It was well into the evening hours upon the city streets of New York, yet the neon lights of Times Square kept things very well illuminated. The same couldn't be said about the sewers, which were left in near total darkness at least ninety-five percent of the time. It really didn't matter one way or the other to the Scorpion, considering his current state of mind. Here he was; rummaging through the disgusting cesspool of the NYC sewer systems, a man trapped in a high-tech battle suit and slowly changing into a freak thanks to two people. One of them, Professor Stillwell had already gone the way of the Dodo and the other, J. Jonah Jameson, was soon to join him. But what then? Scorpion wasn't the scientific genius that Stillwell was and the only other known person who could help him was missing in action. As Scorpion continued through the foul sewer, he suddenly felt as if he were being followed. He made a complete about face and saw nothing. Was his condition so horrid that he'd become paranoid?

"Who's there?" he demanded. "If that's you bug boy, I'm gonna melt your webbed face off!" No response came, other than Scorpions' echo. "Hell, for all I know it's just the alligators in the sewers."

Almost as soon as he had said it, a geyser of water burst up behind Scorpion. From within said geyser, the Lizard appeared behind Scorpion and just as quickly, dragged him under the water.

Several moments passed before Scorpion was tossed out of the water and into a wall. The Lizard followed and went on the attack. Scorpion put up one arm on instinct, holding back his attacker who was now snapping his scaly snout in front of him. Using his free arm, Scorpion managed to knock the Lizard away from his him.

The Lizard was not deterred as he attempted another attack. Scorpion immediately swung his cyber-tail and connected dead on, knocking the Lizard into the water. Again, the Lizard reemerged but Scorpion had had enough.

"I don't need this crap. I gotta find that Connors guy so he can change me back."

"CONNORS!" the Lizard screeched. "That lowly monkey doesn't exist anymore."

"What did you just say?" Scorpion demanded. "You didn't kill him, did you?!"

"That depends on your meaning of the word," the Lizard said rather cryptically. "In truth, I was Connors, until fate had revealed its plans for me."

"Looks like you got it worse than me." Scorpion said.

"To the contrary, my half-robotic friend," said the patronizing reptilian. "I have evolved into something far more than just human. Just like you."

"You call this evolved," Scorpion snapped in regards to his current state. "You may be all stoked about being a friggin' dinosaur, but I just wanna be plain-old Mac Gargan again. End of story." Scorpion turned and was about to vacate the area.

"If that is your wish, to become a mere human again," Lizard whispered, just loud enough for Scorpion to hear and stop dead in his tracks. "I might be able to help you, provided you can help me." The Lizards' words seemed to pierce into Scorpions' head like daggers, and the latter of the two turned toward the former.

"What do you need me to do?"


Qwest Aerospace and Science Facility had seen better days since the attack by the Green Goblin years ago. But it had indeed expanded since then thanks to the merger of OsCorp, plus the company going under new management. That didn't make things any easier for the employees, some having become slightly paranoid that something bad was going to happen.

Two security guards kept watch of the facility through a set of monitors and yet, one of them found the time to complain about their job.

"They ain't payin' us enough for this crap," said one of the guards.

"Ah, hell, quit your whining, Bench." said the second guard. "At least you ain't throwin' money away at those overpriced gas pumps."

"Not yet, Dillon! I still got an hour and a half before I join those poor suckers on the road." Bench glanced at one monitor and was stunned by what he'd seen. "What the hell is that?"

"Whatever it is, it's bustin' through the generator room." Dillon said, unknowingly stating the obvious."

"Sound the alarm!"

The monitor showed the shadow of a huge man with a huge tail going on a rampage throughout a room with four giant generators in a pool of electrified liquid. Dillon sounded the alarm before he and Bench converged on the site of the chaos. They both knew full well they didn't stand a chance against what was waiting, but they went anyway.

Dillon and Bench arrived at the scene and opened fire on the intruder. There followed a mixture of gunfire and screaming, followed by the screams of two hapless men. Dillon was violently cast aside with some broken bones into an electrical unit, while Bench suffered a much worse fate; being throw up in the air and then impaled by a sharp tipped cyber-tail. The man's lifeless form was thrown into electrified liquid.

