Disclaimer: I do not own Spider-man or anything marvel related.

There is a somewhat graphic scene but I believe it still fits its teen rating.

Chapter 11: Reptilia

Peter felt the suit then realized that Beetle had flown away. He could see him somewhat off in the distance so he shot a few webs flying into the air. This new webbing was stronger and wouldn't run out. He shot a web aiming for Beetle and it hit him!

Beetle fell to the ground about two hundred yards away and Peter caught up in an instant, "Telesopic vision."

He stared at Beetle who was stuck to the ground in the black webbing, "Better take you back home huh?"

"Don't you dare Spider-man," Beetle snapped.

Peter loaded him onto his shoulders with ease and found swinging with extra weight was about four times easier than before. He made it to the police department before he even knew it. Walking inside he saw Jean DeWolff who was talking to a few of her deputies then she saw Spider-man, "Hey Spidey looking good."

"Umm…thanks?" he said clueless.

She replied, "The black suit, better than your old red and blue one that's for sure."

He dropped Beetle on the table and officers started de-armoring him.

She then looked at him, "My superiors say if I let you off the hook for being a vigilante that I am fired. But, we will keep this between us won't we?"

"Yeah Captain Dewolff," Spider-man replied in an ecstatic voice before jumping out the window to swing around town.

He shoots a web at a building and swings above the streets then he sees a robber in the streets below escaping with a woman's purse. He leaps down and tackles him into an alleyway. The man screams as Spider-man in his symbiote costume makes short work of him.

The man is webbed to the ground and Peter feels like he has achieved something. But all of a sudden he grips his head and drops to the ground, "I want to taste blood!"

The man screams in terror but then Peter reverts back to normal, "What?"

He grabs the purse from the man and finds the woman. For once he is greeted with positive response.

"Maybe it's the suit," he says to himself before taking off into the air.

Swinging through the air he sees Dr. Octavius scaling a building off to the side so he lands on the top unnoticed.

Octavius arrives on the roof and looks at Peter, "Parker what a surprise."

"How do you know my father?" He asks in anger.

"Let's not get violent again little Peter," Dr. Octavius laughed, "Why do you want to know."

"It means everything to me," he said still extremely angered.

"Does it?" Dr. Octavius said, "Then I am afraid I will be forced to deprive you of your wishes now if you will excuse me."

Peter looks at Otto the symbiote mask molds into his costume, "Otto you are dead."

He punches him in the back but accidentally strikes the harness for his arms. So he held his knuckles while Dr. Octavius turned around, "You might have dented my harness with your punch there, my arms read it as a 25 ton level of strength. Your little black costume does more than I had suspected."

"What do you know about it?" Peter asked curiously.

"I know that I sent Beetle to find the suit for me so I could test it in my labs but you intervened," Dr. Octavius replied, "We'll keep in touch."

He pressed a button on his harness disappearing. Peter ran over to wear he was, "Damn it, why is he in my life like this."

A watch appears on his wrist reading 9:00, "I better get home."

He started to swing towards home and soon arrived back at home. When he landed outside he realized he hadn't even considered how he will take off the suit. He thought and the suit changed to street clothes, "Amazing it can shape shift to my will."

He walked inside and was scolded by Aunt May. Then Peter still feeling an adrenaline rush from all the stuff he was able to do because of the more efficient suit lay awake for a few hours.

He finally fell asleep as the weekend slipped through his fingers and it was Monday again. He was walking into school and Flint Marko walked over punching him in the shoulder firmly, "Parker, the black suit. What did you do with it?"

"I'm still wearing it, it can change its appearance isn't that cool?" Peter asked him.

Flint sighed, "No it's not Peter I think it's parasitic. Beetle said that it was organic material that he found on a rock right?"

"Correct," Peter replied he was very exasperated with Flint.

"It's not something we see around here very often is it? I think it is alien, that rock might have been a meteor," Flint said, "It doesn't belong here wearing a living thing on your skin just doesn't seem right."

