Volume II: The Living Brain

Note: This will be the fourth chapter of Volume II, this will introduce the robot called the Living Brain as an enemy of Spider-Man and Ghost-Spider, this chapter will also introduce Dr. Curt Connors as Peter and Gwen are interning under him. The Master Planner still planning his revenge against Spider-Man has put in motion events that will turn the Living Brain into a weapon he plans to use against Spider-Man and Ghost-Spider. Spider-Man will cross paths with Ghost-Spider in this story as the web-slinger is curious who this new hero is and what's her connection to him.

Its September 12th, a week has passed since Peter Parker was saved at the hands of Ghost-Spider. He's sitting on a rooftop all dressed up as Spider-Man as he still trying to find this Ghost-Spider who saved his life.

"It's been a week and still no sign of Ghost-Spider. Whoever she is, she's very good at covering her tracks like I am. Not that there's anything wrong with having another hero helping out the neighborhood. I just can't shake this feeling about her since that day." Spider-Man says in his thoughts.

Peter remembers that Ghost-Spider performed CPR on him and brought him back to life after Crime-Master gassed and nearly killed him. He remembers that lip on her face when she had her mask partially opened.

"Stop it, get a hold of yourself Parker. You already have a girlfriend, Gwen Stacy. You can't be thinking about another girl even if she is a hero like yourself, it's not right. I can't do that to Gwen, she's the love of my life. Then again, I keep sincerely lying to her face about what I do in my spare time. I had to tell MJ about my secret since she found out by accident, Captain Stacy figured out my secret afterwards, not to mention that I had to reveal my identity to Aunt May after Fisk attacked our home. There are a few number of people who knows my secret, including S.H.I.E.L.D. and the Avengers. I wonder if I should tell Gwen who I am. Will she be okay with me being a superhero or will she see me differently? I don't want to lose Gwen for anything but I don't keep lying to her either. My relationship with Liz failed because I couldn't be honest about myself as Peter and Spider-Man. What relationship can survive with lies and deception?" Spider-Man is wondering about many things.

Spider-Man still thinks about his relationship with Gwen until he got an alert on his phone.

"Attention all units, a pair of criminals armed with hi tech weaponry are attacking an armored car on the corner of Broadway, proceed with caution."

Spider-Man sighed as he gets up. "Time to go to work."

Spider-Man jumped off the rooftop and swings towards trouble nearby.

(Later)

A pair of criminals attacked an armored car, one is inside a brown exosuit that resembles a grizzly bear and another one wears on that of a kangaroo.

"Hurry up." Kangaroo is collecting the money.

"Don't rush me." Grizzly is collecting too.

Spider-Man arrived at the scene from the rooftop to look down to see two new supervillains stealing money from the armored car.

"Looks like New York is attracting all sorts of crazies these days." Spider-Man is watching.

Spider-Man placed the camera at the ledge in site of the robbery, he jumps and swings down closer as he lands on the top of the armored car. The two supervillains stopped collecting as they see Spider-Man here.

"Never seen you clowns before, so who are you?" Spider-Man asking for their names.

"Glad to make your acquaintance, mate. Allow me to introduce myself, I am Kangaroo and this is my partner Grizzly." Kangaroo introduced themselves to Spider-Man.

"Can't you two find something better to do than steal money?" Spider-Man says to the two villains.

"Can't do that, I've been blacklisted from wrestling and my friend here is wanted back home for armed robberies." Grizzly stated to Spider-Man.

"That's too bad, Yogi Bear. Can't let you and Boo-Boo steal the picnic baskets?" Spider-Man said a joke.

"Fine, then I guess we're done talking." Grizzly felt threatened.

Grizzly picked up the back door and tossed it hard at Spider-Man but the web-slinger jumped up in the air.

"Ha! You missed!" Spider-Man still in the air.

His spider sense tingled as Kangaroo jumped up higher my and strikes at Spider-Man with his powerful legs and drop kicked him down hard onto a nearby taxi cab.

"Ow! Did not see that coming." Spider-Man is down.

Ghost-Spider is swinging and patrolling the streets of New York City as she spotted Spider-Man up ahead and is engaged in combat with two supervillains.

"Looks like Spidey could use some help." Ghost-Spider is still swinging.

Ghost-Spider heads towards Spider-Man's direction to assist him with the supervillains.

Grizzly picked up another door and swings it hard at Spider-Man but the web-slinger ducked down and webbed the door.

"Hey buddy, I think you lost this!" Spider-Man swings it back towards Grizzly.

The door hit Grizzly hard and fell back, Kangaroo jumped up and is about to slam down on Spider-Man hard until he got kicked hard in the air by Ghost-Spider and fell back down.

Ghost-Spider landed in a three point stance and surprised Spider-Man.

"Hey Spidey, thought you could use some help." Ghost-Spider says to Spider-Man.

"I had the situation under control." Spider-Man says to Ghost-Spider.

"Yeah, sure you did." Ghost-Spider being sarcastic.

Grizzly and Kangaroo got back up and sees two spiders here together at the same time.

"Well, well, well, just our luck. Two Spiders here." Kangaroo is surprised.

"Don't matter, we'll crush these two like a couple of cockroaches." Grizzly crunches his fists.

"Guess the fight isn't over yet." Ghost-Spider is preparing for another fight.

"Agreed, I'll take Winnie the Pooh and you take Jackie Legs." Spider-Man says to Ghost-Spider.

Grizzly charged in at Spider-Man as Kangaroo jumped up high and slams down on Ghost-Spider. Grizzly managed to bear hug Spider-Man against the cab and is squeezing him hard.

Ghost-Spider rolled out of the way as Kangaroo slammed down on the ground creating cracks on the pavement. Spider-Man is still being crushed as he's trying to get freed but his arms are locked, he then head butts the Grizzly hard on the head, it's effective as Grizzly lost his bearings and loosen his hug, Spider-Man took the opportunity to get freed.

Spider-Man watched as Ghost-Spider is fighting off Kangaroo, she does some acrobatic moves and uses the same fighting style as he does. Ghost-Spider is still dodging the slams the Kangaroo kept throwing at her, she counters by firing a web line past him.

"Ha! You missed!" Kangaroo smiled.

"Did I?" Ghost-Spider still gripped her web line.

Ghost-Spider pulled a mailbox hard and it hit him on his back as he came towards her and she strikes back with an uppercut to his head. Kangaroo got knocked out cold as Ghost-Spider is victorious.

