I don't own Spider Man; I have been reading some more What If comics. Gave me some ideas for this one-shot. This story takes place in a very different version of the first episode of Spectacular Spider Man

The All-Star Captain -Spider

New York, the city of dreams and angels. Unfortunately, during the beckoning hours of the night. Manhattan would turn into a sleaze pool of crime and villainy. On top of one of the skyscrapers already a crime was in progress.

Flint Marco, a known thug in the underworld along with two stooges he met up in a bar had just robbed a Dimond store. With stolen bags in hand, the three criminals awaited on the building landing porch for their fourth team member who was piloting their getaway helicopter.

Finally, the flying vehicle was beginning its descent to the porch to collect the thieves and their loot. Flint smirked the plan had been a success. He didn't need to worry about some hotshot wall-crawling…

"Ahh, ughh…dah!" Flint heard from his behind. As the green-shirted goon turned around. His eyes flared up from the shock at the sight of his fellow scumbags. Both on the ground, teeth were broken and nose bleeding and flat out knocked out as they lay on the floor.

Flint backed away in fear. "Oh, oh no." The thief whimpered knowing that the man who did this to his friends had just turned his lucky big score into a massive zero. Flint looked at the top of his getaway copter. Seeing a smug figure holding sitting on the metal blades. "Son of a bitch." Was all Flint could stretch out from his vocal cord.

"So, puny Flinty is trying to make another hustle and bustle. Come on dude, what is this like? You're fourth? Fifth heist? Bro, you really need to work on your game a bit more. It is starting to get boring now man." The figure wore a full-bodied spandex suit, the suit was divided into two colors, the bottom half of the suit was pure black while the top half was ruby red. A red straight-line cut through the arms of the suit while his gloves were styled those of a biker. Two Spider symbols were sewn into the suit's chest. A big black one on his front and a smaller red one on his back. His face was covered by a red ski face mask. This mask covered a majority of the figure's face except for his mouth and hair which could be clearly seen, the lenses of the mask were covered by what seemed to be cut-out white swimming goggles with black outside lines. Finally, a web-themed medium-sized cape flapped around from his back.

Flint backed away from his oppressor. Fear and sweat began to pour down his skin. "Cap…Captain Spider." Was that Flint could spur out.

"Hey! That's All-Star Captain Spider dude." The superhero jumped down from the copter straight in front of Flint. As he walked closer to the thug Captain Spider cracked his knuckles in his past time getting ready to put the criminal into casualty just like he had done to Flint's cohorts a few seconds ago. "Come on Flinty, where's your halftime play? All summer you've been making me squat after you. Kinda wanting more game from ya you know? After all that time."

Flint backed away from the imitating spider "look cap… I"

"Ugh, ugh its Captain Spider, bro again got to remind you. Cap's the other dude."

"Captain Spider." Flint corrected as he started to put his hand into his pocket "Like I was saying I think YOU CAN JUST GO TO HELL!" Flint took out a gun he had been hiding. However, before he had a chance to press the trigger. A tingle went off in Captain Spider's head warning him of the danger which was coming. Captain Spider quickly bent off missing the upcoming bullet coming his way.

Once the bullet had passed through. Captain Spider jumped into the air like an ape in the jungle. Rising his fist, he shot himself like a rocket and slammed his knuckles into the crook's jaw. Hearing a bone from Flint's mouth break due to the impact. Captain Spider grabbed Flint's shit and shoved his left leg into his stomach making Flint cough out some saliva. Captain Spider then proceeded to violently slammed both his fists from Flint's behind breaking Flint's back and making the thief crumble painfully onto the floor.

Captain Spider wiped his gloves clean from the spit. Feeling proud of himself for doing another goodnight's worth of work. Until he heard sirens echoing from the bottom of the building. "Dam it." Captain Spider groaned. Always count on the cops to ruin his moment. The superhero jumped from one building to another, using his wall-crawling ability to slink away into the city's darkness.

First Day Back at Midtown high

"Last the night the mysterious vignette Captain Spider stopped another crime robbery. Since the start of August, this crime fighter has been going out of his way to bust out some of New York's most rotten. Yet, some citizens are concerned by how violent Captain Spider can be with the people he apprehends. While New York has stated they are grateful for his protection some have admitted they do not feel entirely safe by his choice of actions. Here we have Captain George Stacy. Please sir tell us about your view on Captain Spider." The reporter asked as the radio tuned to the newcomer.

