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

Chapter 12: Goblin

The fallen Osborn awoke from his slumber he looked at his newly formed physique and arose from the ground. He looked down at his ripped clothes that were now ill fitting due to his gained bulk and said out loud, "It worked! It truly worked, now I can do what I want."

"I shall get revenge on my former compatriots and get what is rightful to me," he said looking at his hand, "But a master of his destiny must be garbed to induce fears in his foes."

He walked over to the skull mask and placed it over his head, "With the traitors technology I can do some real damage."

Then he starts putting on his costume when he walks up stairs he notices the gas is still lingering, "Oh damn it leaked!"

He runs through the hall and presses a button on it that says 'PURGE.'

The gas quickly disappears and he takes off his mask for a second, "Thank god I installed that, Glider."

Then a machine flies out of the room and lands next to him, "Good it works, it is voice activated to follow me."

He leaps on and floats into the air taking off…

Peter awoke in a cold sweat, "A nightmare, but I can't remember what it was about. Wait, I remember Flint, Dr. Octavius, and Gwen."

He sighed and rolled out of bed he noticed the clock said '4:34 a.m.' He looked at it, "Its too early to get up."

Then he realized that it was too late now sleeping became the past. He flipped up from the ground and walked out of the room. Then he saw it his basement door was open, "That's unusual."

He walked in and looked around, "Hello???"

He sees that Harry is in his basement, "Hey Peter, something weird happened."

"What Harry?" asked Peter trying to get it out of him.

"I think I'm a mutant dude," he looked at him, "Watch."

He walked over to a wall and tried walking up it. It didn't work.

"Ha, ha very funny Harry," Peter laughed.

"But I'm serious Pete," he was getting frustrated, "I did it earlier, there was this green gas in our house and I walked out on a wall."

"Right…" Peter said in a disbelieving tone, "Why don't you get some shut eye?"

He pointed at the couch; Harry looked up at him, and said "Oh you are probably right Pete."

He dozed off on the couch and Peter grinned then walked up stairs. When he arrived to the top of the stairs he realized he had homework he ran over to the front door and picked up his backpack. Then he started pulling out assignments and working on them.

He rolled down his sleeve there was a black splotch on his wrist. It was pulsating and glowing red occasionally, "The suit…"

He concentrated for a moment and it traveled up his arm creating a glove with webbing on it. He aimed at a wall and shot a black web. Then focused, the web disappeared.

He looked at a watch that formed on his arm, '7:08.'

Harry walked into the room, "Peter what's that black glove for?"

It quickly disappeared, "What are you talking about? Its time to go to school."

Then Aunt May walked in, "I normally have to get you up Peter, and you better go to school now."

Peter grabbed a muffin and took a bite out of it tossing another to Harry. Harry grabbed it graciously and started eating it. Mary Jane was outside and she was waiting by Harry's car, "Come on Pete, Harry, I can't drive."

Harry looked at her, "Hold on MJ."

He leaped into the driver side and Harry hopped into the back as MJ got in the shotgun seat. Harry revved the engine and took off. The ride rushed by as Peter thought he caught a glimpse of his old Professor in his new form.

A scaly tail trailed under a bridge that he saw him on. The car stopped Harry looked at MJ, "Ride's over."

She laughed and they all sat up out of the car. Flint was talking with Flash, and Kong until he saw Mary Jane. He walked over and said, "Hey can I tell you something in private?"

He glanced at Peter and Harry, Mary Jane responded, "Sure we are all friends here."

They walked off and started to get in a discussion. Harry looked over at Peter, "Let's go find Liz, and Gwen."

But before they could move Gwen and Liz ran over. Peter looked at Gwen, "Hey Gwen missed you."

"I missed you too Pete," she smiled.

In a prison off the coast of New York resided many of Peter's past felons he had defeated. Vulture, and Shocker sat in the same cell. Shocker looked at Vulture, "You find a way out yet genius?"

Vulture hissed, "If you could build those damn gloves we could get out easily."

Rhino called from across the hall he was chained with adamantium cuffs to a wall, "Quiet down ladies, why don't you get the little kid over their and his electric powers to bust you out. Oh yeah that's right they disabled that too!"

Max Dillon was in a rubber cell completely made of rubber and he had a strange wristband on. He sighed, "At least I am not an adult with the intelligence of a five year old chained to a wall. They should give you some cud to get you to shut up."

Beetle sat in his cell sans his armor he had brown hair and he was Hispanic. With dark black eyes, "I could escape if they let me into the shop. But last time I was bailed out."