"That's care of that, Mate." Ghost-Spider looked down on a defeated Kangaroo and mocks him.

Spider-Man is still engaged in a fight against Grizzly as the villains uses his claws to slash at Spider-Man but the hero kept back flipping until he counters with shooting webbing at his feet, Grizzly tries to move but was immobilized.

"Now to strike back!" Spider-Man prepares for a jump.

Spider-Man jumps and does an axe kick on Grizzly's head, he knocked the villain out cold and he fell back on the ground.

"Sorry, no honey for you, Pooh Bear." Spider-Man says a joke,

Ghost-Spider giggled. "No honey for you, Pooh Bear. That's a good one."

"I'd like to add jokes during combat, gets into your opponent's head. By the way, thanks for helping out. I could've taken them by myself, but it's nice to have help." Spider-Man thanked Ghost-Spider.

"Sure thing Spidey, happy to help." Ghost-Spider says to Spider-Man.

"So you're the mysterious Ghost-Spider I've heard so much about. Gotta say, I like the outfit, it's kinda derivative like my own but the color combo is spectacular and the hood is a nice touch." Spider-Man complimented Ghost-Spider's suit.

"Thanks, your suit is an improvement over the original." Ghost-Spider complemented Spider-Man's suit.

"It's an upgrade, came with extra features, like a spider drone and enhanced web-shooters." Spider-Man explained about his upgrade suit.

"Web-Shooters, that's a catchy name." Ghost-Spider says to Spider-Man.

They then hear police sirens closing in as Grizzly and Kangaroo are still out cold and the money is secured.

"Listen, I gotta go. I'm late for something. Catch you another time." Ghost-Spider shot a web line.

Ghost-Spider jumps and swings away as Spider-Man watched her leave.

"Huh? Wonder what she's late for?" Spider-Man shot a web line.

Spider-Man swings back to the rooftop to retrieve his camera, he checks the photos taken of the event and sees some of himself with Ghost-Spider fighting Grizzly and Kangaroo together.

"Hopefully Flattop will give me a bonus once I deliver these to him, at least I don't have anything to do..." Spider-Man stopped himself and became shocked. "Oh my god! I forgot! I'm suppose to be meeting Gwen at the Coffee Bean for our date! She is going to kill me for being late!"

Spider-Man took the camera and swings away from the rooftop as to try to make it in time for his date with his girlfriend.


Ghost-Spider made it in Tribeca and swing onto a rooftop with her backpack. She looks around to make sure that no one is watching. She confirmed that it's all clear, she took off her mask as she's Gwen Stacy with her hair tied up like a ponytail.

"Crap, I'm late. I hope that Peter will be there waiting for me." Gwen started undressing her suit.

Later she changed into her regular clothes and puts her suit back into her backpack.

(Coffee Bean)

Peter is waiting at the Coffee Bean alone as Gwen is a no show, he already showed up earlier.

"I wonder what's taking so long with Gwen, she's never this late for a date." Peter says in his thoughts.

Peter waited until he spotted Gwen coming into the Coffee Bean. Gwen looked around and sees Peter is here and waving to him. Gwen smiled and walked up to him.

"Hey Gwen, looks like I've made it in time for once. What kept you?" Peter says to his girlfriend.

"Oh, I was... well, I missed the train to the city so I had to take a cab but it's a bit of a traffic jam out there." Gwen lied to Peter.

"Oh, well it happens, this is New York City after all. By the way, I've ordered a drink for you. You know, your usual favorite." Peter says to Gwen.

"Cinnamon Latte, thanks, you're the best." Gwen smiled at Peter.

"Anything for my girl." Peter flirts with Gwen.

Peter and Gwen leaned in closer and kiss each other, they both felt better in each other's presence.


Later at night in the underwater base, Master Planner and his associate Phineas Mason watched the news about recent event that happened today.

"A pair of enhanced criminal attacked an armored car with the intent to steal money being transported to the bank, fortunately Spider-Man and Ghost-Spider managed to thwart the robbery and stop the villains responsible for the incident. Crime is certainly going down recently since Ghost-Spider made her appearance last week, with two spider heroes protecting our city, things are looking to improve for the entire city."

"This is getting complicated, two spiders are too much to handle." Phineas Mason expressed his concerns.

"Relax Mason, nothing will deviate from the plan. I'm still working on a solution to free the players from their confinement. In the meantime, I'll need to find a way to keep these spiders busy while I'm still making preparations." Master Planner says to Mason.

"How are you going to do that?" Phineas Mason is curious.

Master Planner changed the screen to show Oscorpand their recent successes, one in particular is a big green robot about to be unveiled at an field trip from Midtown High.

"Oscorp?" Phineas Mason is surprised.

"Yes, it seems like Norman Osborn is attempting to restore his company's image since last year's disaster. He's about to unveil the new robot called the Living Brain, a highly intelligent robot capable of solving problems." Master Planner explained about the Living Brain.

"What is it that you're suggesting?" Phineas Mason is curious.

"This might be a perfect way to kill three birds with one stone, have the Living Brain kill the two spiders and humiliate Oscorp in the process, which in turn will humiliate Norman Osborn." Master Planner revealed his plan.

"So this isn't just about killing the spiders, you want revenge on Norman Osborn." Phineas Mason says to Master Planner.

"Spider-Man isn't the only reason my life was ruined, Norman Osborn also had a hand in my downfall. Is this going to be a problem for you, Mason?" Master Planner asking Mason.

"On the contrary, I've got a score to settle with Norman Osborn too. That man threatened me to testify against my friend Adrian Toomes, after I've done what he asked, he fired me and had me blacklisted from ever working in a lab for life. So if you're going to take a shot at bringing down Osborn, I'm in." Phineas Mason smiled as he's interested in revenge.


Later at night in the Daily Bugle, Jameson is looking over the photos of Spider-Man and Ghost-Spider fighting the two supervillains, Peter is wondering if he's interested in them.

"Not bad, Parker. You never cease to amaze me with your talent in photography. I'll pay you 600 dollars for all of them." Jameson holding the photos.

"Thanks." Peter is about to get paid.

Jameson writes a check for 600 dollars and hands it to Parker.

"Here you go, bye bye." Jameson gave the check.

Peter took it and walked out of the office only for Eddie Brock to be waiting outside.

