-Man pounced on him, pinning him to the roof.

"You've lost, Kravinoff!" Spider-Man growled in his normal voice.

"That is Peter!" Ghost Spider gasped, recognising the voice. "Why'd he change suits all of a sudden?! And how come he's acting more ruthless in that getup."

Spider-Man held up his fist, ready to strike.

"You're more ruthless than your fellow Spiders!" Kraven spat.

"Am I?!" Spider-Man sneered.

He then however, went into deep thought.

(His memories)

Peter stares at Jameson at the Daily Bugle.

"Are you gonna say it's their fault the shuttle nearly crashed?!" Peter inquired rudely.

He turned around and left the office.

"Man, that Jameson burns me up!" he cursed under his breath. "I better get outta here."

Peter stares at Uncle Ben in the car the day Uncle Ben died.

"You need to be careful who you change into, because you might do something you'll regret for the rest of your life." Uncle Ben said.

Peter looked at him.

"Remember, with great power, comes great responsibility." Uncle Ben quoted.

(Reality)

"I..." Spider-Man thought. "What am I doing?! This isn't like me!"

Ghost Spider stared at them, and saw her love lower her fist as he steadied himself.

"That's it, Peter, clam down." she thought.

Spider-Man backed away slightly, just as Kraven began to laugh and pull out a dart blower, making him punch Kraven in the face, knocking him out.

"Ah!" Kraven moaned.

Spider-Man got up, webbed Kraven up in a web cocoon, covering his legs up to his shoulders, before he dragged him towards the edge of the roof.

"There, I'll leave him for the cops." he decided.

Once at the edge, he pulled Kraven towards him, then threw the cocoon off the edge of the roof - the opposite one from Ghost Spider - before grabbing the end of it, and stuck it to the roof.

"I really need to get my head." he realized.

Kraven began to regain consciousness, before staring up at Spider-Man.

"The Police will have you in jail in no time!" Spider-Man snarled, staring at him.

He then turned and began swinging away, just as Ghost Spider climbed onto the roof.

"I better follow him." she thought.

She ran along the roof, jumped off it and began swinging after her love as fast as she could, Kraven not seeing her as he stared at the web cocoon.

"This webbing of his is impressive." he admitted, grunting as he moved.

He then managed to reach for a knife, and began cutting open the web around him. Once he was free, he fell down towards the street, but managed to grab a streetlight, and then swung on it, until he stood on top.

"Whoever that Spider was, this isn't the last he's heard from me." he vowed. "Him or the others!"

He jumped down from the streetlight, then ran down into an alley, just as three Police Cars showed up.


Later, Spider-Man at against a wall on a tall building, not believing what had happened with Kraven.

"I almost did something back there I would've regretted for the rest of my life." he sighed in his head. "How could I have lost my cool?"

He turned to the windows, staring at his reflection, when it changed slightly, showing a monster version of the suit, which had a mouth and tongue.

"What the?!" he gasped. "What's happening to me?"

He jumped off and began to swing home, unaware Black Cat was watching from a rooftop nearby.

"Mmm? I like a man who's dangerous like that." she smirked, licking her lips. "And if he's becoming more deadlier and dangerous with that new suit, the better for me."

As Spider-Man swung through the city, Ghost Spider watched from on top of another rooftop.

"Just what has happened to you, Peter?" she wondered, seeing this wasn't like him. "I promise, Pete, I'm gonna find out. Even if I have rip part of that suit off."

She then realized that was her best chance of solving this mess, so she swung off as fast as she could after him.

"Man, that suit makes him faster than before!" she groaned. "I'll have to go to his house and wait till he returns."

She turned right and began swinging towards the Parker House, hoping to get there before him.


About half-an-hour later, Spider-Man made it to his house, climbed into his bedroom and stood near his bed. Ghost Spider then climbed slowly up towards his bedroom window and peeked into it, when his black suit vanished from him, putting him a shirt and shorts.

"What is that suit made of?" she wondered, amazed and shocked.

She then climbed onto the roof as Peter got into bed.

"I've got to find out what that suit's made of." she thought, standing on the roof. "It might be dangerous and poisoning Peter's mind. Next time I see him as Spider-Man, I'm gonna have to take a piece from it - even if it is the hard way - and then take it to an expect."

She sighed and then began to swing off home, thinking long and hard about how to get a piece of that suit off, and trying to figure out who to take it to.

As soon as she got home, she climbed into her bedroom as quietly as she could, before taking her mask off and lowering her hood. She stripped from her suit and put it under her bed, leaving her in her underwear, before turning to the clock, seeing it was nearly 10pm.

"I better take a quick shower before I go to bed." she sighed, before she walked into the bathroom.

To be continued...