The storm had reached it's zenith by the time Gwen Stacy had arrived at Roderick Kingsley's building via taxi cab. She had been wondering what she'd say the whole time she'd been en route to meet her boss. Once there, she paid the cabby and proceeded to enter the building. She was already drenched from the rain as she entered the building and made her way to the elevators.

The building was desolate at that time of night and it was eerily quiet as she waited inside the elevator to reach the top floor of the building which was where Kingsley's office was located. Soon the elevator dinged, indicating that she had reached the top floor.

She exited the elevator and approached the office of her employer. It was an immaculately designed office with rich furnishings and expensive displays of art paintings. She saw Roderick Kingsley with his back turned to her and standing in front of a large window overlooking the city below. Lightning flashed in front of the window and the man did not even flinch.

"You asked me to come over at once?" Gwen stated.

"Yes," Roderick answered. "As usual, you did not disappoint and came immediately. Your devotion to your career is commendable."

Gwen approached his side and they were soon both illuminated by the lightning from the sky. "Your text didn't appear to be a request, Mr. Kingsley."

Roderick smirked. "Call me Roderick, please."

"Okay, Roderick." Gwen said, uncomfortably. "What did you ask me here for?"

"Circumstances involving your career have been expedited," Roderick answered. "You're to go to Paris on the first flight out tomorrow. I will, unfortunately, be unable to go with you immediately due to a business deal that just landed me a very lucrative home that I've been trying to purchase for quite some time. Do not fret though, I'll be there within the week to acquaint you with all the majestic surroundings of Paris."

Gwen was speechless as she had not considered the Paris deal to move forward so quickly. "You asked me here just to deliver this news? You could have just texted me this information instead of dragging me out in this weather to come meet you."

Roderick turned to her suddenly and ran his fingers through her soft blond hair. "I felt that this news needed to be delivered on a more personal level. There are a few other last minute transitions to get out of the way."

He grabbed her hand and led her to the far side of the office where a camera was set up against the back drop of a blue ocean setting.

"What last minute transitions?" Gwen asked, skeptically.

Roderick started tinkering with the camera. "I need you to get on the mat in front of the ocean setting and remove all of your clothing."

"Excuse me," Gwen said, offended.

Roderick looked at her with malice in his eyes. "I do not believe I stuttered, Gwen. Remove your clothes and get on the mat. If you want to make a career out of this and climb to the top, you must first learn how to climb from the bottom."

Gwen placed her hands on her hips in defiance. "I most certainly will not remove my clothes, Roderick. In fact, I came here to tell you that I would not be going to Paris after all. Peter and I worked out our differences and thank God we did because this right here is not something I'd ever take part in. I'm not some slut who is so desperate that I'd willingly go nude just to become a famous model."

Roderick sighed. "You disappoint me, Ms. Stacy. I thought that you had real ambition. Alas, you have revealed yourself to be just another run of the mill nobody who will never amount to anything."

"I'm sorry you feel that way." Gwen said. "But by my refusing to participate in this crude and might I add, creepy photo shoot, I feel that I've revealed myself to be much more than just another run of the mill nobody."

Roderick approached her and menacingly placed his hands on her shoulders. "You will do this or I will ensure that your career does not move forward past this very night. Do you understand me?"

"If this is all my modeling career has to offer me then by all means, end it." Gwen stated.

Roderick abruptly leaned in and kissed her. Gwen, in disgust, recoiled and punched him in the face as hard as she could.

"You're a despicable pig!" Gwen spat.

Roderick wiped his bloodied lip and smiled. "You are one of a kind, Gwen Stacy. You were not meant to be a mere model but rather a queen of models. My queen of models, to be precise."

Gwen massaged her aching fist. "I'd rather be a bum on the street than your queen of models. Consider this my official resignation and you can sign it with the blood from your lip."

With that she stormed out of his office, leaving him standing there with a busted lip.

Roderick Kingsley watched her leave, all the more mesmerized by her and fully confident that some day she would be his. He always got what he wanted in the end and Gwen Stacy would be no different. The pathetic Peter Parker did not have what it took to keep a tenacious woman like her satisfied.

Spider-Man descended into a moderately wide open area of the sewer system, seeing no signs of the Lizard even though he'd gone down the same entrance. No spider-sense either! He lowered himself further down before resting on a slightly rusted water pipe, but he didn't count on it being slippery and lost his footing.

Spider-Man fell some seventeen feet before anchoring himself with a quick web line. He tried swinging toward a ledge but in going backward, the line snapped on another pipe and sent him careening back first into a wall. Ironically, he crash landed on a ledge.

The web slinger slowly picked himself up to his knees. "Okay, I'm gonna pretend that didn't happen," The web slinger shook off the cobwebs (no pun intended) and scanned the area. "Now, if I were a giant reptile in a tattered lab coat taking a defenseless woman hostage, where would I go?"

Spider-Man continued to keep a sharp eye out for anything out of the ordinary. As if a giant, bipedal lizard wasn't extraordinary enough! The web slinger was startled by a scream from somewhere else, not far from his location. He turned toward a grated tunnel directly behind him where the screaming came from. It had to be Martha Connors. He acted on this, pulling the grate away and scrambling into the tunnel to the source of the noise.

"Gotta reach her fast," he exclaimed before the ground suddenly went down. He had started sliding down the tunnel at a break neck speed, his adhesive powers barely slowing his descent. "I didn't mean this fast! Oh, oh; TILT!"