"Don't be mad that it didn't stick to you," Peter said pushing him away.

"Don't let its promises of power consume you Parker," Flint called after him.

Peter ignored him this time and saw Peter, Gwen, Liz, and MJ standing in the hallway.

"Hey guys," Peter yelled.

Harry looked at him, "I am so glad you leave me with the ladies."

MJ slapped him across the face, "That's not even funny Harry."

Liz frowned at Harry as Gwen just laughed. Peter was angered for a split second then calmed down, "Well Harry just glad to help."

He leaned over to Gwen and kissed her. Then gave Harry a strange look, Harry replied by giving Liz a kiss.

MJ sighed and leaned against the locker. She looked a little annoyed but just ignored them. She then saw Flint and saw this as her chance to save herself. She ran across the hallway to talk with him.

Then the bell rang and they were all forced to go to science class. The first thing they noticed is that there was a substitute the substitute walked over to the chalkboard and wrote the name, 'Dr. Mendel Stromm.'

"Hello class I am Dr. Stromm I used to work for Oscorp so yes Harry I know you," Mendel said pointing at Harry, "I will be honest as to why Dr. Connors is absent he says he is having a scientific break through and needs the vacation time to work on it."

Peter smiled on the inside as did Gwen their unusually nice teacher finally got what he wanted…a break.

In the cellars of the de-limbed scientist Dr. Curt Connors he was working on a project. He looked at all the successful mammalian projects and knew for this to work on a human he had to start with someone. But due to the side effects he didn't want the public to know the unwilling subject of experimentation was himself. He picked up a shot from a rack on the wall all the shots were labeled differently. He stabbed the first into himself and injected the fluids.

His arm did nothing but he immediately grabbed the second and gave himself a shot. His arm became long but without a hand. The third shot made him grow a hand. He cheered it was a miracle and there was no side effects.

He yelled, "Honey come take a look my arm is back."

"I'll be right down," his wife responded unknowing of what was about to happen.

The Doctor bent over and heaved out all of his breakfast. He started to wriggle on the ground and grew scales, "No! I need to get the final shot."

He reached towards the rack but couldn't do it. He fell behind the counter with a loud clunk.

"Sugar?" his wife asked walking into the basement. She turned a corner and saw a strange man-lizard beast on the ground. It was a brownish green color with bumpy scales and sharp teeth it was wearing a lab coat and torn pants with a tail stickling out of the back. The tail had a curved blade on it and was smooth looking. The creature's eyes were red and full of bestial rage. Its hands were large and clawed the claws looked like they could cut through steel like butter.

It rose from the floor onto its hind legs like some sort of prehistoric raptor. It leaped at the wife with the spring like leg muscles uncoiled. It landed on her and it dug its large talons into her flesh. She screamed for help but knew no one would reply the creature ripped into her flesh with its hands and bit into her intestines.

The beast ripped them out and she saw them for herself. She looked in shock as the monster chewed on them and ate them. She knew she was a goner no matter if anyone heard her scream. It lunged again this time for her throat.

Blood splattered against the wall and soft organs spilled all over the floor. The woman was devoured by her own husband.

The creature named Dr. Connors arose from her body and hissed just as the neighbors busted the door down. The creature escaped by contorting through the basement window and escaping into the sewers.

The neighbor walked in and looked around, "Oh god."

He landed on the floor and went into panic. But he soon collected himself and walked into the basement to call the police. Several hours later the police had arrived and Captain DeWolff was walking through the room. She marked a chalk line around where her body was, "Search for evidence boys."

Several officers searched the room one looked at the rack, "I found a labeled chemical of some kind."

"Put on your gloves for god's sake Velkman!" DeWolff yelled.

The man put on his gloves and started mumbling.

"Now careful they may be volatile!" DeWolff commanded.

"Pain in my ass," he mumbled before reaching for the chemical and bringing it to the makeshift crime lab.

A man looks up from the lab, "Watch your mouth officer, this is delicate work therefore please take it outside if you are going to say those things."

