Peter briefly wondered why all his fastest cross-town web excursions were motivated by Gwen as he pushed his aching body to shoot further, swing faster, race across the town like a restless ghost who no longer felt gravity or air resistance. Carrying Gwen at top speed through town to Strange's was the first time he had accomodated a passenger, and the unfamiliar balancing had worn him more than a trip three times that distance normally would. Now he was in full mesh, whipping through the night like a dislodged shadow, trying to prevent further intra-family assault.

He cut through the air like a diver, only moving up instead of down. There, at the end of the block, was Strange's house. Peter spun in mid air and fired a web at the lamp post, reaching the end of his upward arc and using his downward momentum to whip that direction; he let go of the web moving fast in a flat spin. He nailed the corner of Strange's brownstone and tugged hard, for he saw a face in the window, the terrified visage of Gwen Stacy with a look he would carry to his grave—duck, sweetheart

and he smashed through the window, over her startled head and into John Stacy, hurling him back and smashing into the locked door leading to the hallway. The two figures toppled through the hardwood, Stacy taking the brunt of the blow. Peter hopped back lightly, suddenly cold with the thought he might have killed the old man.

No need to worry. John was on his feet with catlike grace. He smiled, blood flowing from his nose and mouth, his eyes feral.

Peter's mouth opened to start up the witty repartee, then he realized Gwen was standing there; she would hear him. He couldn't reveal himself to her. Not yet. He gritted his teeth and shut up.

No need to fight here. Peter darted in low, and John's swing went wide. Peter rolled upside down, put his foot up and touched the amulet with his toe. Adhering to it, he rolled back out, tossing the amulet up with his foot and catching it neatly in his hand.

John folded, thudding down on the carpet. The amulet didn't leave people gently.

Gwen peeked out of the room, shaking.

"It's over," Peter whispered, smiling, relieved, hardly noticing that he had slipped the amulet into the mesh over the back of his hand…

xXx

They had just finished loading the semi truck with the last of their gear from their former base. The thug walked up to the Owl. He smiled, even though his nose was taped and his eye was swelling and one arm was in a sling.

"Your plan worked, Master," he said. "The amulet is in circulation. Great pain and sorrow will result."

"I need it back," the Owl hissed. "To become the greatetht athathin of all time. Onth it'th done with Parker." He smiled, his filed teeth gleaming. The thug grinned back, his teeth still pink from his earlier beating.

A strange, chill wind whirled around them. Fifteen thugs moved to surround their leaders, looking around uneasily. The Owl sniffed the air, his head moving in peculiar jerky motions. "Thomething'th coming," he murmured.

The chain link fence bent over and crumpled in a twenty foot section. A dark, saturnine man in a red coat walked deliberately over the wreckage and faced them.

"Oh," the Owl said, blinking rapidly. "Oh."

"You don't know me," the man said softly. "You never will. I have come to stop you. Never again will you unleash forces like the Wings of Needless Sorrow."

The Owl and his thug exchanged a glance, and then all the thugs opened fire, their bullets shredding through the air and pounding the man, throwing him back through the air as they mashed through his coat, punctured his flesh, tore him to pieces.

"Kyaaa!" howled the strange man in goggles, triumphant. Police sirens flared up not far away.

Then a peculiar light touch on the back of his head; "Stay back," the stranger's voice said, and the thugs whirled to see him standing behind the Owl. "Your master commands hypnosis, but the reality of illusion is mine. Tell them to drop their weapons, Owl."

He gestured; they dropped their weapons. Strange leaned his face in close to the Owl's ear. "Now listen carefully, hedge wizard. I'm going to search you, to see what you can and cannot do. Resist me, and I'll still find out what I want to know but you will experience extraordinary pain." Strange let his eyes drift half closed, and the Owl made peculiar whimpering noises as he twitched. He struggled, then shrieked as a small line appeared in Strange's forehead. Blood squirted into the goggles from the Owl's tear ducts, and as the Owl trembled the blood danced behind the glass, the lenses a third full.

"They always resist," Strange said softly to himself. "I will let you live, Owl, but you will never again be able to use your magic. I have spoken."

"Nothing changeth, withard," snarled the Owl with a whimpering hiss as Strange released him. He collapsed, his voice on the edge of tears. "Onth releathed, the Wingth will do what they mutht do!"

