You see a red and gold colored Spiderman suit with four robotic spider-shaped arms from his back shooting out weblines and attaching them to the side of buildings. The Spiderman, known as Iron-Spider, swings from the web shooting gold colored robotic arms in the daytime, his suit glistening in the sunlight as he talks to himself inside his mind.

Ed Li, the superior Spiderman, with my Iron -Spider suit that I built, which can do soo much on the cutting edge of technology, told to just stick to putting out fires and saving cats from trees

Iron Spider swings past two college women, and does his hands as finger guns, pointing at them, as one of the women blows a kiss and the other says "Looking good Spiderman" in a flirty tone.

Do cats even get stuck in trees anymore? I never saw that happen. I need to look it up online. Cruising around the city with the suits auto swing mode, soo bored. I wanna fight a villain or something like Peter. With this new suit, pfft, I got this

A middle eastern man wearing reading glasses and a trenchcoat looks up in the sky at Iron-Spider and stops walking to stare next to a parked car.

A metal tentacle with three-pronged pinchers slides up from out his trenchcoat to adjust his glasses, as another metal tentacle holds up his cellphone to his mouth.

" The one called Spiderman was seen today with a new suit. Technology detected from this will require further investigation."

The man coughs, and then a third metal tentacle slides out from his trenchcoat with a napkin and dabs at his mouth as the man says to the tentacle, "thank you."

The man continues to speak back into his voice recording cellphone. "I can hear the tentacles inside my mind now, they are excited to face off against a worthy adversary once more, as I am just brimming with endorphins to detach this new suit from off Spiderman, regardless of possible injury to the host..."

A fourth tentacle slithers out of his trenchcoat and rubs against the side of the man's face, affectionately. The man pats the tentacle as he continues to speak.

"I want it to be on the record this is all for technological progress." The tentacle holding the cellphone, along with the one holding a napkin, slides back into the man's trenchcoat as he says, "Off the record tho, I will enjoy every minute I bring pain to this insect, delighted if fatal."

The nuzzling metal tentacle, along with the glasses adjusting tentacle clamp their pinchers over and over as if it was clapping.

2

A red-haired female Hispanic female named MJ is seen wheeling around a brown-haired highschooler. The guy in the wheelchair is named Peter, and MJ stops wheeling him from the back handles of Peters wheelchair to stop and stare at a building by the sidewalk.

"Isn't it beautiful?" MJ asks.

"Truly an educational spectacle." Peter says, looking up at the building sign that says "Arcade".

"You keep having a potty-mouth and I'm gonna wheel you into a ditch," MJ says.

"Will it be filled with water?" Peter asks, looking up at her.

"And the finest bricks attached to you so you can sink of course," MJ replies with a smirk after.

"You get me. You really really do. Let's skip the arcade and just do that." Peter says.

"After," MJ says, getting the doors open for him now. 'If you're a good boy."

"Shall I bark for you now?" Peter asks, wheeling himself inside the building as people move out the way while walking out.

"Now you're talking about second base," MJ says, walking behind him.

You now see time passing as scenes of them play. The first scene is of them playing a racing game, with MJ trying to cheat by kicking Peter away from the steering wheel. Another scene is of them both eating pizza, and Peter burps and embarrassed, say "excuse me." MJ burps even louder, says nothing and just looks at Peter, with them both laughing after.

The next scene is of MJ turning in tickets to the arcade gift corner cashier, and pointing to a small, plushie tiger cub. She grabs it from out the cashier's hand, says "thank you", and then sets it on Peters lap. Peter looks down at it and laughs, and then asks why didn't she get something for herself.

"Wanted that new game console but costs too many tickets," MJ says back and shrugs, leaning at the counter now.

"Let's spend all our money, that amounts to the price of one, and try to win one with a lower percentage," Peter says.

"Really?" MJ asks.

"Let's," Peter replies.

"You. Are a freaking genius." MJ says happily. "Let's do it!"

The two are now seen at different games as more scenes go by, a dunk the basketball in the hoop game, a water gun squirter game, and various others. The two are now seen at a circular machine with flashing lights.