"Just out of curiosity, Parker. How is it that you've managed to be lucky enough to know where and when Spider-Man will show up?" Eddie Brock is curious.

"Don't know, I guess that Spider-Man just like me more than you. Better luck next time, Brock." Peter walks away.

"Pete, did you get the bonus?" Betty asking Peter.

Peter shows here the check and Betty is impressed.

"Nice, you're definitely the best photographer around here." Betty is walking with Peter.

Eddie Brock is jealous of Peter Parker, the guy is lucky to have a friend like Spider-Man looking out for him and has the best luck of attracting pretty girls like Betty Brant.

"One day Parker, we'll see who's number one." Eddie Brock says to himself.


At Oscorp, Norman Osborn is taking a stroll through the lab to see the newest invention designed by Oscorp, a big green robot called the Living Brain being worked on by Dr. Petty, the Living Brain's creator.

"Dr. Petty, how is the Living Brain?" Norman looking at the Living Brain.

"It's operating at peak efficiency, it'll be ready for demonstration in a couple of days." Dr. Petty informed Norman.

"It better be, I've invested money into this project. I'd hate to have any minor issues jeopardizing this company's reputation. Otto Octavius already did that with his failed fusion reactor and transforming himself into Doctor Octopus." Norman wants everything to be perfect.

"Yes Mr. Osborn, I've checked it's system, nothing to worry about." Dr. Petty assured Norman.

"Very well." Norman walked away from the lab.


The next day at Midtown High, Peter is with Gwen as they listen to Professor Raymond Warren teaching his class about science until the school bell rang.

"I hope that none of you forgot that the field trip to Oscorp is tomorrow, be sure to have your permission slips ready. Alright, class dismissed." Raymond Warren says to his class.

Everyone got their stuff and heads out of class including Peter and Gwen.

"Mr. Parker, Ms. Stacy, a moment please." Raymond Warren says to Peter and Gwen.

Peter and Gwen stayed behind in class as they both wonder what their science teacher wants.

"Is there something wrong?" Peter is wondering.

"Actually no, I have some good news. Do any of you know about Empire State University?" Raymond Warren says to them.

"Yeah, that prestigious Ivy League School in the city." Gwen says to her teacher.

"They have an internship for two promising high schoolers and I've recommended you two, my star pupils." Raymond Warren tells them about the internship.

"That's amazing." Peter is happy.

"Thank you." Gwen is happy too.

"You start this afternoon, you'll be interning under Dr. Curtis Connors who is the head scientist there. I'm sure that you'll learn a lot under his guidance. Best of luck to you both." Raymond Warren says to his two best students.

Peter and Gwen are both happy that they'll get to expand their minds in science and get to see the school they plan to go after high school.


In the underwater base, Master Planner still has the data he got from Spencer Smythe before his death as he has great plans for it, he copied the contains into the thumb drive.

Phineas Mason is all dressed up as a janitor to sneak into Oscorp to have direct access to the Living Brain.

"I'm all ready to infiltrate Oscorp." Phineas Mason is in disguise.

"Excellent." Master Planner hands Mason the thumb drive. "Take this and upload the virus into the CPU, it also has the data of Spider-Man's moves that'll come in handy for the Living Brain to use against the spiders."

Mason took the thumb drive. "Not to worry, as long as you do your part of getting me past Oscorp security, it'll be a piece of cake."

"I'll make sure that you get in without interference, just upload the virus and get out fast." Master Planner assured Mason.


In the city at Empire State University, Peter and Gwen looked around the campus and are amazed. Peter has a history with this school concerning a particular green giant known as the Hulk.

"Wow, this certainly brings back memories from last year, it's where the Hulk and I fought each other." Peter says in his thoughts.

"Wow, can you believe that this is the school we'll be going after we graduate." Gwen is impressed by the school.

"Yeah, it's amazing. Let's just hope that we both get scholarships because this place is expensive." Peter says to Gwen.

"All the Ivy Schools are, I'm sure that with good grades like ours, we might be eligible for one. Shall we?" Gwen says to Peter.

"Ladies first." Peter says to Gwen.

Gwen and Peter head for the research lab where they'll intern.

(ESU Lab)

A one armed man is in his office working on his computer as it shows lizards and an equation for regeneration. He's even got a pet iguana inside a terrarium in his office.

"Okay, let's see if I got the equation right." Curt types his computer.

The computer is showing a mouse and an sequence for regeneration, the screen turned red as it failed and the regeneration process is still incomplete.

"Another failure, but I can't give up. I'll crack the code one day." Curt Connors is determined.

The door knocked as someone is outside his office.

"Who is it?!" Curt is curious.

"It's me, Vincent Stegron. The interns from Midtown High are here." Stegron reminded Dr. Connors.

"Thank you, I'll be right there." Curt says to Stegron.

Dr. Connors closed the laptop and grabbed his lab coat. He steps out of his office to meet the two interns before him. They see the man had right arm amputated, leaving only the left arm.

"So you two must be the interns Raymond recommended." Curt says to Peter and Gwen.

"That's us, I'm Peter Parker." Peter introduced himself.

"And I'm Gwen Stacy." Gwen introduced herself.

"Nice to meet you, Peter and Gwen. My name is Doctor Curtis Connors, and yes, in case you're wondering, I am a southpaw." Curt Connors introduced himself to the interns.

Peter and Gwen smiled as Dr. Connors has a sense of humor.

"And this is Vincent Stegron, my assistant." Curt introduced Stegron.

"Nice to meet you both." Stegron says to Peter and Gwen.

"Likewise, so what do you all do around here?" Peter is curious about the work.

"I'm a teacher here during the college hours, and afterwards, a scientist that specializes in herpetology, meaning lizards. As of right now, we're studying on human life by finding cures for disease or try to improve the life expectancy. All of it is possible through science, even though some would call you mad scientists." Curt Connors explained to the interns.

"I believe it." Peter says to Dr. Connors.

"Me too." Gwen says to Dr. Connors.

Peter got his powers through the science of creating of the super spiders just like Gwen got hers too.

"I appreciate your optimism. Now shall we show you around?" Curt Connors says to the interns.

Peter and Gwen are beginning their internship under Dr. Curt Connors as they hope to learn a lot from him about science.


Sometime later, Gwen is home after her internship with Dr. Connors has ended for the day, she managed to obtain a paper from the Bugle concerning her and Spider-Man's team up, it's titled 'Spider-Man and Ghost-Spider, Partners in Crime', she became offended that she's now painted as a criminal by the newspaper.

