Greetings again. School's started and finding time to write has become a tough commodity to come by these days. Senior year! Alright! Got to tell you people, I'm excited except for the fact not even two weeks in and I already know I'm going to fail Functions. Oh well! Who really needs math anyway? Well, enough with my ramblings. Now to the story…

Disclaimer: I don't own Spiderman. I just borrow him to tell the little stories I concoct in the dark recesses of my mind.

The sun had set several hours ago, dousing the city in a blanket of darkness. But that did little to inhibit Spiderman as he somersaulted and flipped gracefully in the air, bounding across the streets below him that hummed, even from a hundred feet above, of people bustling about; either going to the movies, the theater, returning home from a long day of work, or just walking around for whatever other reason.

Unconcerned with the oblivious populous that streamed along the sidewalks beneath him as he vaulted over their heads, Spiderman remained focused on his mission. He had spent the last three hours web swinging in systematic circuits of the city that encompassed much of the south west corner of Central Park, Rockefeller Center, Times Square, and Ninth Avenue.

After recovering from the initial shock of finding out that there was a Spiderman imposter going around the city kidnapping people, Peter had done a little preliminary research into the matter in the Bugle's morgue that covered the past few days. He had found that all the reported disappearances had occurred in a relatively small section of the city. Actually the area was about fifteen square blocks, but in a city as big as New York, it narrowed it down quite a bit for the web swinging superhero.

Now fully clothed in his red and blue costume, Spiderman swung in a slow but deliberate pace on his patrol, searching for… whatever it was he was looking for. So far, he didn't have much to go on except the kidnapper supposedly looked like him. The best first-eye witness report of the kidnappings had been by the girl that had been attacked in Central Park. And her statement to the police had been doubtful at best.

She had said the attacker that had snatched her boyfriend had been over ten feet tall and had had eight legs. The last time Spidey had checked, he wasn't more the 5' 8" and had only been endowed with the human usual of four limbs. Meaning there were a few things that weren't adding up… But the thought of the girl's statement having even the tinniest bit of truth in it frightened Spiderman to no end. Was there some kind of monster running around the city?

Gritting his teeth in frustration, Spidey thought, 'You'd think a person…or thing, for that matter, that looks anything like what that girl said would kind of stick out like a sore thumb even in a place like New York…'

Flipping out a line of webbing towards the corner of nearby building he was coming up on, Spiderman let the momentum of his weight at the end of the strand swing him in a huge arch up over the rooftops of the surrounding area. Releasing the line and freefalling like a cannonball through the air, the wall crawler nimbly landed on the parapet of the building on his feet with the grace of a cat.

Resting himself into a crouch, he let the gentle wind that whistled around his spandex clad body carry the heavy sigh he heaved away into the night.

"Ok, Spidey, let's do a quick inventory of the situation here. You have some doppelganger going around nabbing people for god only knows what reason. Check…," the web swinging superhero muttered as he ticked off each thing with a gloved finger from his upheld fist.

"Jameson wants your head on a silver platter and despite being even more of a miser then Ebenezer Scrooge, he's offering a ten thousand dollar reward to see you behind bars. Check…,"

'Figures. The first time I'm really worth something, I can't collect…' he thought absentmindedly with a snort.

"And me, web swinging around the city in some sadistically warped wild goose chase. Check."

Continuing on with his one sided conversation, Spidey mumbled behind his mask, "The only thing I'm missing now is this mysterious thing so I can stop whatever it's planning, rescue the kidnapped people - assuming their still alive- clear my name, and just in general save the day…"

As if to let the information sink in, Spiderman let the words hang in the air around him like a thick cloud of impossibilities. Giving another sigh, he added in a dejected whisper, "Just another average day in the life of your friendly neighborhood Spiderman…"

Raising himself to his feet, Spidey was about to jump off the edge and swing away into the twilight to resume his search when a sudden tingle vibrated the base of his skull. Stopping dead in his tracks with his toes already jutting out over the building edge, the wall crawler felt his breath catch in his throat as a bloodcurdling scream cut through the night time air.

Cold shivers played down Spiderman's spine as he felt the hair on the back of his neck stand on end. That had been no human scream. That had been something else entirely. The only thing Spidey could think of to describe it was like the monster's scream from 'Aliens.'