MJ takes Peters Tiger cub plush and starts doing a cute voice while hiding her face behind it and moving its small arms.

"You should cheer up Peter. My species may go extinct but even I'm not frowning up today." MJ says.

"Mr. Tiger." Peter starts to say. "I'll cheer up if I can win enough tickets to get MJ a present."

"Did you just assume my gender?!" MJ asks in a cute and surprised voice.

Peter rolls his eyes, laughs, and takes the tiger cub plush from MJ who laughs along, and sets the plushie on top of a button while not thinking about doing so.

The circular machine lights up and announces that the grand prize of a thousand tickets has been won, as the tickets start spewing out in a row from the machine in front of Peter and MJ.

"Holy.." Peter is about to cuss, as MJ watches with excited eyes, and pokes the tiger cub plush and happily says, "Face it, tiger, you just hit the jackpot."

3

Iron- Spider is now seen swinging past a building called 'The Daily Bugle' and drops down on its roof, kneeling over to catch his breath.

"Heart rate resuming normal speed, vitals stable, web fluid is at ten percent, auto-reloading." The suit says, with the eye lenses blinking blue.

"The weather in New York is currently..." The suit starts to say out loud, interrupted as four metal tentacles plow into Iron-Spider and knock him off the rooftop without warning.

Iron- Spider starts to fall to the ground, as weblines stream out from two of the robotic spider arms, and stick to the side of the building. "Suit what was that!?" Ed asks in a panicked voice.

" Dr. Octo Octavoius," The suit starts to say as the weblines stop Iron- Spider from falling and with him dangling underneath the expanding Spider arms, he looks up and says, "Dr. Octopus."

"Glad to see I'm remembered!" Dr. Octopus screams to him, with his trenchcoat flung off him now falling to the ground, revealing a metal harness to his chest with the four large tentacles extending from out his back. The tentacles stretch out to holster Dr. Octo, two on each side digging into the side of two building with the man between the gap. The tentacles lift up and clamp down, walking him behind Iron-Spider at a fast rate.

Peter faced this guy before. I remember him telling me about him. The way he talked about him.. he never said it but I could tell. Really, Peter was scared of him

A metal tentacle extends for the back of Iron-Spider, as the suit ask out loud, "evasive maneuvers?"

"Yes!" Iron-Spider yells, and the metal arms swing him even faster, two of them turning behind him, and a small compartment opens up, and shoot lasers at Dr. Octo.

The tentacles, tho massives, moves Dr. Octo out the way of the lasers, leaping him from one building to the next, grappling around a traffic light and walking sideways along a building. Iron-Spider swings to the right, past another building after taking a glance back. Dr. Octo walks along the side of that same building, seeing Iro-Spider already gone when turning the corner.

One tentacle pulls out his cellphone from his pants pocket with delicacy and holds it up to his mouth. "The subject seems to have left from out my grasp, but one wonders, is that so? Or simply just caught in how would one metaphor.. a spiders web?"

Iron-Spider jumps down from the roof of that same building and is about to punch Dr. Octo, diving down headfirst, as Dr. Octo looks up and says to the cellphone, "Though futile, the trap has been sprung."

A metal tentacle rises up and wraps around Iron-Spiders chest, starting to squeeze him. Dr. Octo keeps watching as the tentacle holding his cellphone goes back to placing it up back into his pocket. Two of the robotic spider arms bend down and expose mini saws that cut thru the metal tentacle. The metal tentacle around Iron-Spider gets hacked off and an electronic scream is heard from it as the piece drops to the ground.

The metal tentacle starts growing back the same piece that it lost as Iron-Spider climbs up the side of the building with the metal spider arms.

"What kind of technology is that!?" Iron-Spider asks in surprise.

"I ask you the same question of your suit." Dr. Octo says and then extends two more tentacles at Iron-Spider, held to the side of the wall by one tentacle clamped down into the building.

