Oh, you guys are sharp. And because of that, I have to come up with some clever explanations for some inconsistencies to make all you people think I did them purposely. Ha ha…just joking. Ok, here goes…

1. The whole costume look alike clone confusion was kind of my fault for not having a better description of what I was really thinking of. Since I pictured the creature with bug-like, compound eyes, I made a similarity to Spidey's mask, not that I was actually implying the thing has that nifty little black wed design on his face…And I don't know, red and black seems like a cool combination for it's skin, right? Anyone? Hello…?

2. The spider-sense malfunction was on purpose. It's explained in this chapter but will also become more incorporated into future chapters.

3. I couldn't resist and had to incorporate a snippit of dialogue taken from Adam-Troy Castro's novel: "Revenge of the Sinister Six" If you haven't read it, I highly suggest it! Best Spidey novel out there, seriously!

Anyway, that's it for now. Hope you enjoy!

Disclaimer: I have no legal standings to lay claim to any of the Spiderman characters, but those that I have created from my own twisted mind are mine all mine!

As the sun set behind the towering structures of concrete and steel, the night's darkness slowly fell over the thriving city of New York. Anticipating the coming night, the streetlights gradually warmed the cold concrete canyons with the soft, florescent glow of lights, filling the streets with the hazy halo of electricity as they flickered on in the dimming sunset.

Tinkering silently atop one of the large air-conditioning fans that crowned the building he sat on, Spiderman was lost in thought as he stared into the distance without acknowledging what he actually saw. An endless train of thoughts thundered through his brain as he tried in vain to put his emotions into place.

Nothing could exactly put into words how Spidey felt. A huge storm cloud of feelings swirled inside him, making him feel like every possible human emotion he had ever felt had been thrown into a blender and put on frappe. He felt angry, guilty, fearful, tired, sad, alone, used, violated, and…just empty all at the same time. His whole body sagged under what could only be blamed on emotional exhaustion.

It had been twenty four hours since he had first been taken to the research labs of Omni-Troy by the mysterious mercenary team and discovered that the monster responsible for the kidnappings around the city was really a genetically altered clone of himself; the result of a misguided experiment meant in the best of intentions to better man kind, but in the end had endangered it.

There was little more the young superhero or Audrey and her team could have done that evening since the creature had escaped back into the night, leaving no tracks in its wake. After agreeing to meet again at the sight where the creature had escaped the previous night and begin their search for it, Audrey had ordered one of her soldiers to take the wed swinger back into the city via helicopter.

The superhero had slept little the rest of that night as each time he began to drift off, another horrible nightmare of his spidery clone would jolt him awake, sweating and shaking in fear. By morning, he had been too exhausted to torment himself further with trying to find escape in unconsciousness. The rest of that day he had barely managed to trudge through his daily routine as photographer and fulltime college student, Peter Parker, looking like nothing more then a walking zombie lost in his own world.

Perhaps his only true lifeline to sanity, Mary Jane Watson, was not even there. She had left several days before for the photo shoot of some popular fashion magazine in Florida and was not expected to return for another week or so.

Peter had not, even in his desperate and lost state, risked a phone call to her. What would she have said? What could she have said to console the poor boy? How could she relate to what had happened to him?

Maybe all Peter really needed was to just to talk to someone. But with MJ gone, there was no one he could turn to. It was just one of the many down sides that seemed to constantly turn up along the long and hard road of fighting crime with a secret identity….For the first time in his life, he truly felt alone.

But whatever the case, Spiderman sat motionless above the low, two storied building, looking forlornly into the distance. It was too late to look for comfort now. Right now, he needed to worry about finding the creature whose genetic makeup was also part of his. Possibly thousands of lives rested once again on his shoulders if he was unable to stop the monster and it's offspring that threatened to overrun the city.

Suddenly, a small tingle at the base of the wall crawler's skull vibrated, snapping him out of his stupor. It wasn't a warning of danger, but one of pre-acknowledgment of a coming presence. Lifting his crimson mask skyward, Spidey could make out the spinning blades and streamline body of the stealth helicopter of Audrey's mercenary team.

Righting himself straight from the boxy air conditioning unit with a groan as the muscles in his legs stretched and stung in protest of crouching too long in one position, Spiderman slowly walked to the center of the wide rooftop as the copter landed almost silently.

Nearing the side of the body of the machine, the young superhero stopped near the edge of the spinning blades. As the black, unmarked helicopter settled onto its landing skis, the side door opened to reveal Audrey and her black suited teammates seated inside.