"What the hell was that?" he exclaimed as the scream echoed through the concrete canyons and faded away into the night, leaving only an eerie silence in its wake.

Piercing the deafening silence a second later another cry rang through Spiderman's ears. It wasn't the unearthly one from before but one the wall crawler was quite familiar with; the frightened scream of a terrified victim.

Instincts kicking in, Spiderman leap off the edge and snapped a web line in the direction of the commotion several blocks down the deserted street he was on. Taking only but a few moments to cover the distance between his perch and the place where another victim's scream sounded, Spidey bounded onto the rooftop of a low story, redbrick building. Violent crashes of a struggle taking place echoed up from the other side of the building.

Sprinting at full speed across the tarred rooftop as he hurtled various air conditioning and heating units that created a miniature obstacle course, the arachnid finally came to a grinding halt at the edge to scan below. During his first few weeks of crime fighting, way back when, the fledging superhero had learned the hard way the importance of scoping out the scene before jumping headlong into a fight.

Two stories beneath him in a dark dead end alley, the haggard figure of heavily bearded homeless man, bundled in countless layers of clothing, cowered in the trash littered corner of the alley beside an overflowing dumpster and numerous empty cardboard boxes scattered around. Bending over the terrified man stood a shadow covered figure that's hunched back was turned towards its unnoticed observer.

What Spidey noticed next was nothing short of something straight out of some acid nightmare.

Swiping and cutting the air around the attacker, twin pairs of long jointed appendages slashed in and out of the dim moonlight, reflecting small shafts of light off the shell-like surface of them.

'Doc Ock…?' Spidey's first heart stopping thoughts were. Could it have been Ock that had been kidnapping people around the city? The person below didn't exactly look like the doctor, whose mechanical arms were more like snakes that slithered and danced around the portly man's body, but how many people could there be in the world that had arms like what he saw?

But before he could speculate farther on this hypothesis, another frightened scream jolted the wall crawler from his hypnotized daze from staring transfixidly at the arms that gracefully undulated through the air.

"Help! Please, somebody, help me!" the homeless man cried piteously, pressing himself flat on the wall behind him, his arms held up like a flimsy shield against the looming figure.

'That's my cue,' Spidey thought as he sprang down into the alley. Simply letting gravity do its job, the masked man aimed himself, feet first, like a torpedo on heat lock at the broad shoulders of the homeless man's attacker.

Pummeling his heels into the surprisingly shell-hard shoulders of the assailant in attempt to topple him to the ground, Spidey felt his knees lock in a painfully violent jar that vibrated up his whole body. It felt like trying to land on his feet after jumping off some skyscraper, or so the masked man speculated…

"Ooouuuuuch!" the web swinger whined loudly as he quickly recovered and kicked off in a back flip to cling to the brick wall on the far side of the alley, giving himself room to reevaluate the situation. His opponent looked like he had hardly felt his attack.

"Dang, Ock! What kind of workout have you been doing? Have you been going to that aerobics class down at the city gym? I didn't think they let you in there unless you were twenty something and wore those cute little leg warmers…Eeewwww really nasty mental picture! I'll have nightmares for weeks now!" the arachnid called out fifteen feet above the slimy alleyway's ground; just enough out of reach if his opponent suddenly wheeled around on him with those arms.

As Spiderman gave his usual preliminary wisecracks he waited for some amount of feeling to return to his numbed feet. He was starting to become slightly unnerved as 'Dr. Octopus' remained motionless, his back still turned to the superhero.

This wasn't normal. Usually the good doctor would have went after him by now; spitting mad and all the while threatening to do something along the lines of ripping Spidey's limbs off one by one as he drawed and quartered the wall crawler between his mechanical arms.

"Ummm Hey, Doc, you feeling a little under the weather or something?" Spiderman called out almost worriedly as he cautiously wall crawled along the greasy brick walls towards the shadowed figure.

"That's not Doctor Octopus…" came a small, timid voice from somewhere below the masked superhero. It was the homeless man, still curled in the fetal position in the piled garbage of the alley, the whites of his frightened eyes shining clearly through the brown matted hair that framed his dirtied face.

"Huh?"

"That thing's not human!" the homeless man stated in a slightly louder voice, as if afraid to make a sound but too frightened to actually control the level of his voice.