"You got to be kidding me." Gwen isn't happy.

The door knocked as Gwen noticed that her costume is out of her backpack.

"Who is it?" Gwen is curious.

"It's me, your dad. May I come in?" George is outside the door.

"Just a sec!" Gwen is panicking.

Gwen grabbed the costume and hides it under her bed as she doesn't want anyone to learn that she's Ghost-Spider, including her own father.

She finished hiding the costume and walked up to unlock the door.

"Okay, you can come in now." Gwen invited her dad into her room.

"Are you okay, you seemed agitated, did I interrupt something?" George is wondering.

"No, I was just changing shirt and you caught me by surprise." Gwen made up an excuse.

"Oh, I'm sorry if the timing was bad." George apologizes to his daughter.

"Don't worry." Gwen says to her father.

"So how was the internship?" George is wondering.

"I was great, me and Peter got to see the campus and it is huge, the lab itself is great, very cutting edge stuff." Gwen described the university.

"I'm glad that you and Peter enjoyed your time together." George Stacy says to his daughter.

George then sees a paper from the Bugle as he picked it up and it's about Spider-Man and Ghost-Spider being partners in crime.

"Can't believe that Jameson still thinks that heroes are bad." Gwen is not enthusiastic about it.

"Some people will always fear what they don't understand." George Stacy says to Gwen.

"Yeah but Spider-Man is a hero who saved my life last year and now this Ghost-Spider saved my boyfriend's life, this world needs heroes willing to do what right, they protect us." Gwen stands up for heroes.

"You're right, this world does need more heroes. There were times when a lot of bad things happened to good people and everyone needed something to believe in, to give them hope. First Spider-Man came into the picture, then more heroes came afterwards, the entire world was on the verge of extinction until Earth's Mightiest Heroes banded together and saved everyone. None of us would be here if they didn't come and fight for us. We're lucky to be in a world of heroes." George Stacy is very supportive of heroes.

Gwen smiled as she's proud to be one, her own father still doesn't know that his daughter is a hero who saved her own boyfriend from death. Even if everyone painted the heroes as vigilantes, she still doesn't regret being a hero. She'll continue fighting out there and helping the innocent that need it.


Meanwhile at the Parker Residence, Peter is with May and Mary Jane as they see a news report about Spider-Man and Ghost-Spider fighting off the supervillains.

"We are watching footages taken from security camera across from the armored car heist as Spider-Man and Ghost-Spider are working together to take down the robbers responsible for the heist. With these two heroes out there protecting the people of New York, things are looking to improve for our city."

"I have to agree with the news lady, having two heroes looking out for our neighborhood is better." May says to Peter.

"Yeah, but there's still a lot of lingering questions about this Ghost-Spider. Her powers are very identical to my own, that much is clear, but her movements however." Peter says to May and Mary Jane.

"What about them?" Mary Jane is curious.

"They're also exactly identical to my fighting style, the acrobatics and the techniques, all identical." Peter has some suspicion.

"You once mentioned that you've trained under a woman who knows that you're Spider-Man." May says to Peter.

"Yeah, Julia Carpenter, she calls herself Madame Web. She trained me in martial arts so that I could take on villains who are just as powerful as me, even more so." Peter remembers Madame Web.

"So you think that you and this Ghost-Spider have the same teacher?" Mary Jane says to Peter.

"If that's true, then that means that she has the same training that I do." Peter says to Mary Jane.

"What about her suit? I'm guessing it's not something you buy at Sears or Target." May asking about the suit.

"It's... kinda like mines, most likely made from unstable molecules, the webbing is very effective like mines too, whoever made these things is a science genius like myself." Peter is describing Ghost-Spider's suit and her capabilities.

"So basically she's like the female version of Peter Parker." Mary Jane says to Peter.

"Yeah, basically." Peter says to Mary Jane.

"The spider that once bit you and gave you your powers, where did it come from?" May is curious.

"It was last year at the Stark Expo that me and Gwen once visited a booth where a scientist named Dr. Jonathan Drew was showing off his work on the super spiders, one of the spiders was missing and found it's way to me." Peter told about his origins.

"There was another Expo last month, remember? That night when the Spider-Slayers came for you and attacked everyone." Mary Jane reminded Peter about the expo.

"So chances are that one of the spiders could've escaped during the chaos and bit someone, that person is Ghost-Spider." Peter says to Mary Jane.

"Yeah, but it's the Stark Expo where a lot of science nerds go, not to mention that everyone wants to meet Iron Man, anyone of them could be Ghost-Spider." Mary Jane says to Peter.

Peter sighed. "So it's like looking for a needle in a haystack."

"Look, whether she's like you or not, it doesn't matter. She saved your life, you almost died until she came along and brought you back to life. You're in this world because of Ghost-Spider. We should be thankful that she's here, I am." May says to Peter.

May has a point, Ghost-Spider saved his life when he was powerless against Crime-Master and almost came close to death. Peter is grateful to Ghost-Spider for saving his life, he still gets to be in the world and be with his true love because of her. But a part of him felt connected to Ghost-Spider, even attracted to her, he can't figure out why.


It's midnight at Oscorp, a janitor is walking into the building as a security guard stopped him for going further.

"Hold! What are you doing here late at night?"

"I have the night shift." Phineas Mason is in disguise.

"I don't believe I've seen you around here before."

"I was just hired recently, I'm needed on research floor." Phineas Mason lies to the security guard.

"But first, I'll need to check your ID to confirm that you're an employee."

"Very well." Phineas Mason pulled out his work ID.

The guard took it and had it scanned.

(Underwater Base)

Master Planner is hacking into Oscorp's security systems and is getting past the firewall.

"Your security is a joke, Norman Osborn. It's all too easy." Master Planner continues to hack.

He created a fake ID into the system for Mason to use to get past security.

(Oscorp)

The computer is still scanning the ID and got a match in the system. Mason's fake ID popped up.

"Okay, you're all clear. Proceed."

"Thank you." Mason took back his ID.

Mason made it to the elevator and enters it, he pressed the button and is going up.

"I'm in, thanks for getting me inside." Phineas Mason says on the earpiece.

"Don't thank me yet, still have a long way to go." Master Planner says to Mason.

The elevator stop and Mason got off, he's is now on the research floor where most of the cutting edge technology is being developed.