"Normally, I would try to see the positiveness of such a figure. Growing up I would hear war stories from my father about how he was saved from a Hydra camp by Captain America. I valued those stories about The Cap, Black Marvel, Destroyer and so many others. I respected them for what they stood for. For what they were. Just a group of people using their supernatural abilities to benefit their fellow man rather than themselves. Unfortunately, I cannot find the same type of respect for this Captain Spider." The officer admitted in a disappointed tone.

"Why, do you say that captain?" Asked the radio producer.

A sigh could be heard from the intercom "You, see my problem with Captain Spider is that he is too violent with the criminals he apprehends. As we speak, at least three wards of a hospital are filled up with battered men and even women requiring some very intense care. Just last night Flint Marco, a hood under our radar had his jaw broken. Even with surgery, the Doctor has informed me there is a good chance it will never properly heal."

"With all due respect Officer Stacy, some people would find it odd that you are defending the very people you and the force are putting away. You need to remember these are not some lost souls. You of all people should know that. Some of New York feel Captain Spider's methods are too good for those thugs. In fact, J. Jonah Jameson of the Daily Bugle has praised in his papers Captain Spider's (ask questions later) attitude is just what New York needs."

"With all due respect to you April, me, and Jonah are very different people. Especially on subjects like this. I understand why the city will have mixed opinions on the welfare of criminals. Of course, they would. These people are kidnappers, thieves, rapists, and even murders. My case is this, when you act like a criminal in order to stop a criminal, you're not creating order, you're just expanding chaos. Sooner or later Captain Spider's methods will get someone killed. If that happens, I will be forced to arrest him. I say this as a warning to him if he is listening. If he is willing to tone down his methods and work with the police, I will cooperate in return. However, if he goes too far, I swear I will."

"Screw you, old man." Flash berated turning off his My phone. As the podcast was silenced, the high school Jock just fumed as he walked towards the school. He couldn't believe it. All summer he had been taking his ass out at night stopping creeps like Marco, making people save. In return, all he got was bitching from the police.

Flash growled. It wasn't fair, after everything he had done this summer. Everything he had given up, missed dates with Liz, hanging out with his fellow jocks like Randy, missing the super bowl. The Bugle stated he should have gotten a medal for his work as Captain Spider. "Dam right I should." Flash screeched out. It was all that stupid spider's fault.

One Year Earlier

In the last school year, he and the rest of his class went for a school trip to some boring science center (Flash, didn't bother to remember the name) He and Liz just used it as an opportunity to hang out like a date. When puny Parker tried to take a picture, Flash used the opportunity to get one on the geek and shoved the poor kid to the side making him lose his photo. As Flash enjoyed his moment of humiliation to impress his girlfriend. The smug bully didn't notice a small Spider web down to the back of his neck and bite him.

Flash still remembered the stinging burning feeling, how he almost vomited in front of the geeks. Once, he got back to his home. Flash just fell down to his bed. The day after he was on top of the world. Flash though at the time didn't care he just wanted to get to school for football practice with the guys.

When he got to the training field, however. He played way better than he ever had done in his life. Somehow, he could get this tingle in his head whenever the ball was coming his way or when another player tried to tackle him. Somehow Flash could predict the whole game and how to counter-move. The whole practice was amazing, the couch was so impressed by him, and Flash didn't even practice beforehand. Not to mention how well he could throw a ball now. Flash was always good at throwing one but that day he threw it way better than even he could have ever imagined.

When it clicked something abnormal had happened to him was when he shook hands with the couch for a great practice game. As their hands grabbed one another, Flash for some reason couldn't let go of it. While he heard Liz, Sally, and the rest of the gang, calling him to hang out. Flash couldn't unhang from the coach. It was a good three minutes until Flash and the coach uncoupled their grips. Coach like Flash found it strange but didn't look more into just telling the quarterback to get some rest. Flash on the other hand was unnerved by the situation. His hand had stuck onto the others like glue. Freckled out from the experience Flash ignored his friends and ran away from school to an ally.

The moment Flash knew something was wrong, had been confirmed when the football captain looked at the front of his palms. Tiny black hairy spikes were growing out of them, the type of hair on the spikes was very similar to that of a Spider's. Flash had remembered some hot lady doctor at the science center mentioning the animals had been genetically modified like in a sci-fi film. Flash didn't care at the time as he was kissing Liz, but now looking back what if that Spider which bit him had been one of those genetic freak animals? Would that explain how he got all these weird skill boosts during practice?