Shaking his head in confusion, Spiderman questioned urgently, "Wait. If that's not Ock, then who…"

But the web swinger didn't have time to finish his sentence as a barrage of hollow clicks filled the night. Turning his attention towards the shadow clad attacker, the speechless hero watch wide eyed behind his shimmering bug eyes as it made its first move since he had arrived on the scene. Then, it was as if the mysterious figure suddenly began to unfold itself, since no other phrase seemed to better describe the apparition.

Spiderman watched in horror as the attacker seemed to magically grow seven more feet as two spindly legs uncurled themselves from beneath its body and straightened like stilts to stand at full height. Another set, jutting out from beneath its broad shoulders and tipped with what looked like a set of three clawed fingers, became visible as the creature swiveled on a narrow, wasp waist, segmenting the body into two distinct parts.

"What the-" Spidey muttered in awe as the attacker turned to face the speechless wall crawler. This thing wasn't human, whatever it was. Spiderman was defiantly sure of that now. It almost looked…insect. Almost like a giant spider, only somewhat…human at the same time.

A low, dangerous hiss startled the web slinger into silence as a rounded head swung around on a thin neck to glare at the intruding superhero. Catching the light from one of the streetlights that cast a shaft of dim electrical glow down the forepart section of the alley, two silvery orbs shimmered in the darkness from the creature's head.

Spiderman's eyebrows knotted together in surprise at the thing he saw. He actually backed several paces farther up the wall, startled. For a moment he thought he was hallucinating. Before him stood the perfect mirror image of himself in his Spiderman mask; at least from the neck up, direct similarities ended after that. Even the reddish tone of his costume was mimicked behind the large shining bug eyes.

'This must be the thing that's been kidnapping people,' Spiderman thought in a mixture of revulsion and fear at the monstrous creature in his moment of sudden revelation. What was this thing, he wondered in panic.

"Hey, buddy. The spider theme's already been taken, although I have to say you pulled it off a lot better then I did!" the young superhero called over to the strange creature, as if trying to regain his composure.

Suddenly, his spider-sense roared to life, screaming to move like his life depended on it; which it probably did considering the intensity it had just shocked him with. Propelling himself from where he hung on the brick wall, Spiderman somersaulted and corkscrewed through the air gracefully just as the rush of some projectile shot past his right thigh midair, mere millimeters from connecting with his body.

As he finished his leap and landed on his feet near the lip of the alley, Spidey thought in shock, 'I barely missed whatever that was! My spider sense usually warns me sooner. The last thing I need is to start losing my powers now, of all times.'

Stealing a quick glance over where he had been clinging to the wall only moments before, he saw a large blob of some strange substance was suctioned to the side of the brick work.

Unable to take time for a closer inspection, Spidey remember with a jolt the homeless man as another frightened cry reached his ears. "Aw, shit! I forgot about the guy," he chided himself as he took off on foot back down the length of the alley. Twenty feet from the spider creature that had seemed to have forgotten about Spiderman and had turned to again confront the helpless man, the web swinger leapt nimbly up onto the left hand side of the alley to gain altitude over his creepy opponent.

Scuttling quickly across the grimy surface, Spidey was soon overhead of the man curled in a frightened mass beneath him in the corner of the alleyway. The creature was now leaning menacingly over the motionless form, sharp clicks drumming the air. A sharp hiss followed in succession as its clawed pair of arms reached out towards the huddled man.

Quickly pulling himself horizontal over the ground with his thin booted feet gripped firmly on each of the intersecting walls that formed the corner of the alley, Spiderman fired twin streams of webbing down to snag the vagabond.

Emitting a surprised yelp as he was forcefully yanked off the ground, the homeless man wailed in even more shock as the ground and sky spun and rotated in a dizzying array as he rocketed through the air wildly. For a moment, up and down, right and left, had no meaning what so ever. Clenching his eyes tightly in fear, the world continued to spin before an abrupt, bone jarring collision forced him to look around in confusion.

The world had stopped spinning. The dark nighttime sky stretched on overhead until it was pierced by the jagged tops of nearby skyscrapers. Glancing quickly around, he saw he was laying in a tumbled heap on the rooftop of some building. But how…

Standing shakingly on his wobbly feet, the man noticed two long strands of some kind of gossamer, stretchy material snaking their way from his heavy overcoat towards the nearby edge of the building where they then trailed over the side into the alley below.