Spider-Man slid all the way down the tunnel before crashing through a grate and falling further down into another area of the sewer. Thinking quickly, he fired a web line to anchor himself and then another to swing toward the nearest wall.

Spider-Man clung to the wall, which was rather slippery and made adhering to it difficult. It was a close call but he managed to land on a new ledge, falling backward to the floor. It was times like this that he actually missed the black suit. Okay, maybe not! Before he could make a move, he felt something grasp his ankle from behind. He turned sharply and to his shock, a disheveled J. Jonah Jameson came into view inside a grated tunnel, equally shocked to see the web slinger.

"You again!" Jameson exclaimed.

Spider-Man crouched down until he was face to face with Jameson. "Jameson?! This has been quite a day. We seriously gotta stop meeting like this; people are gonna start spreading rumors."

"Will you shut up and get me out of here," Jameson demanded. "Before that lunatic Scorpion comes back!"

"I didn't hear a "please!" Spider-Man joked.

Jameson grinded his teeth, swallowed whatever pride he had and growled, "Please!"

"There, was that so hard," Spider-Man exclaimed, grasping the bars of the grate. "I gotta tell ya, pickle puss, these bars do not bring out your best side," In one fluid motion, Spider-Man ripped out the grate and pulled Jameson from his makeshift prison. "But then again, what does?"

The sound of a woman's struggling could be heard far below. Spider-Man and Jameson peered over the ledge and spotted the Lizard, with Martha Connors in tow. "Martha Connors," whispered a confused Jameson. "What does she have to do with any of this?"

"I could ask you the same thing," Spider-Man quipped before pushing Jameson back. "Stay here, flattop! This is my cue to enter the main event."

"Wait a minute; why should I stay up here when the action's down there?" Jameson asked.

Spider-Man pulled Jameson back to him and said, "I could always lower you down there; that way, you'll have a front row seat before becoming lizard kibble."

"You wouldn't dare!"

"You wanna try me? Just be a good little old geezer and stay here." Spider-Man let go of Jameson before scaling down the ledge onto the wall.

Jameson peered over the side, having one eyebrow raised. "Old geezer?!"

Martha Connors was set down gently to the floor, allowing the Lizard to stretch out his scaly form. Martha surveyed her surroundings, hoping to get an idea as to where her formally human husband had brought her. She knew that she was deep into the sewers and judging by the wide open space, she assumed they were beneath Times Square. The Lizard came back into view, cradling a blanket-covered object. Martha slowly backed away until her back was against the wall. The Lizard inched closer to the woman until he was right on top her and stopped. Martha could swear she'd seen a glimmer of regret in the Lizards' eyes.

"Why did you bring me here, Curt?" Martha asked.

The Lizard cocked his head to one side. "So we can be together."

"I still love you, but you need help," Martha explained to the creature that was her husband. "We both know you can't live like this. Please, get help."

"Why," the Lizard wondered aloud. "I've never felt any better in my life. I'm stronger now than I've ever been as a weakling human. Now, it's your turn."

The Lizard lifted the blanket, uncovering the device he'd spent weeks building. "What…what is this thing, Curt?"

"Don't be afraid of your destiny, Martha. This device will transform you for the better," the Lizard exclaimed. "Never again will you need to suffer in your fleshy prison. First, you will be changed and then, the entire city. Once I've connected my DNA re-sequencer to these conduits here, the energy will funnel into every inch of the city. Every single man, woman and child will be rid of their human traits and reborn anew."

Martha was shocked. The Curt Connors she knew would've never gone this far. "Curt, that's practically genocide. You'd be murdering everybody in New York."

"Just the human side," the Lizard tried to clarify to the woman. "Everyone will be changed into their true selves, as it was meant to be."

Throughout the exchange between human and reptile, Spider-Man quickly and quietly crawled down the wall opposite the Lizard. Martha stated, "Curt, you can't just play God like this. You have got to stop! This is insanity!"

"No, you are twisting things," the Lizard snarled in frustration. "This is all for the future of the true kings of the world. I vowed to rid the world of its most horrific disease, and I won't stop for anything."

"Not even for Billy?"

The Lizard was completely taken aback when Martha mentioned her son. "My…my son? I have a son."

Martha stood up to meet the Lizard face to face, tears in her eyes. "Yes, our human son, yours and mine. The little boy that wants his father back; his real father, his human father. Do you really want Billy to look like you? Like this?"

For once, the Lizard was speechless, and Martha believed she was finally getting through to her husband. From his covert position, Spider-Man had been watching the ordeal without daring to move. Then his spider-sense went off.

Wait a minute; since when did the web head get the tingles when the bad guy was right in front of him? Never, because the immediate danger was right behind him. Spider-Man didn't have any time to deduce the danger before he was slammed and hurled out of hiding. The web slinger careened into an overhead hanging pipeline, slammed hard onto a ledge and crashed to the ground directly in front of the Lizard. The all too familiar figure of Scorpion lurched into the area, his face barely human anymore.

"Look what I caught snooping around! Maybe if you weren't so busy sniffing up the woman, you'd have noticed the little freak too."

The Lizard sneered at Scorpion with malcontent, while Spider-Man slowly picked himself up. "Hey, I resent that, Scorpie!"

The Lizard set down the machine before sinking to all fours and clawing towards the web head. "Spider-Man, you will not get in my way again!"

"That goes double for me, freak show!" Scorpion added, stalking around Spider-Man.

Spider-Man turned his head from side to side, knowing full well he was cornered. "Okay, I think I'm in big trouble!"