The spider arms pounce Iron-Spider over the tentacles, and the third one extends down to him now. The spider arms turn quickly and move in a way it lifts Iron-Spiders legs dangling to the side of the incoming tentacle. The fourth tentacle unclamps from the building, dropping Dr. Octo onto Iron-Spider, facefirst, as the metal spider arms block each tentacle one by one from clamping onto Iron-Spider. The two fall as Dr. Octo punched at Iron-Spider, who catches the punch in an open palm next to his face.

A metal Tentacle then closes up its pincers and smash into Iron-Spiders face, thrusting past a spider arm, and with that, Iron-Spider lands on his back on top of a car, busting the windows out and flatting the roof some from the impact. A metal tentacle grabs Iron-Spiders neck and slams him to the street on his back as people run away screaming, among cars stopping and all of the traffic around them.

Two of the spider arms spray webbing into Dr. Octos eyes, covering over his glasses, as Dr. Octo laughs and another tentacle goes to his glasses and takes them off, crumbling it up in its pinchers grip.

"Those are just for show, I got corrective laser surgery on myself years ago." Dr. Octo says, and the tentacle unwraps around Iron-Spiders neck, and grabs his right arm, lifting him up as the mini saws pop out of the spider arms, and tossing him thru a building window eighteen feet up.

Iron-Spiders spider arms wrap around him instantly just before busting thru the glass and rolling onto the floor in the body shape of a ball. The spider arms extend back out as Iron-Spider stands up, and looks back to see Dr. Octo already behind him, hosted up by two tentacles clamped down to the floor.

A metal tentacle wraps around a metal office desk lifts it up, and smacks Iron-Spider across the side with it, putting cracks in the Iron-Spider helmet. A second tentacle grabs Iron-Spiders right leg and yanks it, making him fall to the floor as another tentacle bash its closed pincher palm into his stomach. The fourth tentacle wraps back around Iron-Spider, lifts him up, and slithers back to the broken window, going past it, dropping Iron-Spider from out its grip.

Iron-Spider falls to the street, spider arms spraying web beneath him as quickly as all four can, creating a large bundle of webbing on the street below. Iron-Spider falls down on top of it, face first, as Dr. Octo climbs down the side of the broken window building.

Gotta get away, gotta run, gotta hide, oh gosh Iron-Spider thinks to himself, rolling over on his side, standing up some before falling down to his knees. Dr. Octo finally makes his way down to Iron-Spiders side as moments go by, and hoist him up with two tentacles in front of himself.

Lasers and webbing stream from out the spider arms at Dr. Octo, with the other two tentacles wrapping around the spider arms and ripping them out one by one as Dr. Octo talks.

"The same variation of mental thought applications and technology from Oscorp, and that Scorpion man, and from me... I shall reverse engineer this.. have you had enough now?" Dr. Octo asks.

As Iron-Spider strains to free himself, kicking and trying to pull his arms free, Iron-Spider is about to answer in defiance.

"Go to..." Iron-Spider starts to say, smacked across the face by another metal tentacle, knocking him out cold now.

4

You now see MJ standing next to Peter, at a cashier stand, paying money, then wheeling him over to a bowling lane. She stops in front of a lane, and picks up a bowling ball as she looks over at him and says "I bet you I can knock all the pins down first try."

"I'll take that action," Peter says with a smile after, wheeling himself a foot away from her.

"Stop looking at my butt!" MJ says.

"I wasn't looking there!" Peter replies back.

"Now you are." MJ laughs after saying.

"You're evil," Peter says.

"I'm in the right city then," MJ says, rolling the bowling ball down her lane, and the ball rolls to the left, to the gutter.

"You owe me big money then," Peter says, trying not to laugh at her.

"Next time get it notarized," MJ says back to him, sticking her tongue out. She then walks back over to Peter, grabbing onto his back handlebars, and propping him up to spin him around slowly.

"You gots what I needs," Peter starts singing goofily.

"All my needs be greeddddd," MJ says after, singing along happily

They both sing at the same time now, singing, "but my remedy be a tragedy that engulfs me in a fantasy, the reality of sanity is an abnormality, so tell me you need me, tell me you'll stay, till the days pass by us, and we wither awayyyyyyyy"

They both laugh as Peter then beatboxes the instrumental from his mouth, and MJ sets his chair back down to dance. They do this for minutes, finishing up the song and then high-fiving each other.