Torn between going over to look over the edge or just fleeing as fast as his feet would take him towards the fire escape that stood on the far side of the roof, the man's decision was made for him as a ear splitting, predatory scream cut though the night. "That's it. I'm out of here," he mumbled as he turned on his heels and took off.

Meanwhile, two stories below the retreating man, Spiderman had become engaged in a classic stare down with the strange creature.

'This is really creepy. No wonder people scream whenever I jump out at them,' he thought as he locked gazes with the unblinking eyes of the monstrous spider creature. Hissing in clear agitation for losing its prey, the creature's round head suddenly separated into pieces as a fanged mouth became apparent behind two snapping mandibles. What had appeared to be smooth surface was in fact the parts of the thing's mouth folded close against its face.

"Now I've seen it all…" Spidey muttered to himself as he tried to sidle away from the creature.

Following the wall crawler with it's silvery eyes, the spider creature suddenly howled an ear splitting scream. It's mandibles twitched as they swung almost flat against the sides of the thing's head. Not giving any other warning, the creature sprung like a coil towards Spiderman, it's first two sets of legs outstretched to seize the masked man.

Seeing it come bearing towards him with the grace of a freight train, Spiderman leapt with all his might away to the side. Howling another scream, the creature saw it's prey escaping. Moving too fast to change directions, it lashed out one of its legs toward the man tumbling through the air.

Seeing the pointed appendage coming at him out of the corner of his eye, Spidey twisted his body violently in the air to avoid the creature's leg. White flashed in the web swinger's eyes as his right arm exploded in pain. Too disoriented from pain and confusion of the sudden attack, Spiderman barely managed to land in a roll as he collided with the ground.

Blinking in disorientation, Spidey found himself laying in a heap in the alley. Clamping his hand over his throbbing upper arm, Spidey could make out blood streaming in small rivers down the length of his limb to his wrist. The creature's leg had torn a deep slash in his arm.

'What the hell?! Why didn't my spider-sense kick in? I think having a thousand pound monster coming at you would constitute a warning,' the dazed man thought in utter confusion. Spiderman suddenly realized how much he relied on his sixth sense. He almost felt blind without it. 'I just hope I'm wrong about not having it. If not, then I'm in deep trouble…'

Pulling himself to his feet shakingly, Spidey bit back the pain that pulsated under his tight grip. In those few moments Spiderman had needed to pull himself together, the creature had recovered also, swinging around to again confront the superhero.

Snarling the creature suddenly reared back on its back two legs to full height, towering like a giant over the wounded wall crawler. "Where's a can of Raid when I need it?" he wondered in fright.

Moving at the speed of thought, the creature swung out one of its many limbs at Spiderman. With no tingle from the base of his head, Spidey barely had time to instinctively whip his good arm from his wounded shoulder and snap his wrists back to spray a thick strand of webbing at the speeding leg that hurtled towards him.

He didn't know why he had shot webbing at the thing instead of actually moving to seek cover. Maybe is was because he was still in shock at finding that his spider-sense may be forever gone. But whatever the case, he highly doubted what the seemingly tiny strand of webbing could do against the monstrous creature.

Halting dead in its tracks, the creature slowly cocked its head inquisitively at the line of web that hung down from its leg. Training it's bulging eyes back on the surprised superhero, it seemed to be reevaluating its opponent as it sang a series of soft clicks.

Startled by the creature's actions, Spidey stood transfixed as he watched it curiously. It was like it was actually reasoning and thinking. 'What is this thing?' he again wondered for probably the millionth time since seeing it.

Suddenly, the creature's mouth parted and another scream pierced the night. Swiveling in fluid grace on it's narrow waist, the creature whipped its webbed appendage backwards. Feeling the web line that was still gripped tightly in his fist snap taunt, Spiderman suddenly realized he had made a huge mistake.

Before he could release his hold on it, his thread of webbing cracked like a whip as it pulled him right off his feet and sent him flying through the air. Crashing against the metal side of the full dumpster that sat against the wall on the opposite side of the alley, Spiderman could almost feel his bones bending against the impact. A rain of garbage bags and other refuse showered down around the arachnid as he landed in a broken heap beside the now heavily dented dumpster.