Then came the primal scream of a man possessed; make that a Scorpion possessed.


"How has Gwen been, dear?" the sweet, almost saint-like voice of May Parker asked over the receiver. Peter was on the other end of the phone conversation at his apartment.

"I don't really know, Aunt May," Peter answered, feeling unusually confused after the days' events. "She's been kind of preoccupied with her current career venture and we haven't been exactly on the best of terms lately."

"It couldn't be all that bad, Peter," said Aunt May reassuringly. "If anything, you should be happy for her and show your support."

"I know, and I am happy for her. It's just that her career may soon take her far away from here, possibly forever. First I lose Mary Jane and now I may lose Gwen too."

"You definitely will with that attitude, young man." Aunt May scolded. "You need to make sure she knows how you feel about her and then do something about it."

Peter smiled at his Aunt's words. "You always have the best advice to give, you know that, Aunt May?" He then heard the police scanner from inside his room.

"All units respond to an emergency break in at Qwest Aerospace and Science Facility. Reports of a large arachnid humanoid on site; all units please respond."

Scorpion! Peter thought. "Aunt May, I'm sorry but I've gotta go now."

"Are you alright, Peter," asked Aunt May. "You sound like you're catching a bug."

"I sure hope so." Peter whispered, slightly too loud.

"What was that!?"

"Nothing, Aunt May! I gotta go now, bye."

Peter quickly sprinted back into his room and slipped into his costume even quicker. He was well aware of the bad history that Qwest had, having been a target of the Goblin once. But if this latest attack was the cause of whom he thought it was, then Peter was in for a very tough evening.

Peter pulled his mask on and was just as quickly out the window and up the outer wall. A few feet up and one web line later, Peter was soaring towards Qwest Aerospace.


Qwest guards emptied every available cartridge in an entirely vain attempt to stop the intruder. With a set of electrical units cradled in one arm, the Scorpion marched into the barrage of gunfire determined, and really angry. Most of the gunfire bounced off of his armor, while some of it got through and impacted his face mask. Of course, that only succeeded in pissing him off.

Scorpion reared back with his cyber-tail and fired the familiar blood red laser shot. The resultant explosion blew away several guards, sending others scattering out of the way and conveniently creating an exit. Scorpion huffed in frustrated glee and continued on his way out of the makeshift exit, when the way out was suddenly blocked off by a wall of webbing. It came from inside the room.

Scorpion was suddenly pulled right off his feet, slamming his jaw into the floor and dropping the units. He picked himself up slowly, and looked up to spot Spider-Man on the wall above the exit.

"Hey, big green," said the wall crawler. "Where ya been? I've been looking all over for ya! You hardly ever return my calls."

"I'll make ya wish ya hadn't found me!" Scorpion shouted in frustration.

Scorpion aimed and fired his tail directly at Spider-Man, who leapt out of the way in record time. Spider-Man let loose two web lines, one to Scorpions' leg to pull him to a knee and the other snagging his forearm. Not to be outdone, Scorpion pulled his webbed arm as hard as he could along with Spider-Man at the end of it. Scorpion swung his tail and connected dead on, but Spider-Man still had the other line on the leg. He yanked hard, tripping Scorpion and sending him onto his back.

Spider-Man leapt high into the air and went into a missile dive right at his foe, but Scorpion got his tail pointed straight up. Spider-Man still managed to avoid it and kicked Scorpion right his face. The web slinger quickly mounted the giant and punched him relentlessly in his pale-skinned, mask laden face until Scorpion wrapped his tail around the hero like a snake.

Scorpion proceeded to violently throw Spider-Man into one wall after another and another and then, ironically through the webbed up exit to the outside. Spider-Man hit the ground hard and was nearly unconscious as Scorpion stomped toward him with the electrical units in hand. The green giant was halfway past the web slinger when he stopped short and looked right down at him.

"I could leave you right now. I did my job," he said. "But now I want a bonus," Scorpion wrapped his tail around Spider-Mans' free leg and lifted him up inverted. "When I'm finished tearing you apart, there won't be anything left to fit in a matchbox."

Spider-Man started to stir, but only a little bit at a time. He was unaware of what was waiting for him.