A/N: Okay, to clear up any confusion about my timeline. This is set during Exile. For the Spiderman timeline this is set after the movie, I just changed the ending slightly. Basically, MJ was knocked out during the fight with Doc Ock and didn't see Peter without his mask. Harry still knows and MJ hasn't had her wedding day yet. Hope this helps clear up any confusion. Thanks for the reviews.

Ch 4

As soon as Spiderman landed at the construction site his Spidersense started going off at full blast. Most of the construction site was dimly lit or not lit at all, except for one corner, where a spotlight bathed a small area with its light. It seemed as if danger could be lurking anywhere. Spiderman moved toward the light to try and see if he could better tell where his opponent was hiding.

"What? Is the spider afraid of the dark?" Clark teased him. He had no trouble seeing because he had used his X-ray vision to know exactly where Spiderman had landed.

Spiderman could only barely make out a shadow moving in the darkness. He knew the guy was trying to make him mad by taunting him. He was expecting Spiderman to make a rash decision and come charging at him. Spiderman knew that a full on frontal assault was not going to work. He was going to have to turn the tables and bring his opponent to him, instead of taking the fight to his opponent.

"So, you think you're so tough? I don't see anybody tough around here. I just see someone who's a coward, hiding in the dark. Don't tell me that you're afraid of little ole me?" Spiderman goaded him. Come on big guy, let's see what you can do.

Rage flared up in Clark as his eyes glowed red. "I am not a coward" he yelled as came charging out of the darkness toward Spiderman.

As soon as Spiderman saw Clark approaching him he shot a web net between two steel girders. Clark raged forward in a blind charge right into the trap. "So, what was that about me being pathetic?" Spiderman asked, smiling.

Snap. Snap. As Clark surged forward the threads of the net began to break. The smug exporession on Spiderman's face slowly turned to one of concern as the threads continued to break. He backed up to give himself some room to think of what to do next. Okay, so maybe this wasn't a good idea.

"You thought that could stop me? Nobody can stop me!" Clark bellowed as the last thread broke and he started slowly toward Spiderman with a menacing look on his face. Suddenly Clark blurred forward and pinned Spiderman by his neck up against a steel girder next to the lone spotlight.

"Well, why don't you give me a chance before you say I can't do it? Spiderman retorted as he tried to figure out a way to move the seemingly immovable arm that was pinning him still.

Spiderman found that he was starting to have trouble breathing and was going to have to try and come up with something quickly. He spied some cement blocks laying left over nearby. Those just might work. He shot a web out from both hands and grabbed up two cement blocks. His brought his hands together and both blocks smashed into each side of Clark head instantly disintegrating.

"Well, that didn't work. Any other bright ideas, Einstein?" Clark said smugly. Spiderman had to admit he really didn't have any other ideas at this point. If smashing two cements blocks on this guy had no effect, then he didn't know what else would. He knew he was going to have to come up with something quickly, because darkness was starting to close in on his vision, and he would be unconscious or dead soon. At that moment, Spiderman noticed a difference in his opponent's eyes. They seemed to get a far away look in them, as if he wasn't aware what was happening at that moment.

At that exact moment, a memory flashed through Clark's troubled mind. There was Jonathan and a young Clark were sitting on the ground outside of the barn. "Clark, I want us to practice with your strength. Okay?" said Jonathan.

Clark replied, "Okay, Daddy."

Jonathan then showed that he held a chicken's egg in his hand. "Now, Clark, this egg is really fragile."

"What does fragile mean, Daddy?"

"It means that is will break really easy, so you have to be gentle with it.", Jonathan answered.

"Okay, Daddy, I will try my best.".

"That's all I ask, son" Jonathan replied. Then Jonathan gingerly handed the egg over to Clark. Clark's little face was scrunched up with intense concentration to begin with as he tried to be very gentle and not break the egg. Then after a few seconds with the still unbroken egg his face chanced and he beamed the biggest smile that a small child could have.

"I did it daddy, I didn't break it." Clark squealed with delight.

Jonathan replied, "I am proud of you, son."

As the memory flooded over him Clark had unconsciously loosened his grip, then he backed away from his opponent as a war started within his mind. When Spiderman saw that the boy had backed off he slumped down and tried to force air back into his lungs.

Inside Clark's mind the war raged on.

No, I can not hurt someone.

Just, like you couldn't hurt Chloe, or Lana or your parents. Come on he is the only thing standing in your way. Look at him. He is weakened. Get him!

No. This is not me. This is not me.

What do you mean this is not you, this isthe real you.

Clark's breathing was heavy as he reached shakily for the ring to remove it. At first it seemed stuck, but Clark eventually pulled it off and it fell out of his hand and rolled down the concrete a little way.

It was then that Spiderman saw a sight that he didn't think he would ever forget. The boy dropped to his knees with his back arched outward, then this mysterious red glow seemed to emanate from a strange symbol on the boy's chest. Then the boy let out a scream that would make any person blood run cold as it seemed the symbol was being burned off his skin right before his eyes.

Clark then dropped to the ground nearly unconscious and emotional and physically exhausted. He tried to get up but found that he did not have the strength and he fell back down to the ground. He turned his head toward his once adversary and managed a whispered, "Help me, please."

Peter really didn't know what to do. This person who had only moments earlier tried to kill me seemed to now be needing his help. He was a little afraid to approach him thinking that it might be a trap. He cautiously approached the nearly limp figure.

Again Clark whispered, "Please, help me." Peter saw that the menacing look that was earlier in his eyes was gone replaced by what seemed to be intense sadness. Just then police sirens could be heard off the distance getting closer to the combat zone. Peter knew if he was going to do something he was going to have to do it quickly before the cops showed up and started asking questions.

"Okay," Spiderman said, "Let's get you outta here." Clark told him where he was staying and Spiderman webslung them over the New York skyline toward Clark's apartment.

Unbeknownst to either participant what that someone had watched the whole scene unfold. The mysterious person then quickly walked out of the shadows and over to the construction site to pick up the object that had been left without any thought of who might find it.

The door to the apartment was not locked and Spiderman eased Clark inside.

"Whooooo." Peter whistled to himself when he saw the inside of Clark's apartment. "How does this guy afford this nice of a place?" Well, you did just check him robbing some ATMs.

Clark spoke breaking Peter from his thoughts. "I'll be O.K." Clark said as he attempted to walk over to the bed. He made about two steps before starting to crumple to the floor.

"Yeah, you really seem alright." Peter said as he caught Clark before he completely fell to the ground. He then helped him over to the bed.

"Really, I'm fine", Clark said as his eyelid demanded sleep and he fell backwards onto the bed. Peter left quietly as the not to disturb the now resting young man. Clark fell into a restless asleep with a myriad of images floating around on the edge of his consciousness but none stayed long enough for him to get a grasp on them.

Spiderman swung back to his apartment unsure of what had just transpired. It still just didn't make any sense to him. How could someone move that quickly or have two cement blocks smash against their heads and the only damage it to the blocks. No, not only were the blocks damaged they were instantly pulverized. Then suddenly he went from a raging madman to being unable to even stand up on his own. No, this definitely didn't make sense. He wasn't even sure why he helped him. Then he knew why it was the look in his eyes when he asked for help. The one thing he did know was there was more to this story and he wanted to know what it was.