"I didn't know you knew that song." MJ looks at Peter, with a raised eyebrow while asking.

"Heard it on the radio," Peter says. "I'll admit, it's kinda catchy."

"Peter got some street in him, oh snaps." MJ teases him by saying.

"Verb," Peter says, then grins at her.

"I'm glad you came along, I really needed this after my dad and stuff," MJ says, sitting on his lap and wrapping her arms around his neck loosely.

"I'm glad you invited me," Peter says. "I miss this, we used to act like stupid, crazy kids, just having fun and not caring, you know?"

"What do you mean used to?" MJ starts to say, looking at him. "We still are a bunch of stupid, crazy kids. Just with high school homework now."

Peter laughs.

"You used to be the one that made me laugh all the time," MJ says to him, whispering now, inching her face closer to his.

Peter gets flustered, and looks away, saying that he needs to use the bathroom.

MJ sighs gets up and sits on a nearby bench, just muttering the word "okay" in disappointment.

Peter wheels himself to the men's restroom, opens the door, and wheels past stalls and urinals, seeing himself as the only one inside. He wheels over to a stall, about to open it, when he hears someone clearing their throat behind him.

Peter glances back, then wheels himself to face the person, seeing a blonde haired highschooler woman with glasses, known as Gwen.

"So I see you're already moving on," Gwen says with her arms crossed, looking angry.

"What?" Peter starts to say. "MJ? she's just a friend, we've been friends for years you know that!"

"So..." Gwen starts to say rudely. "Now you're on a date with her?"

"It's not a date," Peter replies. "Just hanging."

"You need to stop lying to me," Gwen says. "She likes you, and you're starting to like her too."

"It's not like that," Peter says, wheeling himself over to her side, about to hold her hand but she pulls it away.

"I get it," Gwen says with sadness. "You can't wait forever on me, you moved on. you're into her now."

"I'm not," Peter says.

"It's not fair," Gwen says, looking down at him getting angry now. "I freaking died for you!, I kept your secret and that wasn't good enough for you!?" Gwen screams at him, as Peter wheels back some in fear.

"Gwen, don't do this," Peter says with a shaking body and voice.

"I did everything you wanted!" Gwen screams at him. "I gave you everything, and you just moved on! Now you go around playing the pity card, but for what!? You didn't die, I did!"

"You're not dead." Peter starts to say with tears now. "You're right here."

"And you're with MJ now!" Gwen screams at him.

"You're wrong Gwen!" Peter starts saying, raising his voice now.

"You're with her now, I died for you, but whatever, what does it matter, you're with her now!" Gwen yells, walking up to him. "You wanna hit me? beat me? what else do you want from me huh? what does it take to make you happy Peter!"

"I never hurt you!" Peter yells back. "I never put my hands on you!"

"But you wanted to," Gwen says to him, face to face, looking sadistic now. "You wanted to slap me around, beat me, have your way with me since I wanted to wait, just like how you push out your violence on those supervillains, you just never acted on it."

"You're lying," Peter says, back to shaking some.

"I'm in your head, Peter." Gwen starts to reply. "I know what I'm talking about."

Peter shakes his head no slowly, as Gwen then asks, "Did you bed her yet?"

"What!?" Peter asks in disbelief.

"Did you frack her yet!?" Gwen asked, full volume yelling.

"I didn't frack MJ okay!" Peter says. I was loyal, and I was with you, only you!" Peter screamed. "Frack MJ, I only want you, Gwen, you know that!"

"She's you're everything now," Gwen says, looking away.

"She's just some girl next door, that's all, you know It's only you, why are you so mad!" Peter yelled.

Gwen says nothing, just looks down at the bathroom floor.

"GWEN!" Peter yells, then hears a loud creak to the side of him.

Peter looks over, seeing MJ poking her head inside, looking over at him, as he stutters, asking what was she doing there.

"I heard the whole thing," MJ says softly. "And.."

Peter starts to talk to explain himself, but MJ just tells him to shut up and listen.

