Hey, guys so last time when Spider-man was fighting Kraven, it was hugely inspired by Spider-Man: hunted fan film on YouTube, seriously check it out. Other than that, enjoy more of the story.

For the reviewer that is asking about why Happy remembered Peter with all of his memories back, I'm going with the comic explanation in which Peter takes off his mask and people will remember him being Spider-Man, this was the comic answer to how that can be fixed, the same thing will be applied here in this story. Plus, I've read other fics that tried to make it about the memories of Peter to everyone don't work that way compared to the comic explanation and to be quite fair while they are interesting and emotional, to me I don't want to do it like that and make the story at least have Peter assumed the reason the spell breaks. If I could, I could make him visit Doctor Strange and ask, but I feel it'll convolute the fic a bit, but we'll see.


Act I (Part 5)

Kraven was sitting in the abandoned location he and Vermin are at. He was also on a call with Riva.

"Any reason you didn't kill him?!" Riva screamed at the top of his lungs.

"He's broken but believe me it's all part of my plan and work," Kraven said.

"What are you talking about?" Riva asked.

"Let me explain my process since you appear to be dim-witted to understand. When I first fought the Spider, I wanted to see if I can beat him or vice-versa. However, it was also to tell if he was enhanced or not. He beat me. So, I escaped his entrapment of webs and was able to somewhat track and figure out where he goes as he brings a particular smell with him. It's so strong that even Vermin could pick it up. And since I got Vermin involved. He attacked the Spider, damaging him a bit. But Spider exposed his anger to Vermin and beat him. This told me something and I thought I could exploit that. And I was correct, he cannot handle more than two people fighting whether enhanced or extremely trained. Especially if they are working together." Kraven explained.

"What about the five villains that attacked the Statue of Liberty, he managed to beat them?" Riva asked then said, "Sounds like to me you got lucky."

"Well, I cannot deduce why those five lost to him, however, I will say the Spider will not be swinging around for a while. However, I will continue to break him. If he keeps fighting, I'll see how long until he breaks." Kraven said proudly.

Riva pointed out, "That's… extreme. Why not kill him immediately?"

"Because he is an animal and I like a challenge. Also, I have reason to believe he is onto you." Kraven surmised.

"What makes you say that?" Riva asked, curiously.

"One of your operations was stopped by him. You told me he wouldn't be able to get to them, but he did. This means he is onto you." Kraven said. "Am I wrong?"

Although astonished, Riva gritted his teeth and asked, "Can you take care of him?"

Kraven smiled devilishly, unbeknownst to what his answer was.


Peter was sound asleep well, not exactly sound asleep.

She was there because of you…. Osborn's words echoed in his nightmare.

SPIDER-MAN'S NAME IS PETER PARKER!... Now Mysterio's video played in his nightmare.

Flashes of MJ and Ned being dead or killed by Mysterio and Goblin over and over are in his mind, then Kraven laughing maniacally, and he was nowhere to be seen.

Goblin laughs even wilder as he goes and blows Midtown High. Peter is on the ground being pinned down by Thanos as he holds the Infinity Gauntlet and does the Snap again.

Peter woke up frantically and screamed, "NOOOOOO!" This startled Happy as he came running to the living room and yelled "Whoa Peter! What's going on?!"

Peter took deep breaths and then looked at Happy being concerned. He took a breath and told Happy, "It's nothing."

Happy shook his head, "Yeah, right. You scream at the top of your lungs after being asleep for a while sure sound like it's nothing."

Peter didn't even bother to respond back to him. Happy asked him, "You wanna talk about it?"

He sighed and said, "I don't feel comfortable talking about it."

Happy nodded, "Well when you're ready to talk, I'll be listening."

Peter smiled at that. It's been a long time since he had someone to talk to about his problems. Then he remembered something important.

"Hey, about May, do you remember that night?"

The question made Happy go from a concerned face about him to a more saddened face. He nodded.

"I miss her deeply. That Goblin guy killed her?" Happy said sadly. His eyes were glassy and he shed at least a tear.

Peter nodded. "I remember seeing you that night when those government guys came and arrested you and you told me to run."

Happy looked down on the floor and asked, "Do you visit her?" Peter understood what he meant… her grave.

"Yeah, I do. I mostly just tell things about what happened in my day and some days I just stand just looking at her grave not talking at all." Peter explained and tried his best not to shed a tear.

"You want to visit her? I mean it's your call." Happy suggested and Peter waved his hand.

"Maybe not right away, but I'll let you know when we can visit her," Peter said firmly and started to remember both May's and Happy's relationship. Sure, they broke up, but Happy still loved her enough that he visited May's grave.

It was apparently 6 A.M. and he just noticed Happy was in his robes. "You got work?" Peter asked suddenly.

Happy shook his head. "Day off. Pepper is dealing with—Pepper! She has to remember you and Morgan!"

