Red Witch: You know that does have possibilities thanks for the idea.

A.J. Starhiker: Believe me I TRY with the spelling but I still miss a few now and then. It's not easy for me and I do my best I can only ask that you try and forgive it, I got good ideas for stories but actually writing them isn't easy.

Malciah: No he wouldn't have anything like that to Kurt, since those creatures didn't either.

Lil Jean: I thought there was some Jean/Scott in it? Well there is some more planned so don't worry.

Sparky Genocide: Well I wanted to blend in the Spidey and X-men universe more. And yeah I like the May and Logan parts too. It's just funny how she seems to control the guy.

Joseph McKinley: He'll face it on his own then with the team, and Xavier will be needed near the end of this story arc too.

oceanbang: Glad you liked those plots, as for that...I'm not sure.

Kaliann: lol, your reading this while in school? That's a new one on me, hope you don't get in trouble one day for it.

The Uncanny R-Man: Well I did not know that, hope you like my take on the Lizard.

Bobtheheadlesschicken: Lizards aren't blue, I think you thinking of something else, and you're right about something bad happening.

Mark C: Yeah I can't have him in everyone, but he's in this one for you.

Lord Destroyer: Yeah there is something about how May can control him isn't there. I might leave them out until say a sequel or something, their just background for now. As for April, the one in the 80's was a brunette it's the current one that's a red head.

X-Over: He'll kind of go through what Hank went through, and the Lizard will be kind of a mindless creature like it originally was.

slickboy444: Yeah nothing well will go for the good doctor and I'm glad you liked Amanda's little part. That was something I wished they had showed in the show.

And thanks to: psychobunny410, supergirlhv, Ldypebsaby, Red Jeanie, SmacksKiller, Actiondude, Ivan Alias, Morlin

SPIDER-X

CHAPTER 35: CURSE OF THE LIZARD PART 2

Amanda walked into the living room, it was large like most of the rooms and had lots of furnishings. She was pleased to see Kurt sitting there in his natural form on a chair. He saw her smiled and went right up to her. "So everzing vent vell ja?" Kurt asked hopefully.

"Oh yeah the Professor said that he believed me." Amanda said happily Kurt smiled and hugged her and she did the same. Then she noticed they weren't alone and saw Kitty and Rogue there sitting on one of the couches.

Kitty was grinning at the scene. "Oh don't like mind us, go on." Kitty smiled at them, waving them on. Kurt gave a slightly annoyed look while Amanda giggled at his reaction.

"Don't you two have better zings to do zen watch us?" Kurt asked them both.

Kitty just shrugged. "Not really, it's either this or watch Peter and Rogue."

"Hey!" Rogue responded to that. "Leave us out of this." She said sternly, she was still getting used to the fact that she and Peter were an official couple, she also had to endure the same teasing that she had seen Jean and Scott go through ever since they had become an 'official' couple not long ago.

"Where is Peter anyway?" Amanda asked seeing as he was one of the few people she knew more about that lived here. She had seen him in class next to Kurt and the two of them seemed like good friends to her.

"He's like on the phone to New York." Kitty told her. "He likes to call his friends Harry and MJ a few times a week or e-mail them since he doesn't see them anymore."

"Oh." Amanda said slightly sad to hear that, she and her family had moved here to Bayville when she was ten and she remembered how hard it was on her to leave all her friends behind. "Well at least New York is only an hour drive from here...hey do they know about him?"

"If ya are referin' to his powers? Then no." Rogue said slightly in a darker mood for some reason. She didn't mind him calling Harry, but she had seen a picture of that Mary Jane Watson girl. She was a lot like Jean, tall redhead who was beautiful. Peter had said that they were only friends but she still had enough of his memoirs to know he also used to have a crush on her.

She knew he wasn't the type to cheat on a girl but she still felt uneasy about it. She knew she was just being paranoid but...the fact was she didn't want to lose Peter. He was a really nice guy that she really liked being around with. He made her feel better about herself and the way he always seemed to have a good humored response to things made her smile.

She wasn't sure how deep her feelings were getting, but he wasn't just her boyfriend...he was one of her closest friends too and she didn't want to lose that either.

"I guess that makes sense." Amanda admitted as she sat down next to Kurt on a couch across from the girls. "So what do you to do...if it's not rude to ask?"

Kitty smiled and reached over and phased her hand through the table between them and then pulled it out. "I basically can move through any solid object."