Nodding Spiderman an acknowledgement, the young woman alighted from the side of the copter and ducked low as she sprinted beneath the rotating blades. Coming up beside the web swinger, she said, "My team is ready to move out. We have six teams of decoys stationed around the area to lore the creature out into the open. Are you ready?"

"Uh…Yeah, I'm ready," Spiderman replied after a moment of hesitation. He didn't really know if he was ready to face the monstrous thing again. He wanted more than anything to stop the thing before it breed and overran the city and kidnap more innocent people, but over the course of the day he had begun to question his ability to stop the creature. He had already let the thing escape; allowing it the freedom to do whatever it wanted, and he felt guilty and responsible for it.

Catching the subdued tone of the wall crawler, Audrey looked thoughtfully into Spiderman's white eyepieces. "You feel responsible for all this, don't you?" she questioned in a momentarily softened voice of veiled concern that suddenly sprang up from beneath her rough exterior.

Adverting his head to stare off towards the glowing skyscraper horizon that glowed against the night sky backdrop, Spiderman said nothing as the commander reverted back to her usual tone and said, "I don't know you, bug-boy, but you strike me as one of those people that take the whole world on their shoulders- one of those honest to God hero types. And no matter what you think, you're not responsible for this mess."

"I even have some misgivings about Dr. Jordon and his research, and I feel you've been done wrong. I can't say what those scientists did was justified even if they were trying to find some miracle medical cure in your blood, but they had no right to do what they did and then turn around and expect you to help them. But if we're going to capture this thing, then you're going to have to snap out of this little depression you're in."

Spidey slowly trained his eyes back to look into Commander Lee's pale blue eyes beneath her heavy black helmet curiously. Something about the no nonsense, military pep-talk she was giving him was beginning to break through the thick cloud of uncertainty and depression that consumed his psyche, striking inside him the need to listen to her.

"I can't exactly say I know what you're going through, but I can't afford to work with you if you're going to be like this. If you stay like this and not focused on the mission, then you're a danger to me and my team. And I won't put any of my men in any unnecessary danger. You may be the only one that can keep up with the creature, and that's why I need you. So decide right here and now; are you ready to end your little pity party and help us?" she demanded harshly, staring straight into the Spidey's face, making him feel suddenly naked under her unrelenting gaze even with his face covered by his scarlet mask.

Spidey stood quietly as he let the woman's words sink in. She was right. He was not going to be of any help to anyone if he stayed in the dark mood he was in. And while he remained in his depressed and angry state, the creature was still stalking the city, hunting innocent people.

Sucking in a deep, steadying breath, Spiderman replied in a renewed voice of purpose, "You're right. We need to hurry and find this thing. We're wasting time here." In saying those words, it felt like the dark clouds amassing around him were suddenly breaking, allowing Spidey to see the situation in a completely different light.

Giving the masked man a small smirk of victory from the corner of her mouth, Audrey stated, "Good. Take this." Reaching out a gloved hand, Spidey received the small object the woman dropped into his palm.

"What's this?"

"It's a communication device. Fit it into your ear and we'll be able to pick up your signal anywhere in a fifteen mile radius. It's touch activated and also has a tracking device installed inside of it," she explained as she pointed vaguely to her right ear that lay under her thick helmet, "Understand?"

"Sounds easy enough," Spiderman shrugged as he gingerly fingered the curved black device, "Hmm…Black. Nice. Very slimming. But you guys should really think about adding some more color into your wardrobes. Maybe some nice shades of gray, nothing too radical to start off with…"

Shooting the web swinger an annoyed look, Audrey turned quick on her heels and ducked back towards the awaiting helicopter while shouting over her shoulder as she retreated, "Keep in touch. Check in at least every ten minutes. Team Delta and I will be patrolling from the air. The six ground teams will be checking in too, so keep an ear out for their reports and positions. I want you to patrol the south end of the containment zone. Understand?"

"Yessir- I mean ma'am!" Spidey called as he snapped to attention and shot off a salute mockingly. As the copter lifted almost silently from the rooftop, the wall crawler swore he saw the commander give him a true to life snarl before she slammed the door behind her.

Sprinting to the edge of the roof, the web swinger looked out over the darkening city before him. He knew somewhere out there in that maze of streets and alleys, his genetically altered clone was probably preparing for the hunt.