"She's not real Peter." MJ starts to say. " Gwen died, awhile ago. You were at her funeral. I was at her funeral. She's dead, and she's not coming back, I'm sorry. Look, I don't know why or how long you've been talking to yourself like this but you need some help. And after hearing all that, seeing you like this, I don't think we should be friends anymore. It was a date by the way, but, I mean, what do I know, I'm just some dumb girl next door."

MJ teary eyed closed the door, and Peter looks over at the spot where Gwen stood, no longer seeing her there, or anybody else in the bathroom.

Peter then stares at the bathroom floor, zoning out, devastated.

5

Iron -Spider is now seen in a room, huddled over in a corner. The sound of machinery is heard as he lifts up his head and sees Dr. Octo sitting in a chair across from him, welding something together, goggles over his eyes. His tentacles lay down on the floor, resting near the chair, as one starts slithering up, making electronic beeps while looking in Iron-Spiders direction.

I'm not tied up, good, I can still move, All I gotta do is make a run for it. Act like I'm still knocked out... wait for it..

"My tentacles have such a delicate touch that they can rip the skin clean off your flesh if I wanted them to." Dr. Octo says, still working in his chair. " I was a certified Surgeon, so I would know all the certain bits and pieces of the human body from my doctoring books."

Iron-Spider says nothing, keeping still, his eyes closed back up, speaking back inside his mind now.

I always thought he was a scientist, don't matter, he doesn't know I'm still awake for sure..just gotta let him think I'm still knocked out..and he gives me enough time to run to the door...

He's just trying to scare you..listen for everything. You can do this.. gotta get to the door when quiet...

"My children." Dr. Octo starts to say. "He's asleep so snap his neck while he slumbers."

The other three tentacles rise up, and along with the fourth, they plunge towards Iron-Spider with open pincers. Iron Spider instantly opens his eyes and jumps out the way after hearing that, and the tentacles crash into the wall behind where he just was.

Adrenaline... Iron-Spider says to himself. He called my bluff, shat

The tentacles retract, and Dr. Octo turns around in his chair to face Iron-Spider. Iron-Spider waste no time with opening the door and runs out. The tentacles extend back out to Iron-Spider and grab onto him with their pinchers as Iron-Spider streams out a webline from a left-sided robotic spider arm.

Iron-Spider flings to a pipe outside the door with the webline stuck to it. At the same time, the tentacles keep their grip on Iron-Spider and rip the suit right off Ed, exposing him in street clothes and no shoes as he hangs from the web lined pipe.

"I never lied." Dr. Octo said, walking towards the door now, taking his time as his tentacles drop the ripped Iron-Spider suit to the floor.

Ed looks around, seeing pipes all around him, steam blowing out a few of them. He drops down and lands next to some trash on the floor. He looks down to see a large discarded fast food paper bag along with empty wrappers. Ed bends down to quickly pick up the paper bag, look inside it, sniff it, and then hover it over his head. He punched eyeholes in the bag with his fingers as he jogged down a pipe on the walls hallway while doing so. He placed the bag down on his head and looked behind him.

Couldn't let him see my real face. I still got my web-shooters on my wrists so I can use that to get by

Ed sees Dr. Octo's tentacles raise up to the ceiling, and turn him around, to where he's hanging upside down. The tentacles quickly walk along the ceiling as Dr. Octo never says a word, just stares at Ed with his welding goggles on.

The creepy sight makes Ed run even faster, running down different hallways all looking the same.

Dr. Octo starts picking up the pace as his tentacles stretch out further on the ceiling, still keeping a stoic face, not saying a word. Every few minutes, a tentacle would slam into a pipe, or crush one in its pinchers, making a loud, eerie sound every time.

Ed put out his right wrist, and from a device around it, a webline shot out and stuck to the wall of a room to the right of him. He dangles on the webline as it lifts him up in midair and over to the room, and he streams out another webline to a part of the ceiling.

Ed looks up, seeing a ladder that leads up on the side of the wall, and he jumps to it, barely making it. He slips, hanging on with his right hand, and pulling himself up with a webline from his left wrist. Ed struggles to climb all the way up, and the noise gets even louder of pipes busting and being destroyed behind him.