Black spots dotted his vision as he felt the ground beneath him shake. Trying to focus his dimming senses on what was happening, Spiderman saw the spider-creature slowly stalking towards him on all eight of its slender limbs.

"Oh no…" the wall crawler murmured. As he tried to pull himself up to fight off the thing, Spiderman saw a dark shadow cast itself over him. Looking up, the unblinking eyes of the creature gleamed down at him.

Not allowing any more time for Spiderman to talk, the creature snagged the superhero's tight spandex costume on the end of its clawed arms and easily lifted the man several feet off the ground and stared into the masked man's face.

Stifling a low whimper of pain as he felt the creature's claws slowly tearing into the skin beneath his costume, Spiderman suddenly knew what it felt like to be a helpless animal caught in a predator's grip. His whole body throbbed painfully; he could feel unconsciousness gnawing at the edges of his mind.

Weakly kicking his legs throught the thin air beneath him, Spiderman gritted his teeth as he felt the claws sink deeper into his shoulders, his weight pulling against the creature's grip. Lowering its head eyelevel with Spidey, the creature emitted another low hiss as it came within a foot of the man's masked face. Wincing away from the snapping mandibles, the sense of self preservation kicked in as Spiderman lashed a booted foot out to strike the side of one of the arms that held him like a rag doll in the air.

Screaming in surprise, the creature's claws retracted from the ripped holes of skin of Spiderman's shoulders, dropping the superhero in a heap at its spidery legs. He could feel blood seeping along his arm and shoulders from the claw wounds inflicted by the spider creature. Laying in shock from the fall, Spidey felt the creature bending over him, its mandibles snapping menacingly.

Too dazed at the moment to defend himself, Spiderman lay helpless, his eyes tightly shut. As a sticky warm hiss of the creature hit his body, Spidey suddenly felt a small tingle from the back of his head, alerting him to nearby but not immediate danger.

'Oh, so now you decide to kick in, huh?' he questioned harshly.

Sliding an eyelid up, he focused his vision to try to find the source of the warning. But Spiderman was surprised to find the alleyway suddenly empty. Nothing in sight; only strewn garbage and cardboard boxes.

"Ok…unless that thing escaped from David Copperfield's show, it think I'm dealing with a ghost," Spiderman muttered as he hoisted his battered and heavily bleeding body up to sit in a slouch.

In the distance, the low hum of a helicopter reached the arachnid's ears. Gazing upwards to the dark square of sky above, Spiderman was momentarily blinded as the thundering blades and body of a black helicopter swung overhead and turned on a huge spotlight that poured down into the small alley. Shielding his face, Spiderman struggled to stand on his feet.

Blinking back the flash that momentarily filled his vision, the sounds of ropes being deployed from the side of the helicopter hissed in his ears as a series of controlled thuds echoed off the wall of the alley from around him.

Recovering his sight, Spiderman was startled to find himself surrounded on all sides by heavily geared members of what looked to be some kind of supped up SWAT team. Only the mysterious soldiers had no official identification stenciled onto any part of their totally black gear. All their faces were hidden behind thick helmets from which a tiny antenni sprouted on the side of each. Spidey's sixth sense hummed warily through his brain.

"Who are you people? Hopefully not the latest model of super villains" Spidey called out loudly over the surprising subdued hum of the hovering helicopter's spinning blades two stories up

"Spiderman?" came a surprised female voice as one of the geared people took a step closer to him, a huge assault gun mounted with a laser tracker trained straight at the arachnid's heart. "Where's the creature?" she suddenly demanded in a cold tone after a moment of hesitation.

Taken aback by this question and the fact that half a dozen heavily armed men had him surrounded in a tight area with high powered guns aimed directly at him, the wall crawler questioned warily, "How do you know about that thing?"

A moment of silence ensued before the woman suddenly lowered her weapon and signaled for the others to do so also. Reaching up, she slowly peeled back the visor of her helmet revealing the façade of a blond haired girl. Staring at the masked man with hardened blue eyes, the girl answered quietly, "We're the ones who created it. And we need you help capturing it."

Narrowing his eyes suspiciously, Spiderman questioned, "Why do you need my help?"

Taking in a deep breath, the woman replied, "Because it's part of you…"

Hey there. Want more chapters? Review to tell me and keep me on track! Go on. I know you want to press that button in the lower left hand corner. You want to press the button. You need the press the button. Don't resist your urges…