Kicking off the decorative masonry around the edge of the roof, Spiderman shot off a web line and disappeared into the night. The hunt had started; only now it was the spider creature that was the prey…

************

"Spiderman, do you copy? Over," came a buzz from within the superhero's ear beneath his scarlet mask. It was Commander Audrey Lee's voice over the small radio link ear piece Spiderman had been given to keep in touch with the mercenary team as they spread their search for the creature over the city.

"Nothing that's copyrighted. Over," he quipped as he snagged the tip of a jutting flagpole from the side of a building that hung over the sidewalk twenty stories below and swung past. It had been the same for at least the past hour or more. And Spidey had covered his assigned area at least three times in that hour.

"Very funny, wall crawler. Have you picked up any signs of the creature? Over," she snorted in annoyance.

"Nope. Nothing in the south sector. Over," he responded as he allowed himself to freefall for a moment in order to touch his earpiece to send his transmission before hastily recovered and let a strand of webbing fly towards a nearby building ledge to stop his rapid descent and swing onward.

"Double back and go over the area again. Over," Audrey ordered sharply before calling out over her radio to the ground teams that had been stationed throughout the city, "Team Alpha report. Over."

"Team Alpha. Nothing yet. No sign of the target. Over," came the reply over Spiderman's ear piece.

'Looks like everybody's having the same luck I am,' the wall crawler thought with a frown. Deciding to start back and retrace his patrol, Spiderman leapt to the ledge of a nearby office building.

As he prepared to crawl up the face of the structure to cut across the roof to the other side of the block, a sudden warning screamed through his radio link, the faint background murmur gunfire sounding in the near distance of the soldier on the line, "Team Gamma to Team Delta! Creature sighted! Repeat target sighted! Immediate backup needed! It's attacking---" Then the transmission ended abruptly, leaving only an eerie silence in it's wake.

Spiderman stopped dead in his tracks as he waited for another transmission for what felt like eternity, but none came. Fearing the worse, the masked man shot a hand to his right ear to tap his earpiece as he shouted urgently, "Audrey! Spiderman here. What happened? Over."

"Spiderman, you're the closest of any of the other teams to Team Gamma. Go towards 50th street and Ninth Avenue. The creature may still be there. Try to stall it until backup can get there. Over," was her responding order.

"I'm on it," he called back into his radio as he bounded across the face of the building in three galloping leaps and leapt in a huge arc straight over the rooftop. Shooting a line of his webbing northeast, the web swinger took off as fast as he could throw his web lines.

************

"Oh my God…"

Those were the only words that the young superhero felt he could articulate as he looked over the carnage strewn about the vacant lot below his vantage point from where he hung upside down from a web line attached to the corner of a nearby abandoned building. It looked nothing less then the scene of a grizzly battle.

All around him in what had to be twenty square feet of scorched concrete spotted dark splatters of drying blood along with various globs of white material. Spidey could make out shreds and scraps of torn black body armor the members of Commander Lee's team wore and an abandoned gun nearby intermixed within the chaos of the scene. The only thing was, Spiderman saw no traces of any of the soldiers had had been ordered to survey that particular area.

Righting himself with ease, Spidey nimbly landed inside the compound of the barbed wire fencing that circled the perimeter of the lot, hanging so low in some places, it would have been just as productive to have nothing there at all to act as a barrier. He noticed numerous graffiti murals decorating the whole lower half of the darkened building that formed the left most partition of the empty lot.

'This area of the city has defiantly seen better day,' he thought disdainfully as he stepped carefully over broken glass and empty beer cans that littered the ground underfoot.

Staying to the shadows cast by a flickering streetlamp nearby, the crime fighter slowly walked towards the center of the carnage, all his senses on alert to detect any motion around him. Luckily he felt no tingle from his spider-sense, only the chilled shiver of the hairs on the back of his neck standing on end.

'There's no sign of any of Audrey's soldiers. There aren't even any bodies,' he thought with another chill that crept along his spine to the small of his back, 'Whatever happened here must have happened fast. These scorch marks on the ground must be from the mercenaries. But they're all over the place, meaning they must have trying to hit a fast moving target…'

He could almost guess at what the small team had faced when trying to fend off the attacking spider monster. He had seen it move the night before, and knew it was as fast if not faster then himself. For all it's bulk and body mass, his genetically altered clone had retained all of Spiderman's agility and speed.

Looking around in the subdued silence of the deserted street, Spidey sensed no movement or sounds anywhere nearby. Not even a tingle of his spider-sense. But then again, he wasn't sure if he could exactly rely on that right then. He had begun to suspect his spider-sense may not be reactive to the creature. If it was genetically similar to him, then his sixth sense may be unresponsive to what could be confused as…himself in essence.