Ed climbs out of a manhole, seeing around him piles of trash. A sign to the left of him reads 'City Dump'

Ed rolls on the ground and breathes in and out in his bag. He then gets up as he sees Dr. Octo rise up from out the manhole, holster up by the tentacles underneath.

"Game on!" Ed yells at Dr. Octo.

A tentacle rises up to open up its pinchers and plow into Ed. Ed quickly sprays out web right at it, gunking up and covering its pinchers. Another tentacle plows at him, and Ed sprays out a webline and tugs it, curving the metal tentacle barely, but just enough to miss him by an inch. The tentacle slams into a pile of trash nearby, as a third rise up over Dr. Octos head. The third slams down to the ground, trying to crush Ed, who jumps out the way and then rolls. Ed gets up as the fourth tentacle lifts itself up from underground and still keeps Dr. Octo held up.

Ed looks around him, and place both of his arms out, one to the left, the other to his right side.

Now I got you, you son of a...

Ed sprays out weblines from both wrists, but only a little comes out and in spurts.

No, NO I'M OUT OF WEBBING!

Ed then looks over at both piles of trash to the side of him, confident he was going to pull them both down to trap Dr. Octo underneath and starts to quickly refill web fluid canisters from ones in his pockets.

Dr. Octo drops to the ground, and all four tentacles extend towards Ed, Ed about to run out the way as Dr. Octo gets plowed by a blur of black, and just as quickly, the towering pile of trash crash down over him, his tentacles and whatever pushed into him.

Ed just starts running away in a panic, weblining over the city dump gates, and dropping down to a tree a mile away, refilling web canisters, and after, sliding down the tree to take off his paper bag, crumble it up, and put in his back pocket.

Ed has a look of fear and excitement at the same time, and just takes a moment to catch his breath, glancing around, whispering, "I fought Dr. Octopus." "Coolllllll."

Ed then starts dancing, badly, by himself as a victory.

6

"The suit is destroyed, but It won't be able to be traced back to us." Ed is seen saying in his room to Peter. "Trust me.

"Have you tried Calling MJ again?" Peter asks.

"Tried like twenty times, she's not picking up," Ed says. "Wanna tell me what happened now?"

Peter shakes his head and just slumps in his wheelchair. "I can't do this anymore."

"Spiderman thing?" Ed asks.

"The life thing," Peter says.

"Dude, once your legs heal up, you'll be kicking butt in no time," Ed said.

"You almost died out there, Ed," Peter says. "If I would have lost you too..."

"I'm good." Ed interrupts him by saying. "I'm okay, I'm still here. You put on the suit and you take that risk, I know, I got lucky, just like you man."

Peter gets quiet before saying."My luck is going to run out one day."

"Then you need to quit," Ed says.

"Will you?" Peter asks.

"I'm not gonna lie, I'm shaken up, but, I was able to help, just like you do." Ed starts to say. "I'm gonna put the suit back on one day when I'm ready again."

"You can never get ready for it. for what's to come." Peter says somberly.

"Gonna try," Ed says, reassuring. "Just like how you're gonna keep trying to get back with MJ."

"Why me Ed?" Peter starts to ask. "Why was I the one out of the billions of people, the only one bitten by a genetically enhanced spider?"

"Don't know." Ed starts to say. "Must be for a reason tho. A really good reason."

"What was the reason again Dr. Octo got pushed into a trash pile?" Peter asked.

"Something must have fallen down." Ed starts to say. "Tho, it did come from his side so it must have been thrown."

"By who tho," Peter asks. "What exactly was it?"

"Couldn't tell," Ed replies, thinking on it himself with a puzzled look now. "It happened so fast."

"That wasn't an accident." Peter starts to say. "For it to have happened right after you escaped from under the dump means somebody was watching Dr. Octo, or you, or both."

"You think someones been watching me?" Ed asks.

"I think someones been watching us," Peter says, and the two look out of the bedroom window as Peter speaks.

"Who do you think it is?" Peter asks softly.

"What do you think it was?" Ed asked back, and the two looked at each other, in silence, and with fear on their faces.