He walks around to see that the floor is clear and the security camera are still active.

"Cameras." Mason says to Master Planner.

"Not to worry, I'll take care of it." Master Planner assured Mason.

(Security Office)

All the cameras are being monitored in one room, the screens are showing off images from the research floor until they turned into static, the guard noticed something strange happening on the screens.

"What's going on?"

The screens returned back to normal and the static disappeared, they see the image are clear and normal.

"Nothing, everything is fine."

(Research Lab)

Mason is waiting for the all clear to proceed.

"You're all clear, the camera are being played on a loop." Master Planner gave the all clear.

Mason then proceeds to the laboratory where he looks around to find prototypes of new inventions Oscorp is developing, one of them is a glider.

"Now where are you?" Mason kept looking.

He stopped looking as he gazed upon a big green robot before him.

"There you are." Mason smiled with pride.

He examines the Living Brain more closely to see that it's powered off. He then looks around to find its CPU, he found it behind its head.

Mason pulls out the thumb drive Master Planner gave him and plugged it into its CPU, the thumb drive is doing its work of uploading the virus along with combat skills of Spider-Man to be used against the spiders.

"I'm in, the virus is being uploaded into its CPU." Mason says to Master Planner.

"Excellent." Master Planner is pleased.

Mason then heard a noise coming from the hallway, he hides himself to avoid being discovered by security. He watched as the thumb drive is still uploading the virus.

A security guard came by the lab to check if anyone is here, he pulled out his flashlight and shines a light around the room. Mason is still hidden behind the machinery and tires to remain undetected.

The guard them turned off the light and closed the door, he walked away as Mason came out of hiding. He checks on the thumb drive to see that it successfully uploaded the virus into the Living Brain.

"Is it done?" Master Planner is curious.

"The upload is complete, the Living Brain is now ready for combat." Mason confirmed the upload.

"Well done, get the thumb drive and get out of there." Master Planner orders him to retreat.

Mason took the thumb drive and started to walk out of the lab leaving the Living Brain behind as the virus is already uploaded into its CPU, it's ready for combat against Spider-Man and Ghost-Spider soon. Mason got into the elevator and smiled as his mission was a success.


In the morning outside of Midtown Science High School, the class of Raymond Warren are gathered outside where the buses are waiting for the field trip to Oscorp. Peter and Gwen both have their own suits inside their backpacks as neither of them know about the other.

"Glad that you've all got permission to go, let's hope that this year's field trip to Oscorp turned out better than last year's." Raymond says to his class.

"How can we forget, that mad scientist Doctor Octopus almost blew up the building with his failure of an experiment. Glad that Spider-Man kicked his ass." Flash says to everyone.

"Language, Thompson." Raymond says to Flash.

"Sorry." Flash apologized to the teacher.

"Alright everyone, on the bus!" Raymond tells his class.

Everyone started to get on the bus, Peter and Gwen sat together like last year, as did Harry and Mary Jane.

(Later)

Everyone is on the bus as it's driving off the Queensboro Bridge and enters the city. Peter is being all quiet as he still thinks about the Ghost-Spider a lot since the first time she saved his life and more recently from their first team up.

"Why can't I stop thinking about her? I'm here on a field trip with my girlfriend Gwen and all I can think about is the Ghost-Spider. What is it about her that draws me to her? Could it be that I could have an attraction to her? That can't be, I'm not one of those guys whose got another girl on his mind, especially if she's a hero with spider powers like you." Peter says in his thoughts.

"Peter?" Gwen tries to get his attention.

Peter snapped back to reality. "Huh? I'm sorry, did you say something?"

"Are you okay?" Gwen is worried.

"Ah, yeah, everything is fine. How about you?" Peter says to Gwen.

"Yeah, I'm fine too." Gwen says to Peter.

Peter grabbed a bottle of water and hands it to Gwen.

"Thirsty?" Peter offers Gwen water.

"Thanks." Gwen smiled as she took the bottle.

Flash is sitting with Betty Brant behind the seat where Peter and Gwen are sitting down drinking water together.

"So there's this new spider hero swinging around and helping people?" Flash is curious about Gwen.

"As far can I tell, she's saved both our lives." Betty says to Flash.

"She? So she's a chick?" Flash is surprised.

"She's like a female version of Spider-Man. To be honest Flash, it's about time that there's a girl out there kicking ass and saving lives, the heroes needs some more girl power." Betty says to Flash.

"I got nothing against that. But out of curiosity, do you think that this Ghost-Spider and Spider-Man are romantically involved?" Flash is curious.

Peter and Gwen both coughed simultaneously as they both heard that conversation, Flash and Betty got interrupted by Peter and Gwen as they're recovering from the cough.

"Are you two okay?" Betty is concerned for Peter and Gwen.

"Yeah... just had some water in my voice box." Peter is recovering.

"Yeah, me too." Gwen is recovering.

"Okay, glad that you two are fine. Gave us quite the scare." Betty says to Peter and Gwen.

Peter couldn't believe that someone thinks that he's romantically involved with someone he just met last week. He still remains faithful to Gwen as she's everything to him. Gwen on the other hand only knew Spider-Man as the man who once saved her life last year, now she's a hero just like him and now her classmates thinks that Ghost-Spider could be dating Spider-Man. She looked at Peter and still has strong feelings of love for him, but a part of her felt some attraction for Spider-Man.

"Why am I thinking about Spider-Man? I have a boyfriend who is the love of my life. I know that all the girls are crazy about Spider-Man, but me? I can't be feeling for him, or can I?" Gwen says in her thoughts.

Peter and Gwen are still struggling with their feelings for one another and their attraction for the other's alter egos, Spider-Man and Ghost-Spider.


The entire class arrived at Oscorp as they step outside the bus and looked at the building they've been to last year.

"Here we are, we're at Oscorp... again." Raymond Warren tells his class.

Everyone enters the building as they see that Oscorp is functioning perfectly since last year's incident concerning Doctor Octopus. Unknown to everyone, the building surveillance cameras are watching everything.

(Underwater Base)

Master Planner and Phineas Mason hacked the mainframe and are watching everything happening at Oscorp right now, including the field trip that is taking place right now.

"A field trip, how fitting." Master Planner is watching.

"Do you plan to have the Living Brain attack the class full of teenagers?" Mason is worried.