"Yeah so she doesn't always knock when she literally walks into a room." Rogue said.

"Hey! I do so...most of the time." Amanda stifled a laugh then looked to Rogue.

Rogue sighed and her face fell a little. "If ah touch someone with my skin ah start ta absorb their life force, their memories and their powers if they got it...but ah can't control it so that's why ah'm always covered up."

Amanda looked sadden at the news. "But then...how do you and Peter...well...you know?"

"We don't...we're...still trying to figure that part out."

Amanda felt bad for bringing up something that she could see wasn't something she liked to talk about or think about. "I'm sorry I didn't know." Rogue just shrugged it off.

"Sorry about what?" Came a new voice and they turned to see Peter walking in who stopped when he saw Amanda there next to Kurt, in his real form. He had a slightly panicked look on his face as he looked to the others for an answer.

"She's alright, the Professor like said she was okay and would keep our secret." Kitty answered his silent question.

"Oh, alright then." He shrugged and walked over to and stuck out his hand. "Welcome to Wonder Land, Alice. Hope you enjoy the trip." Amanda laughed and shook his hand.

"So what exactly is it that you do?" Amanda asked curious. Peter contemplated telling her the same as the Brotherhood but then he figured if Amanda was alright and would be around here then someone would most likely tell her anyway.

Peter shrugged and then back flipped onto the wall and stuck there. "Basically I got spider powers." He leaped off the wall and back to them. Amanda however looked like she was in shock.

"Oh my God." She said under her breath. "Are...are you that Spider-Man guy?" Peter looked a little nervous and nodded. Amanda suddenly got up off her chair and rushed over to him and hugged him.

"H-hey what's up?" Peter said confused.

Amanda pulled away from him. "I-I'm sorry it's just...three weeks ago my dad was working late one night and when he went to his car this guy walked up to him and pulled a gun on him. Then my dad said when he though he was going to get shot, someone in red and blue with two spider symbols on him saved him. If it wasn't for you...then...my dad might not be here, I-I just wanted to thank you for that." Peter could see her eyes getting misty at the memory.

Peter got on a serious yet kind face. "You're welcome, besides it's what I do." He shrugged. Amanda smiled at him. She nodded and went to sit back with Kurt, who along with the other three mutants were shocked by this revelation.

"I guess it's like a small world after all." Kitty said.

CONNOR'S RESIDENCE

Dr. Connor had been working furiously at his experiments. His school was work forgotten as he had spent the morning working with chemicals and DNA samples. He had taken the reptile and lizard DNA of his animals that he had in the cages. He thought about adding the new sample too, but he still didn't know much about it, it was too much of an X-factor for him, so he kept it in a small fridge with other specimens for later.

He already had various types of the serum ready, all various strengths and intensity, he looked over to the lab mice with the missing limbs. "Don't worry, if this works you all will be better then ever." He then looked to his own missing arm. "And hopefully so will I."

"Curt are you still down here?" Came a female voice. Curt looked up and smiled at the sight that greeted him. His wife Martha with her brown hair done up was still just as beautiful to him as the day he met her on his collage campus in his freshman year. "Come on Curt, it's lunch time and you've been down here ever since you got back from the high school."

He sighed and looked at the time from his wristwatch. He had been down here all day and he hadn't even noticed it. His stomach growled slightly and couldn't help but feel a little foolish for getting so carried away. "You're right hon, I'll be right up." She smiled and nodded and went back up the stairs. She never really went down into the basement all those lab mice and reptiles gave her the creeps, but she was glad he was coming up. She worried when he started to obsess over his work like that.

Curt put away a few of the more volatile chemicals for safety and started to go up the stairs. 'I've been working on this for over a year, taking a break for lunch shouldn't kill me.' He mused to himself.

XAVIER'S

Peter, Rogue, Amanda, Kurt and Kitty were talking and joking about all the stuff they had in their lives. Such as the Brotherhood, which Amanda had admitted that those guys seemed a little strange, especially Todd, and it made sense now. They also talked about Xavier and his dream, which as an ethnic minority herself Amanda could relate being an African American. She was surprised that they had things like the Danger Room and the Blackbird in a secret facility under the mansion. She was also amazed that they could survive the things they said they had to train with at times.

They were in the middle of a conversation when two more arrivals walked in. "WHAT THE!" Everyone turned to see a shocked Spyder and Jamie seeing Amada there, with Kurt in his real form too. "What's she doing here, who is she? Kurt why aren't you using your holowatch?" Then she noticed that her own gray skin was showing. "Why aren't I?! Why didn't someone warn me?" She demanded.