One way to find out, Flash turned to the wall behind him. He put one hand on the wall, then his second one slightly ahead of his first-hand. The jock continued this motion until he realized he had literally wall crawled to the top of the building. Flash was aghast, he actually had real superpowers like on TV.

For the next couple of hours, Flash experimented more with his new powers. Jumping from buildings, crawling on some of them. Anything a Spider could do Flash Thompson could now do easily. Except for one thing, webs. Flash tried and tried but not matter what hand movements he made not one web could come out. To his embarrassment, he did take down his pants and tried to shoot a web out of his butt like an actual spider. Thankfully to the jock's relief nothing came out. So, webs weren't part of the deal. He just hoped no CTV footage had taken a picture of him doing that. It would so kill his rep at school.

When he put his trousers back on, his tingle went off. Annoying as it was, he saw the reason it had done so. Some pet shop was getting robbed. Flash saw it as an opportunity, he tested his super strength on the pitch. Let's see how what he could do against a guy. He saw ads for wrestling fights for money. If he had super strength, he could easily take down the competition and win himself a grand easily. This pet shop crook would be his test dummy.

Ripping off a sleave on his jersey and tiring it around his head making it into a makeshift bandana-like mask. Flash jumped down to the ground not feeling any pain what's so ever. He went into the shop dogged the thugs' bullets and smashed the guy's face into a fishbowl. Test completed; he could take down anybody.

While Flash was daydreaming of his potential careers as a super-powered celebrity. Wrestling matches, football games, talk shows all now at his oyster for the taking. His train of thought was interrupted by the store owner a simple old lady who offered him some cheap candy as a reward. That's when it clicked for Flash. Forget football and wrestling, why not become a superhero? He was drowned in history by his teacher about Captain America, then later he saw how way more famous Tony Stark became when he started the Iron Man gig.

If he did the same thing his stats would go off the roof. Go masked vigilante for a while chicks dig that. Do, some goodwill work for a couple of mouths. Summer was coming up so he would have all the free time he needed to patrol for crime. After he stopped a number of crimes and got a good rep along with the key to the city. He would unmask himself and get all the fame, fortune, and merchandise he could ever want. Who knows maybe the Avengers would ask him to join?

Present time

"So, why the hell hasn't it happened by now?" Flash asked himself annoyingly. He spent whatever allowance he had to make the suit. Spent a good number of hours watching YouTube videos in order to sew said suit. Did all the goodwill work as Captain Spider and all he gets is some washed-up copper threatening to arrest him on the radio. It wasn't fair. While the Bugle's editor was supporting his antics. Flash couldn't really see the newspaper as his best friend. As for Flash was concerned only bookworms read the news, normal people who wanted to get the real scope would just watch TV. A tv Captain Spider wasn't on.

Now he had to go back to his dumb school, get some dumb science tests done, and make some time for Liz. Speaking of which.

As Flash entered the courtyard. His heart went warm seeing his sexy girlfriend sitting on the edge of the water fountain. As Liz wore her summer cheerleader uniform the jock's imagination went wild from certain sexual thoughts, he would like to have acted out this summer with his girlfriend.

"Hi, Lizzzz" Flash sprouted out in his usual flirty manner.

"Hey, Flash," Liz replied blankly.

Which was odd to Flash. Before breaking up for summer, anytime he would say something like that to Liz, he would expect her to be fawning over him instantly. Perhaps it was just a moment? She was after all reading something on her phone. Something she was often glued to.

Flash sat next to her trying on his usual Thompson charm "So?" He asked slyly "Did, you miss me during the summer?"

"I guess?" Liz replied in her same tone as before.

Flash backed away slightly hurt and confused "What's that supposed to mean?"

Liz turned to face her boyfriend "tell me Flash? How was that Football camp in Bayville?"

Flash remembered the cover story he told Liz and his gang. In order to get his Captain Spider work done, he lied to them saying that for the summer he was going to some town called Bayville where they had a football camp. It seemed to work out at the time. He had an excuse not to be in town and they had a reason to not visit or phone his house. So why was Liz pounding him about it now?

"Come on Lizzy, you know I phoned you every chance I could get." Flash tried to confess as he put his free arm around her back.

Unfortunately, Liz moved away from his grip. Further concerning Flash. "Liz, babe what's going on?"