As silently as he had come, the stranger left. Police cars screamed down the street, closing in on the scene of the firefight.

The Owl and his followers did not wait to be arrested. By the time the police arrived the lot was empty.

xXx

"It was horrible," Gwen said in a weak voice. "He said… he said he would kill me… with his bare hands, just for the feel of my bones snapping under his grip…"

Peter stood, every muscle taut. Gwen sensed something was wrong.

A dark wave swept around him, and as Peter resisted he felt it encircling him, pushing him down. As he struggled against the killing urge, he absently wondered how long John had lasted. Then he dropped to one knee with a hoarse gasp, gripping his skull as though it were about to explode. Gwen's eyes widened; she knew what this meant. She grasped her father's shoulders and tried to drag him to the stairs.

Peter felt himself bending. "Strange!" he shouted as a last effort to resist, then he was…someone else. The amulet flared beneath his mesh.

"Where are you going," the spider ghost asked softly.

Gwen dragged her father's body down the stairs, her desperate gasps carrying tears in them.

The spider ghost moved to follow, then hesitated. The Wings hesitated. Something in this one was not entirely human…the spider ghost bore no particular love for these two. The dark magic was, for a moment, confused. So was Peter Parker. So was the spider ghost. The three of them struggled for supremacy.

Gwen reached the bottom of the stairs and threw her last desperate strength into dragging her father out the front door.

"Must—not—follow," gasped Peter.

Then the dark magic got it all sorted out, and plunged the other two beneath its weight. The spider ghost lazily bounded over the railing and landed in front of the door. He opened it, and came face to face with Doctor Strange.

Quicker than thought, the spider ghost's fist whipped out and smashed a crushing blow through Strange's head, which vanished like smoke in the same instant his coat flared towards the spider ghost, effortlessly lifting the two up and whacking them against the back wall. The spider ghost had it figured out before they hit the wall. Strange was an illusion, but his coat wasn't!

He whirled to the side, but the coat countered him. He slid up the wall, and the coat was on him. Lashing out with his leg to kick the coat away, it swirled over his leg and pushed him over against the wall. Then Peter had the most peculiar sensation…

xXx

Strange hastily finished the protections to keep his body empty while he was gone, hoping his coat had reached the scene in time to prevent a tragedy. He finished the last chalk mark then sat in lotus position, breathing in for the space of three heartbeats and then with the skill only an accomplished master possessed slipping free of his fleshy vessel, bounding clear into the Astral Plane.

In an instant he was back at the house, and he saw the four entities battling on the wall; Peter Parker, the spider ghost, the Wings of Needless Sorrow, and his coat. Diving into the fray he gripped the Wings, amorphous gray wickedness distilled to a life force all its own.

They grappled.

The wings were pure foulness and evil and sadism, but Strange did not let them taint his ghostly form. The Wings had taken three hosts, and each one had put up a fight. Strange gripped it, tugged it, twisted it, wrenched it, and the battle was over. He forced the magic back into the metal, then whipped back to his body in a heartbeat before his body had even exhaled.

Peter dropped to the floor. The coat whipped away from him, out the door and up into the night. He lay on the floor panting, blood flowing from his nose. He remembered taking the amulet from John Stacy, but after that nothing…

He tore the amulet from the mesh on the back of his hand and let it ring from the floor. He stood shaking, staring at it, feeling filthy. He blinked, then ran up the stairs and into one of the guest rooms. Tearing open the wardrobe, he pulled out a suit and scrambled into it with all his unnatural speed. Doing the best he could, he dabbled the blood off his face. He darted to the stairwell, dropped down, was through the front door. There; halfway down the block Gwen was dragging her father. Peter bounded up the building and was ahead of her in no time. He dropped to the cross street and strolled to meet her from the other direction.

"Gwen, what happened?" he asked, shocked.

She whirled with a yelp, then almost collapsed with relief. "Oh Peter it was horrible, I don't know where I am and dad tried to kill me and there was this creepy house and I don't know where I was all afternoon oh Peter what happened I don't know I—"
"Ssh," he said, pulling her to him for a moment. "Let's get you home." Only he saw Strange drop from the sky to the pavement behind the group.

"Perhaps I can help?" Strange said, and Gwen spun around again, breathless.

