A/N—This isn't going to go by movie continuity. It might go by the comics though. Not sure, sorry for the long wait.

Chapter 3

"Mr. Luthor, it is a pleasure to finally meet you. Sorry I couldn't make our last meeting. I was…preoccupied."

"Trust me, I understand. We're both very busy men, Mr. Osbourne. Though I must say, you have a wonderful house." Norman Osbourne gave a small smile as he took in the compliment.

"Thank you and feel free to come by any time. Mi casa es tu casa."

"I just might hold you to that one day." Norman gave Luthor's statement a slight nod before he spoke again.

"I hear Luthor Corp has something big to offer us. Judging from Luthor Corp's history, I'm sure this will be revolutionary." Lex smirked as he put his suitcase on the coffee table and opened it.

"My scientists have analyzed every facet of this material. There is nothing on earth that holds similar properties. We call it meteor rock."

X.X

Bright and sunny. The exact opposite of how I'm feeling. First, I had to stop another robbery last night and went sleepless again. Then I found out my test in vector calculus was today. I'm short on cash—wait, that's putting it nicely. I'm bankrupt. I can't keep awake anywhere, and…I just ran into my chemistry teacher and knocked him over.

"Oh, Dr. Sullivan, I'm so sorry. I wasn't—"

"Glad to see my class isn't the only place you aren't paying attention in. What's wrong, Parker? Family troubles? Girl troubles? You used to be one of my brightest students—now you've failed the past two exams." More like I'm risking my hind to stop crime every night while the media roasts me as some maniac in a suit that goes around scaring old ladies for fun. Oh, did I mention I don't get sleep?

"I'm sorry. I just…I'll do better," I said, hurrying away before he could reply. What else could I say?

X.X

"And this is Lillian hall, our performing arts building. It was founded in 1809 and…" Clark couldn't help but tune out his tour guide's voice as he looked around the university campus. It was beautiful. There were scattered orchard trees in an expansive grassy area that was at least three times the size of a football field. He started wandering around the campus before he realized he was separated from his tour group. I'd prefer it like this anyway. He was so busy looking around that by the time he felt someone run into him it was too late.

X.X

Seeing it was already noon, I figured I hadn't slept in over thirty-six hours. All in a day's work for a "menace to society" right? Then again, I have some more pictures for Jamison that I can sell for some much needed money. Which is now the dilemma: do I go to sleep or get some money for food? Decisions, deci—spider sense. I quickly jerked my head up as I barely avoided another student but tripping in the process. Why did my Spider Sense just go off? Was running into another student that dangerous? I looked up and saw a six foot four—most likely football player—male hovering over me. High school survival instinct told me to run. Too bad I'm too tired to do it.

"Sorry, I didn't see you there. I was just looking around. Clark Kent," he said, extending a hand. Wow, he's not the typical football star jackass like Flash and his cronies.

"Peter Parker," I said, taking his hand. "Thanks."

"No problem. This is a nice school you have here."

"Thanks," I said, trying not to sound like a complete liar. It's nothing against the school; it's just that not sleeping wears even metahumans down. "You know, we have tour guides to show you around."

"Yea, I kind of got separated from my tour group." He definitely looked lost. Don't do it Parker. Don't do it.

"I guess I can show you around." Parker, you dolt.

"Really? I'd definitely prefer learning about this school from an actual student. Thanks."

"No problem. Where are you from?"

"Smallville. You probably haven't—"

"Meteor capital of the world?"

"Yea, how'd you know?"

"I guess you could say I'm sort of a geek. Well, really geeky. I guess I was always interested in space and what it held. You know, I was only four when the meteor shower happened. Unfortunately, I don't have much time to be geeky anymore."

"This school keeps you that busy?"

"Eh, I guess you could say that. Here, let me show you around. I need to get a bite to eat anyway."

"Thanks. I really appreciate this."

"No problem." The next five minutes were actually quite enjoyable. It was definitely not wise to judge Clark Kent by his cover. Before I knew it, we had arrived at the finest diner in the world: McDonalds. Then again, it's not my fault it's the only restaurant I can afford…if I order from the dollar menu anyway. Like I said, I'm dirt poor because I keep getting fired from jobs I can't make it to on time.

"So," Clark said, taking a seat with me, "there's something I've been dying to know."

"What's that?"

"What do you know about Spider-Man? Every newspaper I've read says he's a menace, but I clearly saw him fighting a murderer in a green goblin's suit." He uses his common sense too instead of giving in to media propaganda. I'm beginning to like this guy.

"Well, most of the pictures you see in the newspapers are actually taken by me and, well, from what I've seen, he's a good person. I know how unrelenting the media can be. I am a freelancing photographer after all."

"I hope to be a reporter myself. There's got to be some credibility in it though, right?"

"Does there, or do the people just have to believe the story and buy the paper?"

"Well, one thing's for sure. I'd take him over that murderous goblin anyday."

"It's good to trust your own eyes."

"So do you live on campus?"

"Nah, I live with my Aunt May. Maybe you can come visit sometime. That is, if you're going to be in New York for the next few days."

"I'll be here as long as my friend Lex is here…maybe even longer."

"Wait, Lex? As in Lex Luthor? Owner of Luthor Corp and on his way to becoming one of the nation's most powerful CEO's?"

"I take it you've heard of him then."

"I've heard Norman Osbourne speak of him here and there. I'm best friends with his son, Harry."

"Seems like we both know our share of wealthy millionaires then."

"Listen, I've got to head out. Jamison's gonna have my head if I don't show up for my meeting. Stop by sometime, Kent. Here's my address."

"Thanks. I'll be sure to visit sometime."

X.X

"PARKER!"