Liz sighed as she stood up "One night when you didn't phone, I called your mom to see if I could get the camp's number so I could get in touch. When I asked your mum, she said she never heard of any camp. That all summer you were at home." Liz growled.

Flash sheepishly backed away "Oh crap." Was all the jock could think off?

But Liz wasn't done yet "You know what else? She said you might be seeing 'Ally." Liz seethed. Flash was speechless, Ally some 80-year-old woman who lived in Hell's Kitchen. Flash found in an ad. She was senile as hell; however, she was a pro when it came to sewing. While he did spend a number of hours on YouTube to learn to make the suit. Ultimately his three attempts in making one ended up in tragedy. Finally, he just found someone to make it, the reason he picked Ally was due to her bad memory, so he didn't need to worry about her exposing him as Captain Spider.

So, why was Liz getting so hissy about her? No, no way did his girlfriend actually think Ally was some bit on the side. Flash felt green imaging a scenario with him and… "uggh" was all he could feel "Look Liz it's not what you think." He pleaded as he got up from the bench "Ally is."

"Your bit on the side?" Liz questioned angrily "All, summer I wanted to spend time with you. Go to the movies. Corny Island get you to meet my parents? Oh man, you must have had a ride with me." Liz laughed sadly.

"Liz, I swear. I wasn't seeing anyone. You're my girl. I love you." Flash pleaded feeling his heart beginning to tatter.

Liz turned around not to face him crossing her arms "A girl you lied to for the last three months?" She turned her head to face him angrily "Fine, if you weren't seeing another girl or at Bayville then where you all this summer? Humph?"

Flash, felt his backpack become heavier. His Captain Spider suit begging him to come out and show her. However, Flash couldn't find himself to take it. No matter how badly he wanted to. All he could say to his girlfriend was "I'm sorry, I can't tell you." He answered sombrely.

Liz sighed, feeling a small tear come down her eye as he took her schoolbooks and began to walk inside the class "I'm sorry Flash. I just can't trust you. I can't be with someone who isn't honest with me. I had to deal with enough of that from Mark. I won't do it again with you." With that being said the cheerleader walked away.

While the Jock just stayed in the courtyard seeing her fade away. Lowing his head in what had transpired.

Midday

It was free period and Flash was looking forward to some pounding at the gym. He needed to let out of some steam. While it had been three hours since the break-up, the hurt was all too fresh for the jock. True he wanted to throw some water bombs at a few geeks, he had to put that temptation behind him. When he finished up his hero work as Captain Spider and revealed himself it wouldn't look good if it turned out the next could be Avenger had done some school bullying in his free time.

Then again, the Captain Spider plan was proving to be more of a dud than a success as Flash originally imagined. By last September he thought he would be seeing people begging for a Captain Spider Funko pop, shirts, and autographs. Instead, the girl of dreams just dumped him thinking he was cheating on her, the chief of police threatened him with arrest and somehow, he made a bunch of criminals look like victims. All in all, Captain-Spider was turning into Major: Pain in His Ass.

Now instead of patrolling tonight. He was now thinking of throwing his costume into the nearest garbage bin. If the police think they can do a better job let them. He will be home watching the game with some beers and pals. Makeup what he stupidly gave up this summer.

Flash punched his locker in anger. Breaking it open so he could get his sports gear. What he didn't know was that someone had passed him as he did the action.

"Ugh, You okay Flash?" A small voice small yet kind voice asked.

Flash grumbled. Just great puny Parker decided to graze him with his presence. Now that Flash stopped putting him in the locker the nerd properly thought he could try to hang out with him. Probably to get some protection from the other bullies now that Brock had graduated. "What do you want pipsqueak?" Flash asked annoyingly.

Peter as he fixed his glasses nervously choose the right words to answer back "I just saw that you seemed to have … some issues."

"Well, everyone does in this school Parker get used to it." Flash berated back getting his sports bag out "You just need to ask my dad after he had a few."

Peter sighed sadly, remembering how bad Mr. Thompson used to get with his son and wife. Even though it was a few houses done his street Peter could still remember the screaming and crying from the Thompson household from his childhood. The whole neighborhood heard it. He still remembered when he came to Flash's house for a birthday party. The black eye his mother had before his dad left for God knows where.

"Still, if you need to talk or something I can…"

"You can what!" Flash interrupted rudely "Your just some four eyes, you think just because you got some job at a science center you know how to help me. Trust me geek you don't. In this world, it's not brains you need its fists." Flash finished as he passed through Peter "Now go back to your geek squad."