"Of course not, the Living Brain is programmed to cause damage to Oscorp and attack the spiders on site. It's very fortunate that they're there right now as they'll soon witness the fall of Oscorp as well it's CEO Norman Osborn all disgraced." Master Planner is excited.

(Oscorp)

Norman Osborn come to greet the junior class of Raymond Warren. Peter, Gwen, Mary Jane along with most of the class are already aware of Norman Osborn.

"Welcome back to Oscorp, I am Norman Osborn, CEO of Oscorp Industries as I'm sure that most of you know already. I gives me great privilege to welcome the best and brightest that Midtown Science High School has to offer. Now if you'll all follow me to the research lab where our newest invention is about to be unveil." Norman Osborn says to the science class

(Later)

Everyone got off the elevator as some of them have been here before last year when Dr. Octavius was demonstrating his fusion reactor to the class. Unfortunately that experiment was a total failure that could've killed everyone that day if not for Spider-Man's intervention. He destroyed the prototype but the accident created Doctor Octopus, Spider-Man's first supervillain.

They've arrived at the lab to see a huge green robot in front of them along with the robot's creator Dr. Petty.

"Allow me to introduce Dr. Petty, the creator of the green robot standing before you, the Living Brain." Norman introduced Dr. Petty and the Living Brain.

"Welcome everyone, you're among the first to witness a new thinking robot for the modern age." Dr. Petty says to the class.

"What does it do exactly?" Peter is curious.

"I'm glad that you've asked. This robot is designed to learn and analyze the data it collects, then it solves it. Shall we demonstrate?" Dr. Petty explained about the Living Brain.

"Are you sure that it's safe? Me and my boyfriend once encountered robots last month, it didn't go so well." Gwen is concerned.

"Not to worry, young lady. We've tested it many times, there's no need to worry. It's perfectly safe. Turn the Living Brain on." Dr. Petty says to his assistant.

The assistant types the computer nearby and activated the Living Brain, everyone in the room sees the eyes lighting up and it's starts moving.

"LIVING BRAIN IS ONLINE." Living Brain is active.

Everyone clapped as they see a robot in the works but both Gwen's and Peter's spider senses are tingling as danger is nearby.

"MUST TERMINATE SPIDER-MAN AND GHOST-SPIDER!" Living Brain is moving and scaring everyone.

"What the hell is going here! Shut it down!" Norman is shocked.

Dr. Petty and his assistant are attempting to shut down the Living Brain but the screens are giving off static as they're having trouble accessing the robot. The Living Brain started to move as everyone is intimidated by his presence, everyone started to run away.

"I said shut it down!" Norman demanded them.

"I can't shut it down! We're locked out of its systems!" Dr. Petty is having trouble.

Everyone reaches the elevators but nothing happens as the elevators are inactive and the doors to the stairs are sealed tight.

(Underwater Base)

Master Planner and Tinkerer watched from the screen as everyone is desperate to escape but couldn't since the security mainframe is currently hacked to prevent anyone from escaping.

"This is so much fun to see, let's see how Oscorp will dealt with such a scandal." Master Planner sounded enthusiastic as he chuckled.

(Oscorp)

The Living Brain is wrecking the lab as Norman and the other scientists are trapped.

"What is going here? I thought that this was safe?" Norman is confused.

"It's supposed to be, but it looks like someone must've altered the Living Brain's programming." Dr. Petty suspected as much.

Meanwhile still stuck on the research floor, the whole class is still trapped as Peter quietly sneaks away from the scene, Gwen also sneaks away in another direction while everyone is still distracted.

Peter found a janitor's closet where there are no cameras, he enters it and starts changing into his suit.

Gwen enters the women's restroom as she checks to make sure that is empty, she enters the stall and starts changing into her suit.

Back in the lab, Norman and the scientists are trying to figure out how to stop the Living Brain from wrecking all the equipment.

"Dr. Petty, doesn't the Living Brain have a self destruct in case it ever got stolen or compromised?" Norman is wondering.

"Yes, actually." Dr. Petty confirmed as he pulled out a detonator.

"Do it, activate self destruct!" Norman ordered Dr. Petty.

Dr. Petty pressed the detonator but nothing happened as the Living Brain received the self destruct signal but it has already been disabled.

"What's happening? Why hasn't been destroyed?!" Norman is confused.

"The Living Brain must've anticipated a self destruct mechanism and disabled it itself." Dr. Petty kept pressing the detonator.

The Living Brain turns around to see Norman with the scientists, one of them is holding the detonator and attempting to destroy him with it.

"I CALCULATE THAT YOU ALL POSE A THREAT TO THIS UNIT. YOU ALL MUST BE TERMINATED!" Living Brain felt threatened.

The Living Brain walks towards them all ready to kill them all.

"Oh no! The Living Brain sees us all a threat! Now it'll kill anyone it deemed dangerous to it!" Dr. Petty is scared.

The Living Brain came in close and raised both his arms up with its fists ready to slam down to kill, the scientists screamed in horror as their lives about threaten. Spider-Man webbed up both its fists from behind and pulls it down hard, he saved them in time. Norman along with the scientists sees that Spider-Man is here and he just saved their lives.

"Spider-Man?" Norman is surprised.

"You all get out of here, I'll hold him off. Now go!" Spider-Man tells them all to leave.

Norman along with the scientists all left the lab as the Living Brain got back up and sees that Spider-Man is finally here.

"SPIDER-MAN, YOU ARE NO MATCH FOR THE LIVING BRAIN. YOU SHALL BE TERMINATED!" Living Brain threatens Spider-Man.

"Seriously, is every robot I've come across trying to kill me?" Spider-Man says to the Living Brain.

The Living Brain picked up a desk and tossed it hard at Spider-Man but Spidey dodged the attack and jumped onto a ceiling, he's looking down at the Living Brain.

"Okay, looks like I got my answer. Better kept its attention on me instead of anyone else's." Spider-Man still on the ceiling.

Meanwhile in the hallway as everyone is still stuck on the floor, Ghost-Spider arrived at the scene and surprised everyone as the entire class got to see the new hero in person, especially Mary Jane.

"Whoa! You're Ghost-Spider!" Flash is surprised.

"Well duh!" Betty is being obvious.

"Stand back! I got this!" Ghost-Spider walks to the door.

Ghost-Spider then executes a push kick and knocked the door hard as there is now an opening to the stairs.

"Alright! Everyone out!" Ghost-Spider says to everyone.

