Peter quickly shot a web strand and landed onto the building. He quickly glanced up and saw Otto looming over him.
"You'll pay for this!" screamed Otto as two of his tentacles reached for Peter. Peter quickly flipped away as Otto climbed toward him. Peter dropped in mid-air and grabbed a nearby flagpole post. He twirled on it several times and dropped to the ground. Octavius was close behind. When Octavius reached the ground, Peter released a large web net at him. Using his two lower tentacles, Octavius easily dodged it. With his other two tentacles, he grabbed Peter and brought him close to his face.
"Parker," he whispered, "when will you learn your lesson?"
"I learned a pretty interesting lesson a few days ago, and I actually got a pretty grade on the pop quiz that came after that lesson, but-" Before Peter could finish, Octavius flung him. Peter braced himself for the hit, but it never came. Peter looked up and saw an African woman with white hair drop him gently onto the ground.
"Thanks," said Peter as he stood up. The woman was about to land next to him when Octavius's limb grabbed her waist. Suddenly, a red optic beam hit Dr. Octavius as he dropped her down. Peter quickly turned around and saw a man with a black visor and another man, who had three claws on each hand. On each of their uniforms, he saw a small silver X enclosed in a circle.
'So this must be the X-Men,' thought Peter as he stared at them.
Gwen Stacy couldn't take it anymore. 'Sorry, Mary Jane, but I just can't look after Ms. Parker anymore. I'm too worried about Peter.' She had seen Peter and Doc Ock fall to the ground below through the window, and now, she was deeply concerned. She quickly walked out of the room and down the stairs. When she reached the lobby, she saw Peter and three people in leather uniforms fighting. She saw Doc Ock grab Peter and fling him through the doors of the hospital.
"Peter!" shouted Gwen. She ran towards him and knelt beside him.
"Are you OK?" asked Gwen. She helped Peter sit up. He shook his head and looked up at her.
"Miss, what are you doing here?"
"Peter, I'm looking after your aunt, May Parker."
"My aunt?" asked Peter, trying to sound surprised, "Miss, you-uh-must be mistaken-I-"
Suddenly, Peter heard a roll of thunder and saw the X-Men trying to fight Dr. Octopus. He turned to Gwen and trying to look authoritative, he straightened up.
"Look, ma'am. I don't know what you're talking about or what you're doing here, but I've gotta help those guys out. I strongly suggest that you stay inside, but away from this floor."
Without looking back, Peter swung out and joined the struggling X- Men.
Storm's eyes turned white as she summoned dark, threatening rain clouds over the scene. She used her hands to throw bolts of lightning, but Doc Ock quickly climbed onto a nearby skyscraper. Cyclops threw a large optic beam at Doc Ock, who was unable to dodge his attack. He fell down to the ground below, and Logan roared as he charged at the Doc.
Octavius easily used his tentacles to block all of Logan's attacks and hits. When Logan tried to punch Octavius, one of his tentacles flung him against a nearby building. People were running away from the scene in panic. Using three of his tentacles, he grabbed all of them. The situation seemed hopeless as the heroes continued to struggle against their tight grip.
"FOOLS!" screamed Otto, "Now who will protect you?"
"Actually," replied Peter, "the question is who will protect you!" Octavius turned around to see Peter swing toward him with a kick. Octavius loosened his grip on the heroes, who all fell to the floor in exhaustion. Octavius began to climb up the building as Spidey quickly followed behind. He grabbed several flower pots and threw them at Peter, who quickly ducked.
"Hey, I never knew I was battling Martha Stewart!" screamed Peter as he dodged another flower pot. Peter landed in front of the Doc and threw an uppercut. Octavius took the blow and blood started pouring from his jaw.
His tentacles reached for him. Before they reached him, though, Peter shot another web net at them and jumped over Otto. Otto was struggling and trying to free his tentacles from the sturdy webbing.
"Hey Ockie, I'm proud to announce that you'll be the first to see my new trick!" With that, Peter quickly formed a whip made out of webbing, and with a flick of his wrist, it wrappd around Otto's waist. Using all the strength he could muster, he raised Otto and banged him against the wall. Otto grew limp and fell to the ground just as the X-Men began to get up.
Peter quickly jumped down and tied Otto in a web net. Just then, Peter heard loud sirens and turned around to see several police cars lining the street.