Before Flash made it to the gym door, he got a reply "Your wrong." Peter replied.

"What!" Flash asked quietly but intimidatingly as he forced himself to look at his former victim.

Peter perhaps for the first time in his life tried to be brave to his former tormentor "Using your fists doesn't get you through life. It just shows you how angry you are. It just shows why people should be scared of you and why they shouldn't respect you."

Flash gritted "Trust me, kid, I tried to get respect all my life. All it ever got me was a bad deal."

"Don't you think I ever got a bad deal in my life? My parents died before I ever knew them. My idea of cool Is being like Stephen Hawking. I am the usual target for bullies like you. I need glasses constantly I can't even use contact lenses. I am the poster boy for uncool. Don't you think there are times I want to be something more? Something spectacular?" Peter stemmed.

"Trust me there were a ton of times I did, but it would go against what he taught me," Peter answered.

"Who taught you?" Flash quizzed.

"My uncle. I grew up with him and my aunt. Anytime I had a moment when I didn't like myself when I wish I could be someone like Captain Spider. He told me that when you have a gift you got a duty to do right by people who don't have that same gift. Use your skills to benefit them more than yourself. When you have great power, you have a great responsibility." Peter surmised for the jock.

"You're right this new job with the Corners, might not push me up in the popular ladder in school. At least it gives me a chance to help people. With the research in genetics who knows what kind of illness can be cured with that type of research." Peter happy simplified as he left for his next class. Leaving the jock with his thoughts.

Flash dismissed them. It wasn't important. Not anymore, Captain Spider was a dead job. He would use his great power to get into the pro leagues in football. He would be responsible for himself and a girl who wouldn't dump him so easily.

The evening – The Corners Research Lab

Flash was carrying a six Pac under his arm. He used some fake ID to get some beer. He was going to call Randy and the others to hang out, but it turned out they were busy with something. Mostly going out on dates and didn't invite him encase of awkwardness. Bah, he didn't need them. After three or four beers he wouldn't need to worry or care for a good couple of hours.

That was until he heard some screams from the distance. Flash's tingle took over as he dropped the beer and ran to the other street. To his surprise, the crowd was next to the lab, the one where he got bit by that spider back in June. Yet, his mind's focus was changed to a being all the people were screaming at.

Flash didn't know what he saw. He didn't know if he wanted to believe what he saw. Until finally he accepted what he had just seen. A giant lizard man-creature had jumped onto the wall. Using the night's darkness to hide his major physical features but his body frame matched that of a monster from a horror movie. Once the beast reached the top, it growled a cold reptile scream echoing for all of Manhattan to hear.

Once, it finished its roar. The monster ran away into the darkness. Flash felt his heart beating at a quick speed. In the summer as Captain Spider, he had gone off against thugs, drug dealers, and the worst of humanity. Nothing like that, nothing that could match or be greater than the powers he had. An actual real supervillain and he was terrified of it. He wasn't ready for it.

Flash was about to make a run for it. However, the crowd of people near the lab kept his attention. Flash didn't understand shouldn't they be more worried over that Lizard monster? Why huddle over there? Flash's curiosity got the better of his fear as he made his way to the crowd. Once he did his whole mind inexpertly shattered.

On the floor was Parker, injured and bleeding. The kid was gasping for dear life. Breathing heavily and blood pouring out from his wounds. Claw wounds that monster had given him. A fearful Gwen Stacy and Mrs. Conners next to him. Gwen looked out of her mind with fear and tears while Eddie Brock and Dr. Conners were calling for an ambulance. Brock looked like a ghost at the fate which had been dealt with to the boy who was as good as his brother.

So much pain, so much grief. All because for puny Parker of all people. Flash couldn't stand to look at it. Turning away from the scene, Flash grunted in frustration. Hating what had happened what had transpired. Sure, Parker was a geek, but he didn't deserve this. Even he would never have done this to the kid.

The final tipping point for Flash was when the ambulance came. When he heard the medics explain Parker's condition "Won't lie, this kid has it bad what attack him. It will be a miracle if he survives. Even if he does there is a good chance he won't ever walk again."

"What?" Gwen asked tearfully.

"That monster damaged his nerve center very intensely. Even with surgery, it might not be enough to fix that sort of damage." The medic explained sorrowfully.