He accepted the chemical and inserted into sample containers and the officer replied, "Damn nerds."

"Ah, ah, ah you may do the shooting but we do the important work," a woman said to him looking up from her work.

"Our work is just as important if not more so Kelly," he snorted before searching the room again.

Kelly and the man looked down at their work and continued. While another person from the makeshift lab walks over to Captain DeWolff, "We have identified the victim as a Martha Connors."

"Good, so it was the husband that murdered her," the Captain replied, "Good job Samuel."

"Umm…Miss might I say that this victim looks savaged," he said, "There are biting marks and claw marks."

She looked at him, "Sammy in this line of work never be surprised. It was Dr. Curt Connors and I can prove it."

The man replied, "Whatever you say Captain."

"You don't believe me?" she replied, "I have a boy who works on this kind of super natural stuff for me. He goes by the name Spider-man, and he has brought in all kinds of felons from genetically enhanced Rhino man, to a guy in a bug suit who can fly. So take my word for it this guy was genetically enhanced, he didn't abide to the laws the President and Nick Fury set up for our country."

She loaded her gun, "Well I'm going to go hunting, anyone coming with?"

Velkman walked over, "I can't stand this crime scene stuff anyways let's go shoot some bad guys."

DeWolff grabbed the rest of the shot that the lab took, "I guarantee you this is of some importance and I will need it."

Sam and Kelly looked somewhat mad at this but continued with their work. The other man was too absorbed in his to even notice she took the shot.

The two members the NYPD jumped in the patrol car and were about to take off before Velkman pointed something out.

He walked over to the window from the basement and said, "See these claw marks? They lead to the sewer."

"Good eye Velkman," DeWolff congratulated, "Let's get in there."

"The sewer?" he questioned.

"And you men think you are macho," she laughed, "You can stay up here if you wanted."

She climbed into the manhole and Velkman followed to keep some of his dignity. The Captain walked over to a piece of red material, "Flesh, it's in here."

She continued walking down the path while Velkman was scared out of his mind because he knew this was either a cannibal or something that didn't belong in New York. He stood their shivering.

"Get a hold of yourself Velkman," Captain DeWolff said while shaking him, "You need to stay calm."

He stopped shaking and continued walking but the sounds of his footsteps disappeared and Captain DeWolff stopped, "Velkman didn't I tell you to move it?"

She turned around and heard a yelp then two rounds fired Captain DeWolff reached for her radio, "The killer is in the sewer."

Then she ran over and saw the Reptilian creature was chewing on Velkman's leg as all he could do was watch. The beast had to shots in it and they fell out as the wounds regenerated, "It's some sort of Lizard!"

Velkman had yelled this as he winced in pain. DeWolff reacted quickly and fired three rounds one making contact with its eye and the Lizard creature ran away dropping the bloodied leg.

"Velkman is wounded, get some paramedics in here," Captain DeWolff said into the radio, "He's missing a leg so if you could hurry up that would be good."

She crouched by him as he shivered, "It won't come back will it?"

"I'm sorry Velkman but its okay it won't come back," Captain DeWolff replied, "Besides that's nothing for new technology we can build you an artificial leg that will work just as well."

Velkman didn't seem satisfied as he ripped a piece of cloth from his uniform and tied it around his knee, "Easy for you to say you didn't lose your damn leg to a friggen' Lizard!"

"Easy officer," DeWolff replied simply.

The paramedics arrived and got him out of the sewer as Captain DeWolff sat on the ground feeling like it was all her fault for not keeping a better watch on her officer.

She thought she would try to contact Spider-man as this was way above their heads. So she dialed a number on her phone.

Peter was at the Daily Bugle trying to sell photographs of Spider-man to Jameson. But j Jonah Jameson laughed, "Parker I have much better pictures of Spider-man then that. A new photographer that was much more successful than you ever were, Eddie Brock."

Then a teenager with blonde hair walked out, "Well I do have newer equipment that is good for action photography. Want to see the darker side of Spider-man Parker?"