Everyone on the floor is exiting down the stairs, she seen Mary Jane with Harry Osborn together as they leave the floor.

"Quickly, quickly!" Ghost-Spider says to the exiting class.

Everyone left the floor and is out of danger for now, she then proceed to the lab where the Living Brain is.

Back in the lab, Spider-Man is doing some backflips dodging the Living Brain's attacks. Spider-Man stopped the backflips as he jumps over the Living Brain and fired off webbing at its eye lens, blinding it until it removed it off its face. He analyzed the data from Spider-Man's combat prowess and finds a weakness. Spidey landed behind it and jumps for a drop kick but the Living Brain caught onto his attack and swings his fist backwards and strikes Spider-Man hard against the wall.

"Okay, you're smarter than you look." Spider-Man is getting back up.

Ghost-Spider arrived to see Spider-Man on his feet and the Living Brain is about to strike again as she webs up a chair and tossed it at the robot hard, the impact only staggered it a bit as it turns to see Ghost-Spider here.

"TARGET CONFIRMED: GHOST-SPIDER. YOU WILL ALSO BE TERMINATED!" Living Brain threatens Ghost-Spider.

"How did you get here?" Spider-Man is surprised by her presence.

"Oh, I just happened to be in the neighborhood. What about you?" Ghost-Spider is also surprised.

"Same with me, could use some help. This thing is turning out to be a bit of a challenge for me alone." Spider-Man says to Ghost-Spider.

"How so?" Ghost-Spider says to Spider-Man.

"This robot is very strong and can predict my moves, the more I fight it, the more it can learn. This is not going to be easy." Spider-Man says to Ghost-Spider.

"So how do we stop it?" Ghost-Spider is curious.

"I don't know, but we need to keep it focused on us instead of anyone else." Spider-Man says to Ghost-Spider.

"SPIDER-MAN, GHOST-SPIDER, YOU BOTH WILL BE TERMINATED!" Living Brain is walking towards them.

It charges it as Spider-Man and Ghost-Spider both split up to dodge it's attack, they each got behind it and fired off a web line at its arms. Living Brain uses its strength to pull both spiders and swings them around until they collided with each other hard.

Both spiders got back up and recovered as they're getting bested by a highly intelligent robot.

"This is not good. The two of us together isn't enough to stop it." Ghost-Spider says to Spider-Man.

"We can't give up! There's got to be a way to shut it down!" Spider-Man refused to give up.

"Wait! This thing is a machine, so it must have a CPU to guide its functions. If we can remove it, then it'll be useless." Ghost-Spider suggested an idea.

"CPU? You're sounding like a science whiz." Spider-Man says to Ghost-Spider.

"Hey, there's more to me than just a pretty face." Ghost-Spider said with humor.

The Living Brain is charging towards them for an attack.

"This way!" Spider-Man swings out of the room.

Ghost-Spider swings out with Spider-Man as they see the Living Brain coming towards them. Spidey then pressed the button on the control, he shuts the door with the Living Brain inside, he finished off by webbing the door, he exhausted his cartridge.

"That should slow it down a bit." Spider-Man replaces his cartridge.

The Living Brain slams it fists at the door, trying to break it down, the spiders sees the impact dents it is making.

"Come on, I'll explain what we should do!" Spider-Man runs down the hall.

Spider-Man and Ghost-Spider runs down the hall as the Living Brain burst the door down and got outside to see the spiders making a run for it.

"ESCAPING IS FUTILE! I SHALL HUNT YOU BOTH DOWN!" Living Brain follows after them.

Spider-Man and Ghost-Spider enters another lab to find a lot of prototypes stored there, they split up as to hide from the Living Brain.

The Living Brain enters the lab to find nothing around here, it then activated its infrared sensors, it scans around the room to find the two spiders wherever they're hiding.

It then picked up a heat signature as Spider-Man is jumping towards it and firing off a volley of webbing at it face but the Living Brain uses it arms to protect itself. Spider-Man then switches to a drop kick but the Living Brain anticipated his move and grabbed Spidey's leg and swing him down on the ground hard. It then grabbed Spider-Man's neck and held him down on the ground.

"TARGET ACQUIRED! COMMENCING TERMINATION SEQUENCE!" Living Brain is preparing to kill Spider-Man.

Ghost-Spider then jumped onto the Living Brain's back as she's trying to open up it head trying to reach its CPU. The Living Brain let's go of Spider-Man as it attempts to stop Ghost-Spider.

"Oh no, you don't!" Spider-Man quickly webs up the Living Brain's arms.

Spider-Man tries to hold the Living Brain from hurting Ghost-Spider as she opened up the access hatch of its head and found the CPU.

"Found it!" Ghost-Spider grabbed it.

Ghost-Spider then pulls the CPU hard out of it head with all her strength, Spider-Man still holds the Living Brain back as it's attempting to stop Ghost-Spider from taking its CPU. Ghost-Spider took one last pull and succeeded in taking it out of it head and held it in her hand, the Living Brain shuts down as it lost its CPU.

Spider-Man can see that the Living Brain is now offline and powered down. Ghost-Spider jumped off the Living Brain's back and landed on the floor. She offered Spider-Man her hand.

"You alright?" Ghost-Spider extends her hand to him.

Spider-Man took it. "Yeah, I'm okay. Thank you."

Ghost-Spider pulled Spider-Man up on his feet as they see that they've succeeded in defeating the Living Brain but are still left with lingering questions.

"Why did this thing attack us?" Ghost-Spider is curious.

"I don't know, but I have a feeling that the answers are in that CPU." Spider-Man points to the CPU in Ghost-Spider's hand.

Ghost-Spider hands the CPU to Spider-Man.

"Here, hopefully this will give you the answers you seek." Ghost-Spider gave it to Spider-Man.

"Thanks, I have to admit, we make a pretty good team." Spider-Man complimented their teamwork.

"Thanks, you're not so bad yourself." Ghost-Spider complimented Spider-Man.

They then hear sirens coming from the outside of the building.

"I think it's time that we take our leave." Spider-Man suggested to Ghost-Spider.

"Right, till next time, Spidey!" Ghost-Spider leaves the room.

Spider-Man watched as she leaves the room leaving him with a inactive Living Brain while still holding the CPU in his hand.

(Outside)

A lot of police and firemen are at the scene as the Midtown Science class along with Oscorp employees are safely outside. Raymond Warren is worried as two of his students are unaccounted for.