Peter immediately waved his hand, "No, Happy… it's ok. I'd rather they'd not remember me."

Happy looked at this confused, "You don't want them to remember you."

Peter shook his head and said, "No, I told you before that Spider-Man will always have enemies."

At Happy wanted to say something, but ultimately left it up to a question that has been pondering him, "You're taking the superhero life seriously? Aren't you?"

Peter nodded. "You don't want anybody to be with you, at the same time you want to protect them?" Happy surmised.

Peter nodded again. Then something came up in his mind. "Do you blame me for her death?"

Happy was so surprised at that question, he immediately shut it down, "Nooo!"

"Peter, why would I blame-" He then remembered May talking about her dead husband, Peter's Uncle Ben.

Peter didn't say anything but just decided to let it go for now. Happy, however, wasn't going to drop the conversation they were going to have.

"Peter, it's not your fault. You gotta stop blaming yourself for every person that dies because you couldn't save them." Happy said.

"But I—"

Happy cut him off, "Peter, it's not your fault."

It's not your fault, those words echoed through his mind like a tidal wave. He didn't know what else to say.

Happy frowned, he knew he couldn't convince Peter out of his guilt complex after all no young person should ever have to think like that. No one deserves that pain in their mind.

"Anyway, what are you gonna do?" Happy asked, changing topics.

"About what?"

Happy gestured to the bathroom, "You know you're hurt and need to go somewhere- actually where have you been living?"

Peter smiled, he hadn't smiled like that for a long time since May's death and his friends and the world forgetting him. "Alright, I'll take you to my place."

After a few minutes of changing and being in the bathroom, his arm started to feel fine, but he knew he wouldn't swing around in a couple of days as this injury would just flair or pop back up and hurt him even more. Happy and Peter went to the garage and drove his car to Peter's place. Though, it was long due to traffic and Happy screaming at other drivers which caused Peter to laugh at some of his remarks.

Happy luckily found a parking spot, despite it being Manhattan, and then both of them exited the car. They headed to the apartment building and got into the elevator. Peter eventually showed the way to his apartment door and opened it. As soon as Happy saw it, he was disappointed, but at the same time, Peter got a living space.

Peter could tell he didn't like it and that it was a crappy apartment, but still home is home. "Uh, yeah this is my place." He said as they both entered and Peter closed the door.

Happy shook his head and said, "Peter, these living conditions they're-" Peter abruptly interrupted him, "I know what you're gonna say, 'It's a crappy apartment', I know, but I'll stay here as soon I get to college, and everything is fine."

"Wait, you're not in co- are you even in high school?" Happy asked, getting more concerned. He looked around and saw a GED book laying on his desk. His eyes widened and he turned to look at Peter aghast.

"Ok, this apartment is one thing, but GED?" Happy said questioning everything Peter is doing.

Peter tried to deescalate any arguments before they occurred, "Ok, listen I know what this seems like, but trust me I'm fine. I'm getting a GED and going to college and have my life take a good turn."

"What about MIT?"

"I don't know-" This time Happy interrupted him, "Peter! You should've come to me, or Pepper and we could've sorted this," he gestured to the entire apartment, "all-out…"

"Listen, I don't need that kind of help. I got a job and everything's fine. Believe me." He held out his hands to keep the tension from rising.

Happy wanted to say something, but he knew deep down this was Peter's choice. He sighed and then a certain thing caught his eye. An entire connection tape about Riva, Mysterio, and so on, is on the wall.

He stared at it for a while. Peter started to explain, "This is also what I've been doing, tracking down Riva."

Happy nodded. "Ok, we'll get back to this in a while. Right now, I'm taking you to the hospital." Peter was surprised and then nodded, he didn't; want to argue with the man as he knew he cared for him.

"Ok," was all Peter said out of his mouth.

"And no Spider-Manning for a few days," Happy said as if he's a dad telling his son or daughter not to do something stupid. Peter groaned and then chuckled.


At the hospital, Peter was in a room waiting for the doctor with Happy sitting beside him. A nurse came by to do blood work. Peter sighed knowing how this is going to go.

The kind nurse tells Peter to roll up his sleeve and as she tries to get his blood by placing the needle into wherever the vein is, she tries to put it in, but his skin is very thick, and almost hard to get the needle in.

"Thick skin, you got there, Mr. Parker," commented the nurse.

Peter muttered, "Could've fooled me."

After a few minutes, a doctor came by and started to greet Peter, "Hello, Mr. Parker. I'm Dr. Adams." Dr. Adams is an old black woman who appeared to be concerned about something and Peter could tell she was but didn't say anything. He only wished he wasn't in this hospital. Happy greeted her as well and he explained that he was Peter's guardian, well not that Peter needed one at least to himself. Dr. Adams thought Happy looked familiar, but all Happy said was that he got that a lot.