Side stepping subconsciously away from the areas of blacked cement, the wall crawler felt his feet slipping on multiple rounded objects as the soft tinkling of metal against metal rang up to his ears. Bending down carefully, Spiderman brought a small handful of spent bullet cartridges into the flickering light of the dying streetlight. Trailing off from them stringed several strands of what looked like his own spider-webbing.

As he stared thoughtful down onto them, Spidey was suddenly blinded as a huge spotlight flooded the small lot he knelt in. Looking up with an arm shielding his face against the beam of whiteness, he tapped his ear with his free hand, "So the gang's all here, I see. 'Bout time. It looks like you're friends took off or something really bad happened here….Oh, sorry. Over."

"Just hold your position, bug-boy. We're on our way," Commander Lee's voice crackled over the radio line from within the hovering helicopter fifty feet overhead of the young arachnid.

Within minutes, Spiderman was joined by six mercenaries and their female leader as they landed gracefully on their feet from multiple harness lines that dangled from either side of the copter.

"Any sign of the creature?" she demanded in her cold tone as she untangled herself from her harness and her men swept over the entire lot silently in perfect military fashion.

Shaking his shrouded head side to side, Spiderman answered regretfully, "I didn't find anything when I got here. It looked like there was one hell of a fight though…" Reaching his hand out he dropped the spent bullet shells into the woman's hand.

Studying them for a moment, Audrey's expression twisted into anger, "Damn it. I should have sent out larger groups of men instead of only two to a team. This thing's too powerful."

"What do you think happened to them? Do you think the creature could have taken them?" Spidey asked, scanning the surrounding area as he did so. The abandoned gun and shredded Kevlar armor that lay scattered about didn't bode well for the missing team members; nor did the spattered drops of blood.

"I don't know," she muttered coldly, "It would have to be very strong to carry off two full grown men, let alone get away before we got here. It may be hiding somewhere nearby, but our sensors can't pick up the signal from either of my men's radio signals. It's like they just disappeared. I just can't understand how this thing's always pulling these fade outs…" Turning her back to the web swinger in frustration, she stalked over to a nearby soldier and began barking orders to him.

Seeing Audrey was in a volatile mood for losing the creature yet again and atop of that losing two of her men, Spiderman did not want to risk the chance of her abrasive temperament to suddenly be turned on himself.

Scanning the empty lot as he slowly walked the area looking for any clues that might now lay illuminated in the bright spotlight of the hovering copter, Spiderman wondered, 'I wonder how this thing's disappearing too. It's not like it can just hide anywhere; a twelve foot, eight legged monster isn't exactly the most inconspicuous thing in the world. And why can't they pick up the signals from those missing soldiers? Heck, for all the high tech stuff these guys have, you'd think they could pin point a rat holed up thirty feet below ground…'

It was like a light bulb suddenly flared in his head at that thought. He could feel his stomach tighten in hope and anticipation.

Kicking of the ground, the wall crawler sprinted at full speed across the empty lot, past numerous mercenaries still scouting the area for possible clues of the creature as they gave the masked man a sideways glance questioningly as he hurried past. Nearing the commander, he shouted loudly, "What if it escaped through the sewer systems?"

"What are you talking about, bug?" the young woman snapped in annoyance as he came to an abrupt halt beside her.

"The sewers. Could it have escaped through them? That could explain how it's always disappearing and why you can't pick up your men's signals. It could go almost anywhere in the city without being seen until it came above ground," he repeated urgently. As he spoke, the area became quiet as the team of mercenaries listened to the brightly garbed superhero. Even Commander Lee stood silently chewing the bottom of his lip thoughtfully as she processed Spiderman's theory.

Snapping back to her role as team leader, she barked to the waiting armored men in renewed zeal, "Scout the block for any possible manholes that the creature could have used. Move!" Scattering like leaves in the wind, the men scrambled to complete their orders.

"I'm looking too," Spidey called back to Audrey as he sprang twenty feet straight into the air and adhered easily to the grimy surface of the nearby building. Skittering across the brick face with a strange and almost inhuman sort of grace, he was soon lost from the commander's sight.

"No wonder we can't catch this thing…" she murmured as she stared in awe after the superhero. Shaking herself from her trace, she turned to follow her men that had went to search for the spider monster's possible escape route.