"Doc, just the man I was coming to see," Peter said. "Can you help?"

"I'll do my best," Doctor Strange said with a peculiar smile.

xXx

"This is your house?" Gwen asked warily, looking at Strange askance.

"Yes," he said shortly. He propped the half-conscious retired police captain in a chair, and Gwen and Peter sat on either side of him. "I'll get some tea on," Strange said, "then tend to those stitches for the captain."

"I want some answers," Gwen said, anger trembling in her voice.

Strange turned and looked deep into her eyes. "You will forget them. And the questions."

For a moment she sat frozen, mouth half open, eyes dilating. Peter bowed his head.

"Please," came a hoarse whisper from the captain. "Please don't do that to me."

"Why?" Strange asked the captain. "Surely it would be simpler for this event to go away, rather than forcing you to deal with the questions and the answers. I'll cover the emergency room bill. Your house was broken into, end of story."

"No," Stacy said, shaking his head. He blinked, his eyes clearing. "A man is the sum of his experiences, when all is said and done. Even the unpleasant ones. I earned these memories, and these questions. You must not take them from me. Please," the captain said again, his voice quiet. "I won't compromise what you're doing. I am dying of curiosity, but I'll respect your boundaries. Just don't… don't take anything away from my mind."

"Doc?" Peter said.

Strange sighed. "Don't make me regret this, Stacy," he said, his voice grim.

Stacy let out a sigh of relief. "I suppose this is too soon to ask for an explanation."

"Entirely," Strange said. "What explanation you do receive, if you ever get one, will come from Peter."

"And I'm not sure I know everything that's going on," Peter said, looking pointedly at Strange.

"For now," Strange said, "the story is over." He held up the disc of metal, and Peter held his breath.

Strange laughed. "I have defeated it," he said. "It is inert until some nimwit wakes it up again."

"The amulet," Stacy mused. "It revolves around the amulet."

A smile flitted across Strange's face. "Yes, the amulet is coated with a psychotropic drug that lowers the resistance of the human mind to suggestion. The man who gave it to Gwen was a master hypnotist, and his accomplice waited for the amulet to come to you so you could be influenced in turn. In fact, if you stare into the flat metal here you will feel yourself become hypnotized. As a hypnotist myself, and a chemist, I have arranged for myself to be immune. Does that help?"

"Lots, thanks," the former captain said, keeping the rest to himself. He watched Peter for a moment.

Peter took a deep breath. "Let's deal with the rest of this tomorrow. I'm exhausted," he said.

"Where are your shoes?" asked Captain Stacy, looking at Peter's bare feet.

The Doctor pulled out a kit with a crescent needle and thick black thread.

xXx

Peter walked toward the Stacy residence, noting the repairman at work replacing the dining room window. He knocked, and John opened the door.

"Morning, Peter," he said, and he returned to the den after letting him in. "Gwen's upstairs."

"About yesterday," Peter said, following him into the den. Stacy picked up his pipe and lit a match.

"Peter," he said carefully, "I know enough about what's going on to know that you're a good kid wrapped up in some heavy stuff. When the time comes when you need someone to talk to," he said, studying the pipe bowl as he lit the flame, "I will be there for you. Just do me a favor, please?"

Peter waited wordlessly.

"Don't lie to me." The captain made eye contact briefly, then returned to his paper.

"Thank you, sir," Peter said, and he backed out of the room and headed for the stairs.

"Gwendie, you up there?" he said.

"In my room," she called.

He trotted up the stairs and leaned on her door frame. "You okay?" he asked.

"Yeah," she said absently. "Just painting."

He looked at her painting. With black paint on a canvas she had roughed out the shape of the amulet on a white background.

"So, what are you painting?" he asked.

"A shape," she said vaguely. "Something about it is familiar somehow."

"Yeah," Peter said, distracted; he noticed for the first time that the amulet, stylized as it was in Gwen's painting, also resembled a crouched spider. The notion stopped him cold, and he looked at the painting, losing his train of thought.

"You too, huh," Gwen said, looking over at him.

"Me too," Peter said. "Look, we need to go to the store to get food for lunch with Aunt May tomorrow. I was wondering if you wanted to come. If you're on a roll with this, I can do it myself," he said.