He handed him a handful of photographs. Peter looked at the first which was a picture of him in his Symbiote suit standing above Beetle. Then there was another of him beating up a robber, then several more of the same kinds of pictures.

J Jonah Jameson grinned, "I can see it now 'Spider-man Beats on Helpless People in New Suit!'"

"But Spider-man's a hero Mr. Jameson," Peter said.

"Is this a daycare Parker? Get him out Robbie," JJJ replied in an angry tone.

When Robbie walked out with him he looked at Peter and said, "I'm sorry Peter, Mr. Jameson is just that way when it comes to people like Spider-man. I try to tell him about it as well but he doesn't listen."

"Yeah but it doesn't help me now Robbie," Peter replied.

"Tell you what Pete go get some shots of the crime scene at this address, it is about that case involving the Connors," he said, "Poor Martha Connors."

"Like Dr. Curt Connors?" Peter questioned.

"Yeah nobody knows what happened to him," Robbie said, "See you around Pete just get those pictures and come back."

Peter looked down before looking around to see that no one was around. He opened the window nearest to him and leaped out. In mid-jump his clothes changed into his black Spider-man suit and he shot a black web to head the Connors' house. After a few aerial tricks and some swinging he arrived at the Connors' house in a short amount of time. He landed on the ground and took a few pictures quickly of the house and the scene and walked over to Jeanne DeWolff who was sitting on the sidewalk.

"Hey Captain DeWolff," Spider-man called out.

"Hey Spidey I was looking for you," she said dropping her cell phone that she was fiddling with, "There is some sort of Lizard creature in the sewers, it already disabled one of my officers and we are no match for it down there. So either get it up here or knock it unconscious."

"You know I don't work for free," Spider-man responded.

"Just do it and stop making lame jokes," she responded.

"Got it," he replied, "That hurt you know."

He climbed into the man-hole and walked into the sewer, "Here, lizard, lizard, lizard, come out, come out wherever you are!"

Then he heard a soft hissing noise. Then he saw it, the Lizard like creature was crawling through the sewers it looked at him and made a few words come from it's mouth, "Ssssspider-man what makessss you crawl?"

He looked at Lizard and became puzzled, "What makes you ugly?"

"Let me tassssste your fleshhhhhh," he responded in his reptilian voice.

"I like to keep my flesh on me thank you very much," Peter replied.

The Lizard hissed in response, "Your wordssss will end."

He dived at Spider-man with his claws out. He swiped forward at Peter when Peter felt a buzzing sensation he bent backwards nearly to his feet and then felt another sensation. The Lizard's tail blade flew out to meet him but he grabbed it and tossed him further down the sewer.

Then he decided some webbing might stop it so he shot some webbing but the Lizard tore it apart with its claws.

"Why won't you fall down?" he asked before kicking him in the face.

The Lizard responded with a pounce at Peter landing on him and pinning him to the ground. He dug his claws into Peter's shoulder and said, "I have you now Ssssspider-man."

Then Peter kicked him off but grabbed his left shoulder, "Ouch you could really hurt someone with those things."

Then he all of a sudden grew strange spiky things from his body, "What the-"

He was cut off when Lizard dived at him but this time the spikes flew at Lizard and stabbed into him and landed in his mouth. The Lizard started to cough and hack blood up. But then it decided that this meal was too hard to get and ran down the opposite way. It left behind the lab coat though. Peter picked it up and saw something fall out. It was a wallet, and he picked it up and opened it.

He saw a picture of Martha Connors and Dr. Curtis Connors driving license, "Dr. Connors, his experiment."

He thought back to the lizard experiment, "Of course, he didn't calculate the possible side effects in a more complicated life form beforehand."

He put the walled in a slit in his symbiote suit. Then he leaped up the manhole, "Umm…Captain DeWolff, you might want to see this."

He dropped the wallet on her lap. She opened it and examined it then called over Sam, "Told you Sam, Spider-man could one day be a great officer."