She went on to explain that his shoulder was as if someone attacked him, instead of falling down off a great height, and informed them that he should make a police report. Peter didn't say anything to that and nodded. She then proceeded to do a closed reduction treatment. She tried gentile maneuvers to help his shoulder bones back into position.

It took a while, but she wasn't sure if she could recommend physical therapy. Peter declined it and asked when he could see her again. Dr. Adams shook her head and told make an appointment, but they still needed to talk about physical therapy.

Peter sighed; it was going to be a long week for him.

Happy is driving, shaking his head in shame. "You could've told me you didn't have insurance."

Peter sighed, "One of the after-effects of the spell and probably should've told you everything that's gone in my life."

"Never had to pay upfront before so that still feels weird," Happy commented.

"Anyway, do you have a lead on Riva?" Peter asked, changing topics.

"Sadly, no. I asked Pepper to find out any info on him. Nothing came up." Happy said, looking miserable and frustrated at himself, at this investigation, and these drivers for doing stupid stuff that you were never taught at driving school as he honked loudly and shouted "GO BACK TO DRIVING SCHOOL!" at the other driver who gave him the bird.

Peter was busy looking outside the window, staring into the sky. Memories of his past coming back to him. Memories of MJ, Ned, Aunt May, Uncle Ben, mom, dad, and even Mr. Stark. Many things happened in the New York City sky. Battling Vulture, going on that spaceship to Titan and fighting Thanos, coming back to life and fighting Thanos again and wining, but at a great loss. And then Back happened... God if only Beck didn't reveal his identity with his fake video, he would be graduating with his friends and going to MIT.

Words from the Goblin then came to haunt him, Struggling to have everything you want, while the world tries to make you choose. Maybe, he was right. The world didn't need Peter Parker, it needed Spider-Man.

Peter was lost on his thoughts so much, he didn't hear Happy calling out to him. "Peter, Peter..." Happy stared at him and then lightly tapped his shoulder causing Peter to snap out of his thoughts.

"Yeah?" He asked, not paying attention to what Happy just said.

"I was asking how long does it take for you to heal?" Happy asked feeling worried about his friend's protégé.

"Usually a day, but it depends on how serious the injury is so sometimes longer." Peter explained. The he asked Happy, "Why you ask?"

"Well, I think you shouldn't Spider-Man for a few days until you're all healed up." Happy suggested.

"Come on Happy-"

"I'm serious, whoever did that to you, could've killed you..." He paused and said "You could've died, Peter." Happy said, trying to fight and not let any tears to come out of him.

Peter gulped and decided to say anything. Happy then asked him, "By the way, who was the guy that did that to you?"

Peter sighed. "You know that 'Tarzan' guy I mentioned."

Happy stared at him weirdly, "Yeah?"

"He calls himself... Kraven the Hunter." Peter said.

Happy was about to remark about how ridiculous the name sounded.

"There's another guy that... I don't know if he works with him or obeys him," he said disgusted with the thought of Kraven using someone like they're a slave to him. He continued, "A rat creature guy... Kraven called him Vermin."

Happy was about to remark on how that name is also terrible, but he felt since Peter was injured it wasn't the right time to joke.

"I swear he was like this Russian bad guy from every 60's movies you've ever seen," Peter commented, remembering what Kraven looked like.

Happy chuckled at that. Now there was the old Peter Parker, even if it was only for a little bit.

Peter then started his old self, the one that was really happy to be Spider-Man after school was done and hopefully get on a mission with the Avengers. Boy, those were the days.

"We also have something to worry about... I think he knows who I am... that I'm Spider-Man." Peter said bluntly. Happy braked instantly at a red light causing the car to stop in a bad way.

"Hold the phone... he knows who you are?!" Happy exclaimed.

"I think he made a connection, but I'm not entirely sure because he hasn't called me by my real name or the spell has been broken on him," Peter explained his thinking process.

"Ok, well then how are you putting that together?" Happy asked.

"He came by Peter Pan's, a few days ago and asked me if he knew who I was. And then the next day Vermin attacked my friends at Flash's party- an old colleague of mine from my old school, you don;t know him. So, I think best bet he has an idea on who Spider-Man is." Peter added thoroughly.

Happy sighed and just didn't say anything for seven minutes and then said, "I'll call you right away as soon as I get something, ok?" Peter nodded and gave Happy his number.

After driving a few blocks, Happy dropped him off at Peter's place. He stared at the car as Happy drove away and looked back at his apartment building. Damn! He remembered the photos he was suppose to take for the Bugle, but... he was getting beaten in the fight against Kraven and Vermin.


He entered to his apartment and just laid in bed. He also called in sick today for work and just stared at the ceiling. "Happy remembers me..." Peter muttered under his breath. His thoughts dwelled on so much possibly and probability on who can know who he is. He starts to talk himself, "I thought that making everyone forget Peter Parker was Spider-Man could at least make them save..."