She looked at him, eyes unfocused for a moment. Then she blinked. "No," she said. She blinked again and tossed her brush in the paint water. "No," she said, sounding more businesslike and sure. "I'll go with you. This'll keep."

Peter smiled and extended his crooked arm. She threaded her arm by his and they walked to the stairs.

"Bye dad, be back later," Gwen called.

"Take care," he called back from the den. "Be good."

They trotted down the front steps and walked down the sidewalk. Gwen looked at the shattered dining room window and the workmen that were replacing it.

"I wish I knew what punk broke out our window," she said. "I'd like to get my hands on him."

"I bet you'd make a mess of him," Peter said. "Probably punch him through a door or something."

She laughed. So did he.

xXx

The front door opened and Aunt May walked in, followed by Peter in his best suit and tie.

"Why Peter," Aunt May said, "it smells like roast beef in here."

"Ta daa," Gwen said, stepping out of the kitchen and pushing stray hair back from her face with the back of her hand. "Lunch is served! How was church?"

"Dignified," Peter replied. "Now, Aunt May, you know this is all class. In the dining room, even," Peter said with a smile. "On the china."

"Oh, Peter, Gwen, how nice," Aunt May said with a smile. Peter helped her out of her coat.

"After lunch," he said, "we're taking you to get a manicure. No use resisting, we already have the appointment."

"You two," she said, blushing. "Well, thank you."

Without further ado they sat down to eat, with roast beef and carrots and potatoes and salad. Cheesecake was served for dessert.

"I'm positively stuffed," Aunt May declared at the end of the feast.

"We're not quite through with presents," Gwen said, a twinkle in her eye. Peter raised his eyebrows, but Gwen ignored him and headed for the living room. She returned with a picture frame, turned glass away from Aunt May.

"This is a present I painted for you myself, Aunt May," she said. She turned it around.

"Why, it's beautiful," Aunt May said, her hand straying to her neck as she looked it over. The still life painting amazed Peter too.

A beautiful dim vase dominated the painting, with a spray of orchids spilling from the top. It stood on a glass table with silk draped around one side of it. Within the vase's outline Peter made out the shape of the amulet that had started the painting. It was concealed, overlaid, become beautiful.

Peter felt his throat constrict and he felt heat in the back of his eyes. The image was overcome. Defeated. He looked at Gwen and felt a strange pride welling through him. He saw his own emotion echoed in her eyes. Something ugly had become beautiful through her.

They were suddenly aware that silence had fallen in the room, and Peter felt himself laugh. He got up and hugged Gwen, then carried the painting into the living room. "This is perfect for the living room," he said. "Right over the couch."

"I say, that is a good place," Aunt May said.

"Let us do the washing up," Peter said to Aunt May, "then I'll take you to the manicure shop."

"No rush," she said, settling herself and picking up her knitting.

Peter and Gwen quickly cleared the table and stacked the dishes, then ran dishwater.

"How about you wash," Peter said. "I'm not the one with an appointment with the manicurist."

"You are such a weenie," Gwen said, smiling.

"Yeah, don't tell anybody," Peter said in a conspiratorial tone.

There was a quietness between them for a moment as the dishwater ran, then Peter sighed. "You are so beautiful," he said. "Not just the way you look, but the way you are. You know," he said, taking her hand and pulling it to his chest as he looked into her eyes, "you bring wonder to my life. You bring things I wouldn't know I didn't have without you there to show me. You bring me a kind of beauty I could never get any other way."

She blushed furiously, but her eyes drank in his gaze. "Why Peter Parker," she said, "I do believe that's the nicest thing anyone has ever said to me."

He swallowed hard. "I mean it, too."

She opened her mouth to speak and couldn't. She blinked, her eyes shimmering. "I know," she whispered.

For a long moment, they just held each other.

Then the moment slipped away, and they cleared their throats and turned their attention to the task at hand. In no time, the dishes were polished and put away. Peter and Gwen headed out to the living room, where Aunt May was pulling on her coat.

"Well, young lady, we better be on the move," Peter said.

"I'm ready," she replied, patting at her hair. "You know, I just love you two kids to death," she said with her sweetest smile.

Peter and Gwen glanced at each other, and for just that moment Peter thought that was the weirdest, funniest thing he had ever heard.

6