"Freeze!" screamed Captain Stacy as he got out of his car and pointed a gun at Peter, "All of you are under arrest and have the right to remain silent!" As the officers surrounded the heroes and pointed their guns at them, they didn't realize that a thin mist was forming around the four heroes' feet until it was too late.
"What the hell?!" whispered Captain Stacy as a thick fog veiled the heroes from his view.
"Let's go!" said Cyclops. Storm-whose eyes were still white-grabbed Logan and Cyclops and soared to the roof. Peter leaped onto the building and quickly climbed up the wall. Unfortunately, Storm had not veiled Peter, and as he climbed up, Captain Stacy spotted him. He quickly aimed his gun and fired away as the officers around him started shooting bullets at the wall-crawling hero.
Gwen Stacy saw her father shooting bullets at Peter. 'Oh my god! I've got to stop him!' she thought. She quickly ran towards her father.
"Stop!" she screamed. Captain Stacy turned around to see his daughter running in the path of a dozen bullets.
'Spider sense is tingling!' thought Peter. He quickly saw Gwen running towards her father. 'That's odd. Nothing's-' Suddenly, Peter heard a shout and looked towards Gwen's left: to his horror, he saw a dozen policemen trying to aim their guns at Peter, but none of them realized that Gwen was running towards them until it was too late. Peter quickly dived towards her just as they all shot their guns.
"Gwen!" screamed her father, "Get out of the way!" He was about to run towards her when he saw her disappear and soar into the air as a red and blue blur. The police were about to shoot at Spiderman, but Captain Stacy ran in front of them.
"Stop shooting!" screamed Captain Stacy. Captain Stacy looked after the red and blue blur and saw it land on a nearby roof.
"Stay here, and take care of Doc Ock. I'll take care of Spidey," he said as he ran towards the roof. The police officers turned their attention to Doc Ock, who was still covered in Spidey's webbing. One officer noticed a small slip of paper on one of the Doc's tentacles.
"Hey, Paul! Look at this!" said the officer as he pointed to it. His best friend turned around and saw the slip of paper with five words hastily scribbled on it: "Courtesy Your Friendly Neighborhood Spiderman."
Peter soared through the air holding Gwen tightly in one arm and releasing a web strand. Peter had mistakenly judged his landing and instead of landing on his feet, he fell on his back with Gwen lying on top of him. Peter was about to get up when Gwen pushed him down.
"Uh-miss-"
"Parker, don't fool with me," said a defiant Gwen, "I know it's you."
Peter tried to laugh it off, but underneath his mask, his face was growing red. "Miss-you"
Before he could finish his sentence, though, Gwen's hands reached for his mask. To his surprise, he didn't stop her. She didn't open it, but instead, she opened it slightly until it revealed his lips. She leaned forward with her eyes closed and kissed him. Peter felt his head floating. 'No, I can't do this,' he thought, but he didn't pull back. Instead, he kissed back-hard. They laid there, kissing each other passionately under the moonlight. Peter felt his heart soar and remembered the time that he and MJ had kissed in the rain. 'What about MJ?' He quickly pulled back from the kiss as Gwen turned her head away with shame in her eyes. She quickly got off Peter and stood up, hugging herself as Peter pulled the remainder of his mask over his lips.
"I'm sorry, Peter," she whispered, "I shouldn't be doing this. I know you love Mary Jane, but-" Tears flowed from her eyes. Peter couldn't bear to see Gwen in tears. He tried to console her.
"Gwen-I-I-don't-I mean-I-" Both heard a loud bang and saw Captain Stacy in the door. 'And that's my cue to leave,' thought Peter as he quickly stood up.
"Freeze!" screamed Captain Stacy. He quickly reached for his gun, but by that time, Peter had swung away. Captain Stacy quickly walked toward Gwen and hugged him. Gwen, however, angrily pushed him away.
"Gwen, what-?" She turned around with anger building up in her eyes. The tears were still flowing.
"How could you do that to him?"
"Gwen-he's-"
"Spidey saved my life twice. What more proof do you need?!?" she screamed.
"Gwen, let's just go home to-"
"No, Dad. I'll go home by myself."
"I was just trying to protect-"
"Dad, you can't protect me all the time! I'm not your little girl anymore!" With that said, Gwen walked past her father with the tears flowing freely from her eyes.