That was the last straw for Flash. Captain Spider could quit tomorrow. Tonight, that bastard who did this too Parker was going to pay. It was going to pay badly.

As Flash ran to an alleyway to change into his Captain Spider costume. He didn't notice the small chatter between the Conners.

Dr Conners watched as Peter was taken into the ambulance. Eddie and Gwen had gone with them. The science couple had decided to stay at the lab to call the boy's aunt and uncle. Before they did, Dr Conners could only put his prostatic hand on his face in shame "Martha, this is all my fault."

Mrs Conners came to her husband's side "Kurt please." She pleaded.

"It is I should have known it wasn't safe to test the formula. Epically on a man like that. I was just so desperate to get it right and oh god." Dr. Conners cried out as his wife took hold of him in a tight hug "Please forgive me, Peter." Dr. Conners prayed. "Please forgive me."

Half an hour later

Once Flash had changed into Captain Spider, the jock wasted no time into jumping into the nearest building. Racing on skyscrapers doing his best to follow the monster's scent. Even using the ropes on cranes to swing by the get faster. Finally, his tracking had paid off and he found an abandoned warehouse. Dark, filthy smelling of some salty product. Captain Spider didn't care all he wanted was this creature's blood. For what he did to Parker area 51 was too good for this thing. As far as Captain Spider was concerned a plot at the nearest crap-filled graveyard was the only place this monster was ending up. Flash would make sure of it.

Captain Spider jumped to the side of the building. With careful agility, the crime fighter crawled slowly up until he found one of the boarded windows. Breaking the one he found with his super strength. Captain Spider pounced into a dark cold area. When Flash thought the creature was from a horror movie coming to this hideout took the cake off that reference. Dust everywhere, everything is broken or covered and chains dangling from the ceiling. There was only a very little amount of light entering the structure. Apart from those small specs of light Captain Spider was in a monument of darkness.

Something he suspected the creature wanted. Captain Spider gasped as he heard a sound. He went onto the offensive until he realized it was just a small mouse whimpering away. Flash cursed himself for being so dumb. His tingle would have gone off if…. his tingle abruptly went off.

The mouse's squeaking went silent. The silence had been followed by a loud crunching sound. An eating sound. Captain Spider's stomach turned, knowing who had just eaten the poor creature.

"So…. You did follow…meeee." A cool horrible hissing voice echoed throughout the warehouse.

Captain Spider bit his lip. Trying his hardest not to be intimated by the monster "Come on Flash, he's just a batter on the other team. He's trying to rile you up. Don't let him get you." Flash mentally braced himself "I saw what you did at the lab, what you did to that kid."

"He…. Wa….ssss….In….my….way. It's….his….own….fault…what…happened …him." The creature responded coldly, jumping to a different area of the infostructure.

Captain Spider wasn't having it "Thanks to you he could die or be in a wheelchair for the rest of his life you bastard. How the hell is that his fault!" Captain Spider screamed at the darkness.

"How…is…it…...any….different….from….what you do? I…am…. pretty sure…. you…have crippled some…..people…in your….job. Were…. not that…different." The Lizard creature hypothesized.

Now Flash was defiantly offended "I am nothing like you, you freak! They were scumbags like you! Parker was just a kid he didn't ask you to do that to him."

"I…...Never….asked you…to do….what you… did to…..me either…..none of….us did."

"What?" Flash asked dumbfounded; however, his spider-sense went off but before he could react the green-scaled-skinned Lizard came out of the dark fangs and claws out wearing a ripped patient's outfit. Came from behind clawing Captain Spider from the behind. Flash screamed from the pain as the Lizard used his tail to strangle Captain Spider.

Captain Spider tried his best to break the hold, but the tail it was like trying to break steel. The Lizard throws Captain Spider into the column breaking it from the impact. Captain Spider tried to get up, but the pain had overtaken him. He had taken down so many bad guys so easily he had forgotten the feeling of being smacked around.

The Lizard grabbed Captain Spider's shoulders digging his claws into the crimefighters arms. As Flash gritted his teeth from the negative sensation, the feeling would become worse as the Lizard opened his jaws and bit deep into Captain Spider's shoulder.

Flash cried out from the hell he was experiencing, kicking and screaming for it too stop. Once the Lizard was satisfied with his pound of flesh, he dropped Captain Spider to the ground. Flash shaking from the pain was secretly praying for this night just to end, for it too be one horrible dream. The Lizard kicked him to the side.

