Part Two

            Peter made his way towards the front door. He carefully slinked by his uncle watching a fishing show quite diligently. He smiled; looks like Ben hadn't noticed him.

            "Hold on." Ben said moments before Peter could reach the door. "You're going out with MJ tonight?" He inquired.

            "Yeah, I was going to wait outside for her." Peter replied.

            Ben squinted and stared at his nephew, "Lift your shirt up."

            Peter sighed and complied, his stomach was the only thing hidden by the long-sleeved shirt he wore. It had been the same routine for a week. Ben would check Peter to make sure he didn't have his costume underneath; he did this no matter what, even if his nephew was only going to the store. "Okay, I'll tell Mary Jane you're waiting."

            "Thanks." Peter hurried out the door and slipped out to the backyard, "Hey, MJ." He called quietly, "I'm ready."

            She opened the window to the guest room that she had taken up residence in and peered at him, "Ready?" Her hair was still wet from the shower she had just finished up. He nodded and MJ threw him his costume. "Are you sure you're going to need this?"

            "Best to be prepared I say." He smiled holding his costume tightly.

            "Remember, tonight nothing is getting in the way, no Spider-Man, no Goblins, nothing." MJ smiled, "You got that? It's just going to be you and me."

            Peter laughed, "Heck, if any of them show up I might have to protect them from you."

            MJ grinned, "Damn straight." She blew him a kiss, "I'll be down in a minute."

            A simple tower near the heart of Manhattan didn't look it and most would scoff at the claims that had been directed at it by underground crackpots but in reality the skyscraper was the home base and foundation of the mysterious organization called S.H.I.E.L.D. a group that few believed even existed and fewer trusted.

            Their leader had once been Nick Fury a man of vision, a brilliant leader; a dead fool. He'd died in flames at the climactic battle that saw Spider-Man and the Venom symbiote separated.

            Now the role of leader had fallen to his second-in-command, a young inexperienced officer with a simple name, Jan. She watched the security camera feed carefully. Change was in the air, she could smell it as easily as she could detect the potent stench of death.

            On the camera feed, the Lizard worked silently at his post. He was handling the chemical mixtures with the black ooze which had become Venom captured in an inescapable container just several feet in front of the reptilian creature enclosed inside a special chamber.

            The Lizard would soon claim victory over her. He was gaining respect and control even as she lost hers. Lizard had gone through the effort of becoming familiar with the soldiers around the base, the scientist in the labs, even the janitors in the halls.

            He was surprisingly charismatic and made close ties despite the initial shock at his appearance. She could barely oppose him anymore without the men staring at her angrily for denying who they had come to accept as their friend. They couldn't understand what Connors had become.

            The Lizard was merciless; she had seen evil brewing in his eyes. She had tried to tell the men but they didn't believe her. Connors had done his work well; the men of S.H.I.E.L.D. almost looked at the Lizard as their new leader.

            Fury could have convinced them, he would have. She was not Fury. Jan couldn't kill him, not just because of his needed work on the mixture that had created his miraculous formula but because the men respected the Lizard so.

            Connors looked away from the mixture as it glowed brightly grin, he was meeting with great success while she strived to even survive. The Lizard looked at the remote camera in his lab, through the camera, the electrical wires, through the panels into her eyes and smiled.

            Otto Octavius smiled as his staff entered the lab from behind the glass face-plate of the radiation suit he was wearing, "Now for security reasons I need everyone to stand behind the secondary blast shield. Everything will be fine, I'm sure, but certain precautions must be taken."

            Otto spent a moment wrapping the metal band that was directly connected to the metallic tentacles that were crucial to this experiment around his gut.

            He extended his arms and handled the control box, pulling switches and twisting knobs. In response to his commands the metal tentacles reached out from the metal band and scraped against the Fusion chamber, "If everything goes well, we will be on the covers of Time Magazine by next week."

            The HobGoblin cackled in anticipation secluded in his office. His meeting with Spider-Man would be in just a few days and the mechanisms behind the plan that the HobGoblin conceived of would be set into motion.

            It was perfect really, not only would this opportunity present a chance to destroy Norman Osborn once and for all but remove Spider-Man as a loose end.

            "This was really a great night." MJ said cuddling Peter as they both sat on a bench looking out at the Hudson River cutting its way across New York forcefully. "I'm really glad we were able to enjoy it."

            "So am I." Peter replied quietly fondling her hair gently, "I know I haven't been there for you in the last couple of days, I'm sorry, I shouldn't let this whole superhero gig get in the way."

            MJ shrugged, "I understand, you have thing you have to do."

            "None of that is more important than you." Peter replied warmly. She stared into his eyes so lovingly, reflecting her own vulnerability. "You mean everything to me."

            She smiled, "Peter, I've always been in the way. Throughout my life, well you know, I was told what a nuisance I was day in and day out and reminded of my own uselessness, if not by my father's drunken ranting than my mother's own negligence. I've been with other guys before but when I was in their arms, I was afraid."

            Peter lowered his eyes, "Why?"

            "I didn't want to end up with somebody…like my father." MJ grabbed Peter's hand and held it in her palm, "I didn't."

            "That's behind you now." Peter said firmly, "He's out of your life now, everything will be okay."

            MJ frowned, "That's the thing, I know how life hasn't been exactly kind to you either and why you do what you do, but how long can this go on?"

            Peter rocked his head back, "What do you mean?"

            Mary Jane was handling this as delicately as she could and spoke softly, "It's kills me every night that you go out there and I have to sit by the window and wonder if you're coming back before the sun rises or if you're even alive at all. If we do end up with each other, I'd rather not end up alone because one day somebody got a lucky shot off you."

            "What are you asking me?"

            "I'm asking you to consider giving this role up." MJ looked deep into his eyes, "You've done so much good; you shouldn't be forced to repay your debts with your own blood."

            Peter was quiet. No more was said that night, but a mood of gloom had set in and for the first time in a long time, his costume became suffocating.

            "Get out!" Otto screamed to the horrified scientist amid the klaxons and flashing red lights, "Get out while you can!"

            Something had gone horribly wrong. The power conduits had failed to channel the energy properly. It had been a freak accident without any way to avert it. Otto stepped back from the fusion chamber. His eyes darted back and forth for an escape but there was none to be found.

            The scientist pounded on the exit screaming for a release but due to the power surge everything was locked down. They were as doomed as Otto. It was over, he was finished.

            He stared at the power levels going off the charts on several of the indicators. No, his tentacles were made of the most durable materials on the planet; there was still a chance for them. In his youth, Otto had entertained the idea of being a hero while the bullies picked on him shattering his esteem. Eventually he decided heroics were the antics of the incredibly foolish. It was time to be foolish.

            Otto sprinted forward creating the best barrier that he could with his immensely powerful tentacles and then the chamber exploded. The fury of the explosion was more than Otto could take. It felt as if his entire universe had collapsed and all he knew was pain.

            Despite his efforts, the scientists were vaporized while Otto was thrown through the solid steel walls, seconds ahead of the raging fire that spread throughout the entire lab. The power of the chamber saturated his cells, they warped the machinery strapped to him and in this moment of utter violence he was reborn.