"Where is Peter and Gwen?" Raymond Warren is worried.

Gwen Stacy is coming out of the building as Mary Jane and Harry rush to her.

"Gwen, I'm glad that you're alright?" Mary Jane is relieved.

"Where's Peter?" Harry is curious.

"Wait, he's not with you guys?" Gwen is surprised.

"Knowing him, he's probably still inside taking photos for the Bugle." Harry suspected Peter's actions.

"There he is!" Mary Jane pointed out.

They see Peter coming out of the building as they came up to him.

"Are you alright, Tiger?" Mary Jane says to Peter.

"Yeah, just got kind of lost. It's a big building." Peter made an excuse.

Harry sighed. "So much for the field trip. Why do these things keep happening to us?"

Peter and Gwen couldn't exactly tell him that it's because of their hero lives.

The press came to the scene as they all approached Norman Osborn for an explanation for the incident that happened today in his tower.

(Underwater Base)

Master Planner and Mason watched live news of Oscorp where Norman Osborn is speaking to the press.

"Mr. Osborn, how do you explain for the robot's actions today?"

"This was an unexpected surprise for us all, we did not program the Living Brain for this purpose. Someone or something was responsible for the unexpected malfunction. Fortunately, Spider-Man and this Ghost-Spider arrived in time and prevent anyone from being harmed, they've single-handedly neutralize the Living Brain and prevent anymore damage to my company." Norman Osborn speaking to the press.

"It would seem like those two spiders are still alive and breathing." Phineas Mason says to Master Planner.

"No matter, even if they did survive, it was so worth it. Norman Osborn has been publicly humiliated thanks to his own invention turning against him. The Living Brain served its purpose, now to focus on how to free the villains from their cages." Master Planner says to Phineas Mason.

"How do you plan to do that?" Phineas Mason is curious.

"For this to work, I'll need to enlist the help of an old enemy of Spider-Man's. He will be the key to freeing them. Soon, the team will be assembled and Spider-Man along with this Ghost-Spider shall fall, this city will be mine for the taking." Master Planner says with pride.

Master Planner continues with his plans to assemble as team to fight Spider-Man and Ghost-Spider.


Later at ESU Labs, Dr. Connors is still working on his formula for regeneration as he tries another approach to see the results.

"Let's hope this works this time." Dr. Connors is hoping.

The door knocked as Vincent Stegron his assistant came inside.

"Yes?" Dr. Connors still at his desk.

"The interns are here." Stegron informed Dr. Connors.

Dr. Connors got up and left his computer on as it's still running the simulation on the regeneration formula.

Dr. Connors came out of his office and is surprised to see Peter and Gwen here especially after he heard what happened concerning their class field trip turning into a disaster.

"Peter, Gwen, what are you two doing here?" Dr. Connors says to Peter and Gwen.

"We're here to do our internship." Peter says to Dr. Connors.

"I heard what happened at Oscorp with your science class. Glad that you're both okay, I was considering giving you two the day off." Dr. Connors says to Peter and Gwen.

"Well, we're both fine now. It's not the first time we've been in danger, we've had our moments. But we can't let all that bring us down, we need to move forward, and this is how." Gwen says to Dr. Connors.

"I agree." Peter sided with Gwen.

Dr. Connors smiled. "Okay... then let's get to work. Just let me turn off the computer in my office and I'll be out in a minute."

Dr. Connors went back to his office to check on his computer only to be surprised to see that the virtual three legged mouse has managed to regenerate a new leg.

"Well I'll be damn." Dr. Connors is surprised and happy.

"Dr. Connors! We're waiting in the lab!" Peter says outside the office.

"I'll be right there!" Dr. Connors says to Peter.

Dr. Connors saved the data of the project and turns off the computer as he left to teach the interns about science.


It's nighttime at the Parker Residence as Peter is examining the CPU that Ghost-Spider removed from the Living Brain, he plug it into his computer hoping to find a clue as to who is behind this incident.

May opened the door. "Peter, I've brought you some hot chocolate."

Peter took a mug. "Thanks, Aunt May."

"What are you doing?" May is curious.

"I'm examining the CPU from the Living Brain, that robot that attacked me and Ghost-Spider. I'm hoping to find something that'll tell me who's pulling the strings." Peter is typing the computer

The computer has full access to the CPU to check the coding as Peter recognized it.

"Huh?" Peter is stunned.

"What is it?" May is curious.

"The coding share similarities to the ones I've found in the Spider-Slayers that attack me last month." Peter recognize it.

"Do you think that Spencer Smythe is behind this?" May says to Peter.

"It can't be him, he's dead. But he did say something on the night he died. He told that there is someone else who hates just as much as he does." Peter remember Spencer's words.

"What are you thinking?" May says to Peter.

"I think that there's someone out who wants me dead, and I have a feeling that none of this is over, this is only the beginning." Peter has a feeling.

Peter believes that there is another threat who is targeting him, probably the same person who is pulling the strings behind the Spider-Slayers and the Living Brain. But he's got his other things on his mind besides this mysterious foe.


It's midnight as Spider-Man is at the Queenboro Bridge at one of the towers waiting alone.

"Where is she?" Spider-Man is still waiting.

Madame Web made an appearance in astral form.

"I was wondering whether you show up or not." Spider-Man says to Madame Web.

"Normally I'm the one who calls to you, not the other way around. Why did you summon me?" Madame Web says to Spider-Man.

"There's this new spider in the city, she fight just as well as I do. Do you know anything about her?" Spider-Man is curious.

"Of course I do, I was the one who trained her, just like I've trained you. She is just one of many other destined to be a hero like you." Madame Web says to Spider-Man.

"Others? Are you saying that there are more than just her and me?" Spider-Man is surprised.

"They will show themselves to you in time, but just know that she follows the same path as you do." Madame Web says to Spider-Man.

"If you know who she is, then tell me." Spider-Man says to Madame Web.

"I can't, but you'll find out soon enough. Remember, she plays a big role in your life, Spider-Man. Always remember." Madame Web then disappears before his eyes.

"Wait!" Spider-Man tired to stop her from going.

Spider-Man is left alone as Madame Web is already gone. He still thinks about Ghost-Spider and who's under the mask, Madame Web told him that she'll play a huge role in his life.

Note: Please write comments or reviews about this chapter and tell what you like about it, thank you and continue enjoying the story.