"Easy there Spyder." Peter said to her. "This is Amanda, Kurt's friend and she's cool the Professor gave her the okay." Both of the youngest mutants sighed with relief.

"Thanks for the heads-up and the heart attack." Jamie said placing a hand over his heart.

"What he said." Spyder agreed.

"So I take it you're Multiple and Ollie." Amanda said. The others had filled her in on the other mutants that lived there.

"Yeah but please call me Spyder." She replied. She then noticed how close Amanda and Kurt were sitting, in fact she saw his tail wrapped around her ankle, and she narrowed her eyes a little and smirked. "Are you more then Kurt's 'friend', cause you two seem really close."

"Well...I was hoping to be his girlfriend." Amanda said trying to hide her blush under her long hair a little.

Kurt got a huge smile on his face as he looked at her. "Really?" She nodded again.

"Aww well isn't that just the cutest thing?" Spyder said sarcastically while Jamie snickered. "Now we got a new couple to make fun of."

"Well then how long have you two been dating?" Amanda asked and both of the young teens froze at that.

"W-what do you mean by THAT?" Spyder said who was completely shocked by that. "He's my best friend, we're not dating!"

"Y-yeah what she said." Jamie said however both teens were starting to plush a little from Amanda's question. Peter and the others shared a little look and all had on a slight grin.

"Well you got to admit you two DO spend a LOT of time together." Peter said slyly.

Rogue nodded her head. "Yeah, what exactly do ya two do? You're not hiding in a closest making out are ya?" Both young teens had their mouths hanging open at that remark and both were blushing madly at the insinuation, which cause Kitty to break into a fit of giggles at their expressions.

"We do not!" Jamie said in defense. "W-we just talk and stuff!"

"Yeah!" Spyder said then looked at Kitty. "And you can stop now valley girl!" Then turned to Peter and Rogue. "You two are sooo mean you know that?" She turned and walked out with Jamie following closely behind not wanting to be left in the room with those guys alone and to hear more of their supposed 'relationship'.

"Well that was fun." Peter said smirking then turned to Amanda. "I think you should come over more often."

THAT NIGHT

Dr. Connors was back in his lab. He had just finished testing and trying out the different versions of the formula. So far everyone didn't seem to work until he tried the last one. A mouse with a missing tail had grown back. He had been so excited that it seemed to work. He remade that version of the formula and tested it on a few of the others. In every case the mouse re-grew a last limb of some kind.

He was never more ecstatic. Finally his dream was realized, he knew that this could open up a whole new avenue of medical science, soon one day people would be able to heal themselves from nearly any injury, just as his research at Oscorp was supposed to do.

"Oscorp." He muttered. He relived the accident in the lab for over a year. He still believe that the accident was cause from faulty safety equipment but Norman Osborn buried it and blamed it all on him. Because of that he lost his standing in the scientific community, Osborn even had all of his research patented so even if Connors went public with this it would be taken from him.

He looked down at syringe in his one hand filled with the formula. He thought about how all his research would be taken from him and how he might never see the benefits of his life's work. He knew it would take years for the FDA to approve of his research, and years more to approve of human testing. But what if he had used it for human testing already? Maybe he could arrange a deal with Norman Osborn? Get his position back if he walked into his office with both arms.

Sure he liked teaching, but scientific research was his dream and his passion. He knew what he was contemplating was insane and too risky...but this might be his only chance. He put the syringe down as he took off his white lab coat and pulled up the sleeve of his T-shirt to reveal the stump that was his right arm. He picked up the syringe and was about to inject himself when he stopped himself.

'What am I doing? Is this really worth the risk?' He silently asked himself. Put he knew the answer and then injected himself with the formula. Because he was larger then a mouse he put the full amount in himself instead of a miniscule dosage that he had been using.

He felt nothing at first, for the mice it had taken a few minutes so he wasn't sure what the results would be. He waited for an hour and nothing had happened. He didn't understand what was wrong. He rechecked his notes but everything said it should have worked.

"Curt." His wife called to him. "It's late come to bed already."

He looked at his watch and saw it was nearing midnight, he sighed to himself disappointed that for some reason it wasn't working with human DNA. "Alright I'll be right up." He put away his notes and grabbed his lab coat and walked up the stairs turning out the lights.

