The last thing Peter wanted to do was wake up that morning. After the thorough trouncing he'd taken from Scorpion the night before, who could blame him? Whether it was the sunlight beaming into the bed room or the rapid knocking at the door that woke him, Peter didn't know.

He dragged his weary body out of bed, threw on a random t-shirt and answered the door. Ursula was standing on the other side, those puppy dog eyes and that infectious smile just beaming through. Peter couldn't help but smile himself at the sight.

"Good morning!" Peter managed to mumble.

"Hi, Pete," Ursula said rather timidly. "Gwen's on the phone asking for you."

"Oh, thank you!" Peter zombie-walked to the phone picked up the receiver and answered, "Hello, Gwen?"

On the other end, the familiar voice of Gwen answered, "Peter?! Are you feeling okay? You sound terrible?"

Peter thought for a brief moment before answering, "You know, just another rough night of chasing down photos for the Daily Bugle. I've kind of been all over the place lately."

"Yeah, I can tell from the sound of your voice," Gwen Stacy said. "Listen, we need to talk but I think it's best if we do it in person."

"That sounds like a great idea," Peter agreed. "Oh, and I'm sorry about having had to step out so soon after your last show. How about I make it up to you after your next gig and take you out on a nice date."

There was a pause and for a moment, Peter thought that she had hung up. Then Gwen answered, "Actually, you've been banned from the next shoot."

"What, why?!" Peter asked in confusion.

"Roderick Kingsley was very strict about it," Gwen solemnly said. "He thinks you're a bad influence on my career."

"That's ridiculous," Peter thundered lightly. "He doesn't know me. If anything, I should be there to give you moral support at the least."

"Peter, please calm down," Gwen said, trying to stay as the voice of reason. "Maybe this is for the best. Roderick doesn't seem all that impressed with you."

Peter was quick to retort, "I can handle him, Gwen. Besides, what right does he have to ban me from seeing you?"

"He's my boss and this is what he wants." Gwen said. "I'm going to try and stop by your place later tonight if I can. We'll talk then."

Peter sighed and rubbed the bridge of his nose in frustration, not at all liking the way this was sounding. "Okay, Gwen. I love you, you know that, right?"

There was a long pause on the other end again before Gwen stated, "I've got to go now. Talk to you later."

"Yeah! Bye!"

Peter hung up the phone and returned to his apartment room. He collapsed backward onto his bed, which wheezed and cringed under his weight. Suddenly, waking up in the morning after having his body mangled didn't seem so bad to Peter. Now he was more concerned with a notion that Roderick Kingsley was trying to keep him away from Gwen. All because he considered Peter a bad influence on her career? What the hell was that all about? The answering to that question would have to wait for the moment.

He started getting cleaned up and fully dressed, with his Spider-Man costume being worn underneath his clothes. With all that said and done, he stepped out into the hall and down the stairs.

He bolted out of his apartment and soon realized his scooter wasn't working when it refused to crank up, so he hailed an oncoming cab. The cab stopped almost directly in front of Peter and he stepped inside.

The cabbie in the front seat turned to his current passenger and with a very thick Brooklyn accent, asked. "So, where to, kid?"

"The Daily Bugle, pronto," Peter exclaimed. The cab quickly entered traffic: Peter took a closer look at the cabbie and foolishly asked. "Hey, haven't I seen you before somewhere?"

"Who, me?" asked the cabbie. "I'm just a regular guy from Brooklyn. Big whoop, wanna fight about it?"

"Uh no, I think I'll pass." Peter looked to his side at another passenger that he must've missed while getting in; an old man with balding gray hair and sunglasses.

"Oh believe me, they're everywhere." he said.

Peter just nodded without saying another word. The fellow passenger looked familiar too as he was sure he'd seen him around also.

The cabbie looked an awful lot like a wrestling ring announcer he'd once met, as well as a rude usher he'd once ran into, and a not so French maitre' d that had unsuccessfully tried assisting in his proposal to Mary Jane Watson.

The Daily Bugle didn't seem as wide and unruly as it had in the past. The main reason revolved around Mr. Jameson; he was uncharacteristically moody, even for him. He demanded not to be disturbed by pretty much everybody, with the exception of course of Robbie Robertson. At the moment, Jameson had his attention glued to his personal office monitor, watching the news of Scorpions' rampages throughout the city. He also learned of the recent death of Professor Stillwell, and Jameson had himself to blame. The depressed editor brushed his hand through his gray and/or graying hair when the somewhat unwanted knocking on his office door came about.