His thoughts just dwelled on and on into an abyss. "Maybe... I was wrong to make that decision..." He starts to grunt loudly, got up instantly from his bed, and clenched his fists. "Why can't I just have a normal life... what am I even fighting for?"

He notices a sliver of his costume peaking out of his closet and then immediately opened it and grabbed the costume by force. He threw it on his bed and started to shout, "It's because of you that I don't study! That I don't have any friends! That even I have a life anymore!"

"Maybe... I shouldn't be Spider-Man anymore..." Peter starts to say to himself. However, he starts look at framed pictures on his desk. Pictures of him and May and Ben. A simpler life and simpler times. He grabs the best one he likes, the one of all three of them doing a family photo. Then he looks at a photo of him and Mr. Stark with Peter holding the certificate upside down.

He took in a breath and sighed. "I can't give up... not when my friends will always be in trouble." He wasn't going to let Kraven or Vermin kick his ass next time and he will make sure of it. He just sits on his bed and stares in the distance. A wall that had nothing on it and that's he felt with his heart that there was nothing in it anymore. Despite, him saving everyone, eventually being Spider-Man was wearing him down.


In a nearby restaurant where a mysterious familiar group of criminals and scum hang out brings the attention of six people sitting with a round table so they are all across from each other. This is Riva and Quention Beck's crew as they were doing a meeting about certain people. It had been a long time since they met. Each one took control and held shipments of anything illegal drugs, weapons, etc... all of it to make extra money and to take revenge on Stark Industries. The leader was Riva who worked for Obadiah Stane and got fired. The others are Victoria Snow, Janice Lincoln, Gates Guterman, Shanice, and Doug. Riva once a passive man started to develop an anger at Stark and Spider-Man and thus grew into someone like Quentin Beck and gained a tough exterior to criminal underworld. Although, his colleagues didn't think he changed that much.

Riva started, "Good afternoon to you all... I know that our business after boss left us has been undermined to say the least."

"You're telling us... Spider-Man has stopped four shipments in the last month and the month before that and so on. When is he going to be get ridden off?" Janice spoke up, feeling in contempt of Spider-Man.

"The guy I hired is working on it and honestly in this world is just keeps getting crazier out there," Riva paused. "But I assure you... all of you that Spider-Man will pay. He's the last remaining part of Tony Stark and as we continue Quentin Beck's work, no one can stop us now. The Kingpin is a no show after what happened in Christmas and some fiasco with an Avenger. The power grab is now ours to behold."

"And how will the guy you hired deal with Spider-Man? What's his name-ehh- Kraven right? What is taking him so log to deal with the web-head?" Victoria asked, also in contempt of Spider-Man.

"If I'm going to be honest, he's trying to exploit a weakness of Spider-Man, at least that's what he told me on the last phone call we had," Riva pointed out and starting to get glares from everyone.

"And what does that mean?" Doug asked.

Riva gestured to his men to get items he's been gathering onto the table. They were covered by a white sheet blanket. Riva unveiled it to reveal two round glass cases. One of which had a black goo barely moving and the other an encased syringe.

"My colleagues, if only had Quentin Beck gotten these, we would've gotten rid of Spider-Man last year." Riva started to present.

"What the hell is this?" Guterman asked, mostly surprised at the black goo.

"I was getting to that Guterman. First, the black goo. Now I know what you all are thinking and are asking 'What the hell is this', but I assure you that this is an interesting death weapon to Spider-Man. I got this off a scientist who collected it off in Mexico. He said it was going around onto people and eating them alive. Mainly two bodies were found dead and he quickly collected into case and kept until he could study what it was. However, it was moving around in the case that he could just study it's behavior by not taking it out. He described it as that it had characteristics of a symbiote," Riva surmised.

The rest of crew stared in shock on something so small could kill a person. "This thing?" Doug asked in horror.

Riva nodded, "I've seen the photographs the scientist documented. He collected the bodies before police could find them."

Shanice asked, "Who is this scientist then and can we speak with him?"

"He wishes not to be named, but he has been offering to help us when needed." Riva said firmly.

"And SHIELD or Damage Control hasn't been onto this?" Guterman asked.

"SHIELD hasn't noticed a thing about this and Damage Control are run by morons that think they're solving something, basically I'm saying they've been incompetent. My friends, we have the power to control this city and finally have our revenge." Riva prided.

Janice then asked, "And the syringe? What is it for?"

Riva mocked and said, "Oh this..." He paused. "This is for our buddy Kraven... to give him something powerful... and for us to control him."


I'll end it here, I am excited to write the next chapter now that I set all the chess pieces in place. Also, yes hospital scene is somewhat based on Ultimate Spider-Man Issue #1.