"I was thinking more along the lines of a scientist," Peter replied, "But I am interested nonetheless."

"Good work," Captain DeWolff said, "We'll get him next time though, here's a number you can reach me by."

She handed him a phone number and he pocketed it, "Thanks Captain."

Then he shot a web and swung away from the scene a watch appeared on his hand and he said, "Oh yeah I need to meet Gwen's dad!"

Then he shot another web and changed direction towards the Stacey's house. Before landing in their yard he changed back to his normal clothes and walked up to the front door.

He rang the doorbell several times and waited outside. Then Gwen answered it, "Come on in Peter!"

She hugged him and grabbed his hand dragging him inside.

"Daddy meet Peter Parker he's my boyfriend," she said showing him Peter.

"It's a pleasure Peter Parker, I am George Stacey," he said, "I have heard a lot about you, please sit down."

Peter sat down on the couch, "It's great to meet you at last Mr. Stacey."

"Yes, I heard you take pictures for the Daily Bugle," Mr. Stacey replied, "That's a pretty good job for a boy your age."

"Yeah it pays okay when Mr. Jameson is being generous," Peter said, "But someone better than me is working there now."

"Ah that's always a downer," Mr. Stacey said, "Well let's go eat some dinner I'm starving."

All of them filed into the kitchen where Gwen was she said, "I made the meal its lasagna."

"Ever since your mom passed on you has been the expert chef," George Stacey said to his daughter, "I guess it runs on the other side of the family, as all I can cook is Eggo's."

Gwen and Peter laughed, then Gwen said, "Nah dad you can cook a mean omelet."

"That I can honey," he responded.

Then Peter said, "So how is working as a lawyer?"

"Hard job at times, when I have to defend someone who is truly a criminal that's when I have moral problems," he said, "Because I can't just say 'This guys is a crook.' Everyone deserves a fair chance, I in fact once took on the Shocker case because he hired me, he was sent to jail so no worries."

Peter sighed with relief as the three ate dinner. They played some card games after dinner that George and Gwen knew then Peter decided it was time to leave. When he walked out of the door he said, "Nice guy."

Then he shot a web and transformed into his black suit again. Taking off in a rush he swung past several buildings. He didn't notice he had passed Otto Octavius who was on a building, "Run little Spider run, you should enjoy the present from outer space before you become infected anyways."

Dr. Octavius scaled the side of the building leaving indented marks in the building. Peter kept swinging past and eventually reached his house. When he walked inside he found a note on the counter it stated.

'Peter I have gone to bed so I just wanted to say goodnight.'

It was then that Peter realized it was late. He looked at the clock in the room and ran upstairs.

At the Osborn estate Norman was looking at a mirror, "No one would suspect my genius is backed up. Octavius may have destroyed my labs but all of what I need is in here."

He slid the mirror to the side and saw a door he opened it and shut it behind him. The mirror slid back into place. Inside the room Norman went down a flight of stairs and saw the room, "My formula, the suit, and the glider all here."

He walked over to a large tank, "Only thing I need to worry about is what will happen to the chemicals when they are released in gas form."

Then he looked at the tanks, "Power isn't made without taking risks though! So I will take a risk."

He stepped in the tanks and reached for a strange pad with a button on it, "Super human is just a click away."

He pressed the button and a gas was released into the tank, it was then that he realized the door was opened to the tank and he passed out.

The gas seeped out of the tank and through the cracks of the door. It flooded through the mansion and Harry inhaled the gas in his sleep. Norman took the most within himself however.

His form on the ground became more muscular and the objects in the room had gas covering them. Every so often you could see the suit on the wall, and it was made of green chain mail, armor. And a skull mask with a black hat of some kind that was long and dark. Next to it was a black tattered shirt and a long sleeved black and green shirt that goes under the chain mail. There was a cloth textile armor that covered the tops of the sleeves. Then there was a pair of pants that was to go over the leg armor.

Nearby this was the glider.

Next Chapter: Goblin