Jameson shouted, "GO AWAY!"

Ted Hoffman, the off-the-wall head of promotions, entered anyway for his annual verbal abuse. No way was he prepared for what was coming. "Uh, Mr. Jameson, I'm sorry to bother you but there's a bit of a page 4 situation and…"

Jameson immediately exploded out of his seat and outright shouted. "I demanded not to be disturbed for any reason whatsoever, Hoffman! Do it again and you'll be selling hotdogs on the street. Now, GET OUT!"

Hoffman did so and practically bolted out of the office, stopping in front of Betty's desk. "Was it something I said?"

"It's always something you say, Hoffman," Betty said. "I warned you not to go in there. Didn't I warn you?"

Robbie Robertson was quick to intervene between the bickering co-workers. "That's enough, you two. I'll go in and try to talk to Jonah; just stay out of there."

Robbie entered the office and sure enough, Jameson boomed, "I said I didn't want to be…oh, it's you."

"Yeah, it's me Jonah," Robbie said, taking a seat in front of the desk opposite of Jameson. "What is it with you? You've been pretty angry lately. Well, angrier than usual."

"If you've got something to say, Robertson, then say it and get out of my office." Jameson spat.

"Jonah, you've been real agitated ever since ever since that Scorpion showed up," Robbie said. "I hate accusing you of anything, but you seem, guilty or something. Jonah, I'm your co-worker but more importantly, I'm your friend. I know that notion doesn't sit well with you, but what does these days?"

Jameson got up from his seat and walked to the window overlooking the city. "Robbie, if you instigated something so terrible, wouldn't you feel even a little guilty about it?"

"What're you trying to say, Jonah?" Robbie watched as Jonah lowered his head and then it hit him. "Jonah, please tell me you didn't!"

"I'm sorry, Robbie," said Jonah solemnly. "I helped create the Scorpion; I wanted to ruin Spider-Man so badly, that I ruined another mans' life. Mac Gargans' life."

Hearing Jameson's admission left Robbie appalled. "What were you thinking, Jonah? You put your own selfish smear campaign ahead of another mans' life and for what; to ruin Spider-Man's reputation? The J. Jonah Jameson that I know would never have sunk this low."

"I know Robbie; I made a mistake," Jameson admitted. "For the first time in my life, J. Jonah Jameson made a mistake."

Meanwhile, Peter Parker entered the Bugle offices, slightly late as usual and spotting Betty trying to sneak a peek into Jameson's office. "Hi, Betty," Peter said, inadvertently scaring Betty. "Oh, sorry, didn't mean to startle you."

"Well, you did, Peter!" Betty said.

"What's going on in there?" Peter asked.

"The boss has been on the warpath for a couple of days," Hoffman answered. "He nearly bit my head off when I went in."

Betty chimed in, "I warned you not to go in; you'd think you'd listen."

Jameson suddenly came out of his office wearing an overcoat and hat, with Robbie close behind. Peter came up to his boss and said, "Mr. Jameson, I've got to speak to you about something."

"Whatever it is Parker, it can wait," Jameson said in an uncharacteristic tone. "Listen up; I'll be taking a temporary leave of absence. Robbie will be left in charge until further notice."

"But Mr. Jameson…" Peter exclaimed, trying to get in a word or two.

"I'm not interested!" Jameson shouted, brushing by the just arriving Ned Leeds and disappearing into the elevator.

Ned looked at the group of people before the vacant Editor's office and foolishly asked, "What did I miss?"

Deep down in the bowels of the sewers, a small and rather unremarkable rodent scurried across the concrete ground. The little creature was searching for a decent meal to satisfy its appetite, until something else found it. A giant, steel blade impaled the poor rodent, which was elevated into the air and into the view of Scorpion. Scorpion scoffed at the sight of the dead creature and flicked it away into the dank sewer water.

The arachnid-theme villain glared at his reflection in the water; a hideous and appalling image that stared right back at him. Scorpion, in a fit of rage, slammed a clawed fist into the water and screamed like an animal possessed. The primal scream reached into a wide open area, where the Lizard was rather busy at the moment. He was at a makeshift table, where an unusual looking device rested in his care. Slowly and with a surgeon's precision, the Lizard carefully connected a few wires together and then assembled a series of components and casings. Scorpions' incessant rattling would've distracted any other normal scientist, but the Lizard kept a clear head.