********

Spiderman hurried towards amassed group of heavy armored mercenaries as he dropped down from above by a gossamer strand of webbing. Nearing them in a jog, he saw Commander Lee within the inner circle of the circle, kneeling on the ground looking intensely down the length of an opened manhole in the center of the deserted, darkened street. Most of the surrounding streetlights had been shot out or had just burned out without anyone around to replace them, leaving the block in a dismal blackness.

As he came up beside the group, a number of the armored men shifted out of his way to allow him entrance into the circle. Spidey knelt beside the commander as she looked over towards him, "You were right about your hunch. The covering to this manhole was found thrown fifteen feet over there." -she gestured to the side of the street as she continued- "We also found some traces of spider webbing and this…"

Opening her hand, Spiderman saw the remains of a crushed radio ear link. Glancing up from behind the large bug eyes of his mask, Spidey noticed a masked expression of worry on the blond woman's pale features.

"Can we trace the tracking signal from the remaining ear piece now?" Spidey asked as he looked down into the swallowing hole of darkness that lay like a black pit in the center of the decrepit street.

"Yes, but only after going several feet below the ground. It's faint but there is still a signal. But if we wait, the creature may get far enough away that we'll lose the signal and won't be able to follow it," she answered stoically.

"Then let's go," Spiderman called as he stood straight and looked again down the gapping manhole.

"No."

"What?" he questioned in surprise at the commander's sudden refusal, "Why? You said we need to hurry."

"It's too dangerous for such a large group to try to sneak after this thing. I don't know, but it seems like your clone may be highly intelligent by the way it consistently has been able to evade our attempts at tracking and capturing it. I doubt we would get close enough to find it's lair if half my team goes down. Only one should go. That way, once we find out where the creature is holed up, we can send a message to the rest of the team for backup," she stated coldly as she too stood, "I'll go. The rest of you will wait for my signal."

"Hold it!" Spiderman cried, "I'm going too. It's too dangerous for just one person to go. Plus, you said yourself, I may be the only one to hold it off. It's part of me, so I'm coming. It's my responsibility."

"No you're not," Audrey retorted harshly, "You will wait with the rest of the team until I send a message. That's final."

"No it's not!" Spiderman argued defiantly, "I may be helping you catch this thing, but that doesn't mean I'm under your command. I'm coming too and there's nothing you can do to stop me."

By now the two had looked gazes like a pair of butting rams, muscles tensed and ready to charge each other for dominance. The soldiers standing by looked on uncertainly at how to exactly deal with the arguing superhero and mercenary leader. Regardless, they remained ready at a moments notice for any situation that might arise between the two. Unbeknownst to the wall crawler though, should such an incident have arisen, the mercenaries would have immediately backed their commander and instantly have taken Spiderman down…or at least tried.

Spiderman could see a deep flush of red shade the commander's cheeks even in the dark shadows of the decrepit street. But the vibrant hue of rage at his insolent rebellion of authority did nothing to disparage his side of the case. He was not about to stand by and watch another deal with something that possible only he could rectify.

"Fine," the woman finally huffed, reluctantly backing down, thus dissipating the rising tension that had swelled between the two. She knew she had no actual control over the wall crawler; and she also knew having him along really wasn't that bad of an idea. She knew she stood little to no chance against the creature if it found and attacked her, but she had already lost two of her men and she didn't want to lose Spiderman or any other men that night.

Even though she would never admit to anyone because of her pride or stoic nature, she had begun to feel protective of the masked man. She had always suspected Spiderman to be young, probably no older then her own twenty nine years, and since meeting him, her suspicions had seemed to be verified. And somehow that made her feel a bond between them.

She had been truthful when she said she felt sorry for him. It wasn't fair that such an injustice had been done upon him that he had to hunt down his own genetically altered clone. Deep down, she felt they both shared a common trait. Life had been unfair to both of them. Just as Spidey had never asked to be involved with the horrible science experiment that now threatened the whole city, she had never asked for her father to have been killed during a dangerous mission, leaving her in command of his team of mercenaries.

"We have to hurry if we want to catch up with this thing," she said to Spiderman as she stepped towards the edge of the manhole. To her remaining team she said, "Call in all other decoy teams and return to the copter. Go back to base and wait for my signal."

With that she slid her feet onto the metal rungs of the ladder leading down into the darkened sewers beneath where she was quickly swallowed by the black mouth of the hole as she descended far below. Following close behind, Spiderman paused with only his hooded head above street level, and called to the remaining soldiers, "If we're not back in an twenty minutes, just wait longer."

And with a joke as his final words, he disappeared into the inky blackness.

To Be Continued….

Remember, reviews are always appreciated and accepted! Signing out

-LAXgirl