Having gotten bored of this game, the Lizard broke one of the chains dangling. Planning to strangle Captain Spider to death. A sadistic smile crossed his lips "I have, really dreamed of doing this pal. Thanks for making my night."

Captain Spider, tried to get up dazed and confused along with his tingle being haywire from the danger. The Lizard snarled at the sight "Pathetic, to think I was scared of you. You're not a hero, you're just a loser."

Captain Spider turned to face his reptile assailant. Feeling, the blood leaving his mouth. Along with an anger boiling within him. The way the Lizard said 'looser' was in the same tone his father had said it in before he took a belting to him when he was kid. Not again.

Captain Spider bounced up and struck the Lizard knocking the creature back. Grabbing the chain Flash belted the monster to a corner. Swinging and screaming as he did so. Once the chain broke from the Lizard skin. Flash grabbed him by the throat and started to pound him a number of times with his one left fist.

Feeling, the creature suffering, made him feel the same pain he caused Peter. It made Flash feel good, the lizard howled from every blow as its teeth came out and face started to be drenched with blood. Once Flash was done with his usual bad guy pounding, he threw him straight out of the warehouse straight to another lower building rooftop.

Feeling, his lust for rage still empowering him Captain Spider jumped to the lower building he sent his opponent to. Since the city had been lit up, Captain Spider could see the monster clearer. He didn't care though. All that was on Flash's mind was finishing the job.

Captain Spider took the creature by the throat. The crime fighter took a good look at the monster's face. What he saw, was something he was not expecting in a million years. A person he never thought could do so much damage.

"Oh my god, Flint? Flint Marco?" Flash could whisper out like a ghost. The thug he had five running's with during the summer had somehow become this Lizard. It couldn't be. Yet, as Flash examined the face through the blood and scaled skin there was no denying it. It was Flint Marco.

Captain Spider dropped him and backed away from the shock of this revelation "Marco! How, why what the hell happened to you!"

The Lizard went onto his fours panting and trying to recover "Why you happend to me."

"What?" Flash asked mellowly.

"You, see after we met last. You really did a number on me. Broken jaw, damaged back you name it the Doctor's thought it was a miracle I was alive after what you did to me." The Lizard muttered as he spat out some blood "Lucky for me Conners needed a new lab rat for his new experiment."

"I was on death's door. When the man stated he had a 'method' to fix me with lizard DNA the hospital released me to his lab. I took it, he thought he could use it to regrow his stupid arm. He just wanted to be safe, so why not test his experiment on the local scum hey. Jokes on him it worked better than ever." Flint confessed admiring his new Lizard appearance.

Flash was taken back, it made sense. If one modified Spider bite could give him these powers, then those other modified animals could do the same thing if they made some kind of contact with a guy just like him! However, that wasn't what was one Flash's mind as the jock looked sadly on the wet ground.

The Lizard didn't care either way. He had his hated enemy where he wanted him. "See, ya web twerp." The Lizard shot himself like a canon at a mentally lost Captain Spider. When his tingle went off Captain Spider pounced up, while in the air the Lizard had just come underneath him. Captain Spider forced his feet down knocking the creature out onto the ground.

Captain Spider just spent the next few seconds looking at the broken monster in pity. Not smugness like he usually did, just actual sorrow. Flash soon scampered away when he heard the noises of Police sirens and copters.

Empire State Building

On the top of the great tower's spire Captain Spider had taken a seat. Feeling the cold rain, drench his costume and body. Captain Spider just sorrowfully hunched himself on the spire. He took off his mask to look at the city below him. Feeling an emptiness cloud his insides.

It was his fault, it wasn't Conners. It wasn't even Flint's. It was his fault what happened to Parker. When he started this gig, he didn't really care about the people who could be affected by his actions as Captain Spider. Not the good or the bad. All he cared about was just getting a funko pop of himself.

Just how it would make him look good, taking down those crooks was just a job for him. He didn't care how he treated them, as far as he had been concerned, they made their choice. He didn't bother to care why they had turned to crime if they had to do it because it was the only way to get food on the table or even support their family. All he saw was his own personal cash ticket to fame.

He didn't care if he put them in hospital, if he put them on the brink of death or if they had a family. If he had done so, perhaps Marco wouldn't have become the Lizard. Perhaps Parker wouldn't be facing the wheelchair.