He felt like his whole life had just been taken from him, all his hard work for nothing. He went to their bedroom and got changed and went to their private bathroom. It was small with only a sink, shower and toilet but it was all they needed. He was too tired to change and just placed his lab coat on a towel rank and just brushed his teeth. By the time he got back into the bedroom he found the lamp on his side of the bed was the only light on and when he went under the covers he turned out the light and noticed that his wife was already asleep.

He smiled to himself and kissed her forehead as he went to sleep. He soon slipped off to sleep but it wasn't a peaceful one.

His dreams were haunted by images and strange sensations. In his vision he saw himself in a jungle, but he was haunting he felt different. He felt powerful, savage and strong. His senses seemed to explode with heightened abilities. Then he saw his 'prey'.

They were humans and then suddenly the jungle shifted to a concrete one of a city but still the humans were there and he was still hunting them. He felt something else too, revulsion. He hated this species, he hated them so much, they were like a disease. He moved closer to them and started his attack, he clawed at them, bite them and tore them to pieces and he loved every minute of it.

"No!" Dr. Connors yelled out in his sleep, sitting up sweat poring off his skin.

"Curt? What's wrong?" His wife asked sleepily.

"Nothing...just...nothing." Curt said in panting breaths. "Just go back to sleep." He walked quietly to the bathroom. It wasn't far so even in the dark he could find it. He gently closed the door and turned on the light. He turned on the tap of the sink and began to splash water over his face.

He leaned against the sink slightly since he couldn't put all his weight on it with just one arm. 'I think I've been spending too much time in the lab.' He thought. He was about to turn the light off but a sudden pain shot through his body. He tried to cry out but the pain was so much it prevented him from doing so. There was a sickening sound and he noticed his right stump was moving.

No, not moving...growing. In a matter of minutes his missing arms was re-grown. The pain was gone and he looked at his new limb. He felt it with his left hand. He had sensation in the new limb, in fact it was just like his old one. It was perfect.

He saw his lab coat and pulled out the safety pin that kept the right sleeve up. He put on the coat and looked at himself in the mirror. He looked like he had before the accident. He smiled to himself. It had worked after all, his entire life's work wasn't in vain, and he had done it.

He was about to surprise his wife when the pain was back again. He bent over and clutched the sink. "What's going on?" He grunted out. "W-what's happening?" Then with his head down he saw something that terrified him. His hands were turning green! In fact he was actually GROWING scales! "Oh God no." He whispered.

He looked up and in horror watched as his body grew and began to reshape itself. He couldn't turn away as he grew a few feet, the scales growing more rapidly, the sounds of bones and muscles reshaping was a horrible thing, and worse yet he felt his mind begin to fog over, like he was losing himself.

Then he felt 'it'. Another presence in his head it was forcing itself to the surface and what he felt truly terrified him. As his mind slowly faded away he was still watching and feeling his body change. He felt the long tail grow out form him tearing free of his pants. He saw claws grown on his hands and his face change. All the hair was gone and a snout was forming with teeth sharp and pointed. His eyes were the last thing he saw.

They went from his blue to a colder and reptilian brown. Then he was gone and something else had taken his place in the world. The newly 'birthed' creature gave a low growl and then it roared at its new freedom.

"Curt! What was that? What's going on?" Martha called from the bedroom. She was awakened by a strange sound that had jolted her awake. She turned on the lamb by the bed. "Curt?" She asked worried. Then suddenly like out of a nightmare the door to the bathroom was torn to pieces. She screamed in shock and then in horror to what she saw.

It was a giant lizard creature. It moved towards her and she was paralyzed in fear she thought it was going to attack her then it stopped moving and just looked at her. She didn't know what was going on or where Curt was. She was just hoping that this was just a bad dream, that she was asleep. Then she noticed something.

The creature was wearing Curt's clothing. She didn't know what this meant, but she looked at the creature now, it seemed like it recognized her but it looked like it was trying to figure out from where. "C-curt...is that you?" She nearly whispered.

The creature growled and made to leap at her but instead it leapt over the bed and then out the window. She ran to the window and saw it disappear into the night. He sank down to the floor with a feeling that something truly horrible was happening to her family...and worse...that she was slowly realizing that this wasn't a dream.

As for the man that was Curt Connors, once respected scientist and family man...there was only the creature that would become known as The Lizard remained.

NEXT UP CHAPTER 36: THE CURSE OF THE LIZARD PART 3