"How much longer is this gonna take," Scorpion demanded. "I should be up there right now, turning old man Jameson into shish-ca-bob."

The Lizard turned toward his unscrupulous cohort and hissed, "All in due time, Scorpion. You really should learn to be a little more patient."

"Patient!" Scorpion shouted even louder. "Every minute I waist, I'm losing more of my old self."

"All the more reason to retain your composure," Lizard reasoned. "Everything is going as planned."

Scorpion, to his credit, calmed himself and walked over to see what the Lizard was up to. "What the hell is this thing anyway?"

The Lizard glared at Scorpion with those menacing red eyes, making him back away. "I am building a DNA re-sequencer. Once it's been activated, it will re-organize and ultimately eliminate the human cells that dominate the body, leaving the dormant reptilian genes to take over."

"Huh!?"

"It will turn every human in the city into a reptile, just like me," explained the Lizard. "You have no need to worry; because of your arachnid DNA, you will be unaffected. I need only to connect the device to a series of electric conduits beneath Time Square to achieve full effect."

"Time Square? That's practically the middle of New York," Scorpion scoffed at the notion that every single human being in New York would be turned into a reptile. "Well, I could care less anyway, as long as I get what I'm after."

"Oh, I'll see to that personally."

Scorpions' line of sight rested on a picture frame that the Lizard had taken from his private lab. It was the picture of Dr. Curt Connors, his wife Martha and their son Billy. "That's your wife, huh? She ain't that bad looking."

The Lizard suddenly lunged at Scorpion, pinning him to the wall hard. "You will not take the woman from me, Scorpion. She is mine and mine alone."

"Okay, okay, my bad," Scorpion gasped, and the Lizard let him go. Changing the subject, Scorpion asked, "How long until your toy is up and running?"

The Lizard turned back to his machine and answered, "I need no more that another days worth of time. Try to be patient in that time."

"Fine by me," Scorpion whispered just loud enough for the Lizard to hear him, then leaving the area. "I got some of my own business to attend to."

As soon as Scorpion was gone, the Lizard picked up the picture frame of his, of Dr. Connors' family. "Soon my wife; we will be together again. Very soon!"

The New York Police Department was buzzing with activity, more so than usual. Gwen Stacy made her way through the front door of the building and was astonished to see it crammed full of people. Everybody was talking on top of everybody else and the police officers were trying to keep the frantic people at bay.

She saw her father, Captain George Stacy, storm out of his office. He stood on top of a desk with a bull horn in hand and blurted into the mouth piece. "Everybody needs to calm down right now!" When all of the voices died down, he continued, without the bulk horn. "I understand all of your concerns involving this Scorpion character and the alleged rumors of a reptile in the sewers. We, the police, are working tirelessly around the clock and believe me when I say that we are doing everything in our power to restore order to our streets."

One of the people blurted out, "If Spider-Man can't even stop them then why should we believe that the police can?"

Captain Stacy stared at the person who had spoken for a moment and then said, "It's been my experience that the bad guys always go down in the end. Maybe not right away, but in the end, the just always prevail. Now please vacate my precinct and let us do our jobs."

He then stepped off of the desk, and noticing his daughter, motioned for her to follow him back to his office.

Once Gwen entered his office, she closed the door and watched as Captain Stacy wearily sat in his chair and rubbed his eyebrows in frustration. "This city is going to put me in an early grave," he announced.

Gwen walked over and placed her hand reassuringly on his shoulder, "Don't say that, dad. You always manage to get the job done, no matter the odds."

He patted her hand, "I just don't have the energy for this any more, Gwen. I don't understand the world these days. Before, it was always just regular crooks and murderers that needed to go down and I understood that. These past four years we've had a crazed Goblin, a man with mechanical arms, a man made out of sand, and a lunatic black alien that has terrorized our streets. What is a normal man supposed to do against such odds?"

Gwen smiled and sat across from her father. "Luckily, their is a man out there right now with the abilities to oppose the people like that. It just so happens that he's on our side."

Captain Stacy looked at her in all seriousness. "Has it ever dawned on you that before that wall crawler came into the picture that we didn't have freaks like this Scorpion guy running around?"

Gwen was confused. "He didn't create them, dad. Besides his efforts have been acknowledged favorably by the police. He's even been given the Key to the City."

"That was not my idea," Captain Stacy said. "Hell, I even opposed it but the Mayor insisted and we had to comply."