"Yes, Mr. Jamison?"

"What time did I say to be here?"
"One-thirty, sir."

"AND WHAT TIME IS IT NOW?" I gulped and looked down at my watch. One-thirty.

"One-thirty, sir."

"Don't be smart with me! My watch says one-thirty two, which means you are TWO minutes late." God my life sucks.

"Sorry."

"Don't be late again or you're fired!"'

"But I don't work here." Darn it Parker. Why did you have to open your mouth? Mr. Jamison was getting redder by the second and ready to explode. "I have pictures of Spider-man though!" Hasty thinking. He calmed down enough to respond.

"Well don't just sit there. Let me see them!" I handed him the envelope that was filled with pictures I had taken the night before. "Let's see here…garbage, garbage, garbage…" you get the point. "These all suck. I'll give you a hundred."

"Two hundred."

"One twenty."

"One sixty."

"One forty, and that's my final offer!"

"Deal." Hopefully this will be enough to pay Aunt May's bills for the month. As I walked out of the office, I felt my spider sense go haywire. A split second later there was a crash in Jamison's office followed by maniacal laughter. The Green Goblin.

"Where's Spider Man!"

"I—I don't know."

"Don't play dumb with me Jamison. You have pictures of him in your paper every day." Before I could hear anymore, I ran out of the building and changed into my Spidey costume, headed back towards his office the fun way.

"Over here, ugly!"

"Ah Spider Man. There you are."

"I KNEW IT. I KNEW YOU TWO WERE WORKING TOGETHER!" Damn it. I don't need this right now, Jamison.

"Okay, cutie-pie," I said and shut his mouth with my webbing. That meant taking my eyes off the goblin. Bad move. When I turned back I found his wrists pointed at me and gas spewing out. Not good.

"You're getting very sleepy…hahahaha." No joke as everything faded to black.

X.X

How can the Green Goblin hide from me? It's like he just disappeared. Clark Kent still had no luck in finding either Spider Man or the Green Goblin. Until his super hearing picked up two voices on top of a nearby building, one he recognized as the Goblin's and the other one as…Parker's? It didn't matter, as he supersped away to his destination.

X.X

The next thing I remember is a cool wind blowing in my face and seeing the face of the goblin.

"The little spider awakens." God, my head won't stop throbbing.

"You haven't killed me yet. What do you want?"

"To extend a hand for partnership."

"What makes you think I'd even consider it?"

"Well, here's the real truth, Spider-Man. There are eight million people in this city. And those teeming masses exist for the sole purpose of lifting the few exceptional people onto their shoulders. You and me… We're exceptional. Join me. Together, no one can stand in our way."

"Goblin, we're exceptional. That only means we have an obligation. A great man once told me, 'With great power, there comes great responsibility.'"

"Fool! Do you not see the papers? Spider-Man's a menace! Just remember, no matter what you do for them, they will HATE you." He actually has a point there. No, Parker, don't think like that. Remember Uncle Ben. Remember that if you did the right thing, you could have saved him. "The one thing they love more than a hero is to see a hero fail."

"Goblin!" It was such a familiar voice…Clark Kent? No doubt, Clark was standing right in front of us, giving a look that could melt steel.

"And who are you pretty boy? Here to have some fun?" He started towards him in a threatening manner. Get the Hell out of here Clark.

"No, don't. This is between…you and me." I could barely get the last three words out, as I found myself so devoid of energy.

"Then you've made your choice, Spider?"

"What choice?" Damn it Clark, can't you see you're out of you're league? This isn't some high school bully.

"Oh, me and the Spider…we're just having a friendly discussion on morals." He looked down at me, somewhat contemptuous and then…confusion? It was as if he saw through my disguise and saw the real me. His face reverted back to his initial one of righteous anger.

"It's over now."

"Like hell." The Goblin through a heated punch into Clark's stomach.

"NO!"

"Ah! My hand!" Sure enough, Clark didn't even move as the goblin held his hand in agony. "What are you?"

"I'm here to put you away, murderer." Cornered. Until the Goblin reached behind his back and pulled out a pumpkin and tossed it straight at me.

"Here's your choice, tough guy. That pumpkin is enough to blow the top off of this building. You can save these people…or you can stop me." He calmly stepped on his glider as he saw Clark rush to grab the pumpkin. He was a blur as he ran off the building and to God knows where.

"Later Spider! Think about what I said! Mwahaha." That cackle gets more obnoxious every time. A few seconds later, I saw Clark return with a charred shirt but none worse for the wear.

"What did you do?"

"I ran off with the bomb and let it blow up in an empty lot. Now it's my turn to ask the questions. Why?"

"Why what?"

"Why are you in league with the Goblin? Actually, the answer's obvious. The real question is why do you feel it's necessary to keep up a front, Parker?" The surprise that followed actually jerked me awake a little. He thinks I'm the Goblin's partner in crime, and he knows I'm Peter Parker.

"I'm--I'm not in league with the Goblin. We're opposites."

"From what I've heard, you two were discussing a partnership."

"How long were you listening in on us?"

"Just a few seconds--enough to see what was going on."

"Clark, you've got it all wrong." The drowsiness was setting back in. "He gassed me and took me here. He wanted to work with me to rule the city. You came here before I could reply."

"That's easy to say now. Tell me, then, why do you wear a mask? Why should I believe that, in the financial situation you're in, you wouldn't rob a bank for some money?" The headache was killing me now. I found myself drifting into unconsciousness. Before I did, I gave one final answer.

"Because in one instant, my life changed forever, and I learned that with great power, there comes great responsibility."

A/N--Loved it? Hated it? Drop a review. Flames, praise, anything goes!