Peter left Connor's lab. He then decided to swing over to the other E.S.U. campus and check on Radman's carnage. He reached the window and peaked down from above.

It was still secure in it's cage. Eddie was in there experimenting with a lighter, and

Carnage became complacent when it was lit up.

It almost looked like he was learning to control it.

Peter thought, "Well, Eddie seems to know what he's doing here.

That's one less thing to worry about-"

His spider sense flashed and he got grabbed from behind and hung upside down.

It was Scorpion, and he had him by the tail. The villain exclaimed,

"Didn't take you for the perverted type Spider-Man.

You get a good view looking in that window?"

"Oh, this coming from the guy who poisons people for a living?" Spiderman remarked.

Spiderman shot a web into his face, prompting Scorpion to blindly fire a few poison blasts.

He dove under them to slap Gwen's tracking device on Scorpion's back.
But just as he planted it, Scorpion broke the webs

off of his eyes and got a clear shot on him.

Scorpion fired his auto-tracking poison blast and

Spidey was hit with it dead on. His head became relentless with

pain, pulsating and confusing him.

"Pretty tough, bug, that poison should have you in a coma right now." Scorpion remarked.

Peter struggled to keep his balance, and felt like he was about to fall over.

He called out, "My head is killing me, what'd you put in this stuff…"

All of his vision turned incredibly dark. He could barely see.

Scorpion went in for another tail strike, but

the spider-sense allowed Peter to dodge it at the last second.

His vision started to come back, but everything was glowing bright green and

he couldn't even tell what was real. The plane that killed his

parents flew past and crashed into a nearby building.

He swung to the top of it when he heard a scream from below.
It was Gwen, falling to her death from the skyscraper.

He knew it wasn't real, but he dove in after her anyway.
When he caught her, a blink later the symbiote was in his arms and started to

merge with him. Peter became completely enveloped in the black suit once more.

He heard Uncle Ben's voice.
"Do we really have to do this again Peter?

I taught you better than that."

"Get out of my head." Peter tried to say calmly, but his fear was showing.

Scorpion appeared again before him.

The surrounding area appeared nightmaric, very hazy with fog everywhere.

The shadows grew thick, especially Scorpion's.

The night sky rode in like a cloud over an island.

Scorpion began to duplicate himself. There were now 3 of him.

They all landed on a large rooftop and started brawling it out.
The Scorpions were weaker, but they had the advantage in numbers.

After fighting them for a moment, Peter web slid under one of their legs

and kicked him into the other 2 Scorpions.

They stopped for a second.
Scorpion's haunting voice echoed and reverberated throughout the sky.

"Our numbers are unlimited."

More Scorpions began to leap onto the roof from out of nowhere, at first only a few, and then dozens. Spiderman continued to fend them off, utilizing

his spider sense to the max to fight like someone with all the martial arts training

known to man. He soon found himself surrounded by hundreds of Scorpions,

jumping over and countering each of them constantly.

Spidey eventually found the breathing room to web one of them up and spin

them around like a giant nunchuck, then throwing him into a pile of the rest.
They all got knocked over like bowling pins in an alley.

He realized the fight was getting pointless and activated the tracker

that he had planted onto Scorpion earlier.

It started beeping like crazy, revealing the real Scorpion, who

noticed this and mounted an offensive on Spiderman.

All the Scorpions tackled him at once, dogpiling onto him in an insane fashion.

All the hundreds of them eventually covered him.
Stuck at the bottom, he remembered a time like this

when he was drowning, when Gwen needed him, and he found

the strength to do the impossible. He threw

them all off of him and bounced out of the mess. They all flew off of the rooftop and

faded out of existence.

Spidey mocked Scorpion. "I think I've seen this one before, this is the part where you say, 'I AM INEVITABLE.'"

Scorpion's voice came back out of the shadows.
"What can I say, I love that movie."

All of the Scorpions were taken out, except for one.

Peter's spider sense flashed once again as he turned around and saw

Scorpion charging up his auto-targeting poison blast again.

"That's it." he said as he realized Scorpion's weakness.

He went headfirst in as fast as possible and grabbed Scorpion by the wrist,

holding it tight. They struggled against each other, strength matched,

staring one another in the eyes.

Spiderman exhaled his breath while saying,

"This thing is your power source, you had me before, but if I let it overload

your suit is dead weight."

"Pretty clever bug, but do you honestly think you could hold it long enough for that to happen?"

He used his tail to try and sweep Spidey off his feet, but Peter caught it with one foot and got pushed back on his other. The charging got higher and higher pitched

as the glowing on the wrist shooter continued to brighten.

The ground underneath Peter's back foot broke apart, leaving it stuck

within a hole due to the pressure he was exerting.

But he held his stance. After a few more seconds, Spidey thought to himself,

"It should have gone off by now, something's missing."

He looked Scorpion in the eye. Scorpion was staring nervously at the ground.

Peter quickly looked back at the ground, then at Scorpion, then at

the ground again. He used his hand that was still grabbing Scorpion's explosive wrist

to pull and slam it down to the floor. This broke the shell around the gauntlet

and let all of the power out in one, massive

energy blast. They both fell to the floor below and Scorpion was successfully knocked out.

Spiderman looked like he just got shot,

or… you know, like a regular person who got shot.

Dust covered his whole suit, a few ribs were cracked, and his foot was banged to hell.

Police sirens surrounded the building. Peter heard them.
"About time I got out of here." *sigh "Aunt May is gonna kill me."

He shot a web out to leave when his spider sense went off again

and, unable to react quickly enough, Hyperdrive flew in and sucker punched him out cold.

Author's Note:

I put a lot of effort into this one, trying to really build up suspense and atmosphere.

Let me know in a comment if you got what movie I was referencing.

But Spiderman is now at the mercy of Hyperdrive,

stay tuned to find out what happens next.