Gwen was saddened by her father's melancholy and just didn't know what to say that would change his mood. She changed the subject, "I'm sorry I haven't been able to see you much, lately. Work has been keeping me super busy."

"I understand that, sweetheart." Captain Stacy said. "Have you still been seeing that Parker kid?"

Gwen hesitated before speaking, "Yes but I don't think it was meant to be. I actually stopped by to tell you some big news."

Captain Stacy smiled, "Thats fortuitous because I have big news to tell you also."

"Really," Gwen asked. "Well, tell me your big news first."

"No way," Stacy said. "You started this. Let's hear yours first."

Gwen chuckled, "Well, I've been offered the chance of a lifetime and am going to continue my modeling career professionally in Paris."

"Whoa," Captain Stacy said, taken aback. "That is big news indeed. My news is similar but I won't be going quite that far."

"What do you mean?" Gwen asked, confused.

"As I was saying earlier, I just don't understand this place anymore with its freak lunatics and whatnot, so I've decided to step down as Captain here in New York. I thought about retiring, but then an opportunity presented itself in San Francisco. I'm going their with a promotion and a substantial raise."

Gwen was truly astounded. "But New York is your home. I never figured you'd ever leave."

Captain Stacy sighed, "It just doesn't feel much like home anymore, sweetheart. Besides, it's your home too and you're leaving so their definitely is no reason for me to stay."

Gwen thought about his words and nodded. "I guess you're right, dad. I suppose we've just outgrown the big city."

May Parker had always been a saint in Peter's eyes; so strong and more so forgiving. She had a knack for being the unofficial consul for her nephew, especially after the loss of Uncle Ben. Hell, she'd even forgiven Flint Marko, although not in person, for that fateful night. Peter figured he could always turn to Aunt May for some guidance, and today was no exception. He conveyed to her the recent events of the past few weeks, though keeping it judicious so as not to reveal that he and Spider-Man were one in the same. Of course, sometimes Peter thought Aunt May had always known and hadn't said so. Why else would she provide such support?

"I see," was all that Aunt May had said after what Peter told her about Dr. Connors. Or rather, what Peter hadn't told her.

"Dr. Connors has been the closet thing I've had to a father since Uncle Ben passed away," Peter said. "I know he's in some kind of trouble but I don't know how to help him."

Aunt May nodded. "It sounds like your teacher is going through a very rough transition. I suppose I could attest to that."

"Not exactly," Peter muttered, loud enough for Aunt May to hear. "Dr. Connors, more or less, isn't himself. He's not a bad man, Aunt May; just lost somehow."

"I fully understand, Peter," said Aunt May, sipping a small cup of tea. "Everybody becomes lost at some point in their life."

"Even you and Uncle Ben?" Peter wondered.

"Especially Ben and myself," Aunt May laughed. "I'd be willing to wager that even Spider-Man had been lost at one time or another, but found his way back in the end. Everyone deserves a chance at redemption, Peter."

"I suppose that is something to think about," Peter said as he stood up from his seat. "I hate to do this, but I need to make sure I'm back at the apartment before Gwen comes over. It's been awhile since I've seen her and I've got a hunch that it's going to be an important conversation."

"Then go on, Peter," Aunt May said. "She needs you. As for you friend Dr. Connors, I pray he'll find a way to redeem himself."

Peter nodded and started for the door leading out of Aunt May's apartment. He opened it, and then turned back to Aunt May and said, "I was wondering something; the evening that Uncle Ben died, he told me that with great power comes great responsibility. How did he first learn that lesson?"

Aunt May smiled at her nephew's curiosity and answered, "That was a long time ago now, but I believe that is a story for another time."

Peter smiled and accepted that unofficial promise before he set out. As soon as he was gone, Aunt May slowly lowered her head and held her hand to her chest. She gently clutched her light brown sweater; a single tear streamed down her face and her breathing was slightly raspy.

Clearly, there were things that May Parker wasn't telling Peter just yet. Perhaps she felt he wasn't ready to hear the truth, but didn't Peter deserve to know about May's current condition? She stood up and slowly walked to the kitchen counter, where a white envelope rested. The address stated the envelop as from MANHATTAN HOSPITAL, and May opened it. She read the note inside, where one singular stood out: cancer. Aunt May couldn't have brought herself to tell Peter, especially since she was the only family he had left.

Aunt May thought solemnly to herself, I'm sorry, Peter.