Flash looked at his hands. Imagining every crook, he took down last summer. How he brutely took them down. How many of them were in the hospital? How many could be offered another genetic enchantment like Marco was? How many monsters had he created? How many people like Parker would suffer because of his selfishness and stupidity? Christ, he really didn't know what he was doing.

Flash wasn't a hero; he was just like his dad.

The next morning – Midtown hospital

Flash didn't know why he was here. He really didn't. He had no right to come here. Yet something in him was ordering him to come to this hospital. As Flash walked through the wards, he wondered how many were here because of his actions. As the jock pondered these thoughts his face felt the gravity weigh on it. Panda eyes, some cuts from Lizard. The All-Star looked terrible. Not as terrible as he felt when he came to the wardroom 201.

Flash tried to reach the doorknob. Angry he was so gutless that he couldn't turn a door handle of all things. He couldn't do it; he would just send him a card or something. Flash made his way to the elevator until a hand stopped him. "You a friend of Peters?" A gentle voice asked.

Flash turned around to see the figure an old man with a red shirt and blue jeans and brown boots. Looking at the man's face Flash couldn't help but feel a sense of ease. Just by being next to this stranger could feel like everything would be okay.

"No, not really just a guy from his school," Flash answered back prepared to make his way back to the lift.

"Even so, my nephew would apricate a friendly face." Uncle Ben kindly asked. "Harry and Gwen did pop in, but they needed to get to school. They begged to stay but 'huh' May wouldn't hear it she told them Peter would not let them miss a class. She gave them a lift. I say my May might be stubborn but dam I find her amazing." Ben chuckled.

"Son, go see him. It might do you both some good." Ben happily suggested as he pattered the jock's arm and went to get a coffee.

"Thanks, dude." That was all Flash could muster. As he came to the door, Flash opened it. Once he did, he was not prepared to see the sight before him. Parker was tied to so many machines. So many bandages even a respirator. It was a horrible sight to see. Just seeing Parker like this, just killed the (Puny) nickname Flash had for him.

The jock looked down to see Peter's medical chart. His heart stopped as he read it, the Medic was right. Parker had lost the ability to use his legs. All thanks to him for pushing Marco to the Lizard DNA. Flash couldn't hold it anymore, seeing Peter in this state knowing the fate which befell him and how it would affect his future, the rest of his life.

"It's all my fault." Flash cried out. Hot tears burned down his eyes uncontrollably "Parker, I am so sorry. Please I'm sorry I never wanted to... ache." Flash ached in depressive pain turning away from the bedside student.

"Fl…. Flash." A weak voice called out.

Flash wiped away his tears. He was awake, Flash bent down to Peter "Parker, your awake. Oh my god. I will get someone I will…"

"Flash…. I know …. Your Captain Spider."

Flash stopped panicking "What, how did."

"I was next to you when the Spider bit you that day." Peter admitted weakly "When you showed up in the costume, seeing your hairstyle I put two and two gather." Peter smiled gently.

Flash looked sombrely down "Parker, you know what I did. I was a monster. I was no better than Lizard. It's thanks to me Marco became Lizard, that he did this to you." Flash admitted tearing up again.

Peter grabbed Flash's hand "Remember, what I told you yesterday at school?"

Flash nodded sniffling "Yeah, with Great Power comes Great Responsibly. What about it." Flash asked.

Peter smiled "You, understand those words now."

"What do you mean?" Flash asked.

"The person you were was going to end up like Marco, the person you are now is the guy who can be called Captain Spider. It's not too late Flash, you can still make things right. Right for me, right for you right for everyone. You know what needs to change, you know how to restrain and understand. That's the hero New York needs."

Could he, do it? Flash wondered. He had made such a bad rep with his violent actions already in his career. Could he just show up, change his methods and act as nothing happened? No, he couldn't do that, but he tries that. The Jocks dreams of fame disappeared a new Flash Thompson had been born as did a new Captain Spider. He had a duty to Parker, a duty to make sure he would never make the same stupid mistakes again that led up to this nightmare.

Flash nodded solemnly to Peter as he released his hand. Before he left the youngster Peter had some final words for him this day "By, the way I noticed you don't make webs. I may have a way to fix that." Peter smiled.

The End

Flash's suit was a mixture of his one from the Marvel What If Storyline 'What If Someone Else Besides Spider – Man Had been bitten By The Radioactive Spider?' in February, 1978 and "What if Flash Thompson became Spider-Man?" in October 3, 2018