"Bailed out…phht," Electro responded, "By Doctor Octavius we know you keep saying that. If he wanted to bail out anyone it would be Shocker or Vulture considering they worked with him."

Shocker was about to speak when the roof blew up, Norman floated into the room on his glider, "Dr. Schultz, Dr. Toomes."

"I see justice served you both," Norman laughed.

"Osborn?" Vulture asked.

"No call me Green Goblin," he said, "I have actual powers not some mechanical enhancement, but I have yours as well."

"You stole my harness and wings you bastard!" Vulture yelled at him.

"No I believe they are my wings and harness. By working for Oscorp your findings are mine, you might remember your gloves Dr. Schultz," he said, "It makes a great gun and sonar system."

"Damn you," Shocker said.

Norman cackled, "I see you have some friends here as well."

He glanced at Electro, and Rhino then didn't even acknowledge Beetle.

"Justice has been served so I guess Octavius is the only one I must humiliate," Norman said looking around.

He floated through the roof just as some guards came in. About forty feet above the facility Norman frowned under his skull mask, "How will I find you Otto?"

He felt a sharp pain in his head, "The gas…its toxic, overexposure…"

Realization struck him, "My life is ticking."

"Well I can get my last redemption in if I destroy Doctor Octavius," Goblin muttered, "I can draw him out with destruction."

He starts throwing bombs and unloading ammo on the city. Some shockwaves destroy a building and he continues on.

Under the city streets the beast was being awakened by the noise. The reptilian creature was cold blooded he needed warmth. Rising from a manhole the Lizard hissed at the flying menace. But a sensation of hunger struck the beast in a desperate way he needed fresh kills.

A human looked at him and screamed in terror. But the scream was silence as he was mauled to death. The Lizard raised his head from the victim blood dripped from his mouth, "More."

The hunger wasn't satisfied Lizard ran to find another victim.

Peter twiddled his thumbs at his desk he was bored. He had finished his science test already while everyone else was working on the 10th or 12th question. But the speakers on the school blared, "We have shocking news. But everyone must remain calm after I say this. A man riding some sort of machine is terrorizing the city; he is heading towards the school. As well as some sort of animal that is mauling people. We ask you to calmly evacuate the building. Thank you…"

He paused for a bit, "WE ARE ALL GONNA DIE!"

Everyone started screaming and going nuts as they took off. Peter thought, 'I have to help everyone this has to stop.'

He looks at Gwen she nods.

Peter hops out the window as no one else notices his street clothes turn into the symbiote suit. Then shooting a web he started to swing away from the school and towards where the noises were coming from.

Peter saw way ahead of him with enhanced vision the suit gave him that Lizard was taking off in a different direction then Goblin. Peter had to make a choice the maniac on the glider or his old professor. He decided to deal with the evil he didn't know rather than the evil he did.

The man with the skull mask floated in. Peter got a spine tingling sensation from this thing out of nightmares. Spider-man trembled a bit from his perch on the wall and stammered, "Wh-h-ho are you?"

"Just call me Green Goblin Spider," his voice was familiar yet creepy at the same time.

Then an outside forced urged him he was filled with power from his suit again, "Why are you killing innocent people for no reason."

"Oh…he has met him hasn't he?" Green Goblin muttered to himself, "Yes, yes, he has in fact Parker knows him from before."

"What are you muttering Green Punisher?" Spider-man replied.

"It doesn't concern him," he muttered again, "He can bring us Otto."

"Why are you arguing with your self?" Spider-man persisted.

"I guess you will have to find out," the voice cackled.

Several blasts from the gliders mouth shot shock waves at Spider-man as his spider sense went off and he dived out of the way. Peter looked, "Hey I recognize that! That isn't you under there Herman is it?"

"Anything but!" he started tossing bombs at Spider-man but Spider-man webbed them and swung them back letting go of the webs.

The two bombs exploded releasing flames. Then Green Goblin raised his hand and to flaming skulls flew from the inferno bashing into the wall beside Spider-man. Then the harsh voice said, "Come with me and save the trouble of taking you."

Then Peter laughed, "The skull gag is cute, do you idolize Ghost Rider?"

"I was ready for your babble," Green Goblin said as some metal feathers started firing from the glider.

"Hey this seems familiar," Spider-man said to himself as he leaped above the feathers and webbed the glider swinging around it. But again big mistake Green Goblin kicked the after burners and it sent him for a wild ride shooting straight into the air. Spider-man let go crashing into a building.

Then a metallic object that was familiar to him grabbed him by the arm and tossed him towards a skyscraper. Quickly Peter saved himself with a web and landed on the building safely, "Dr. Octavius? I thought doing stuff was below you, all you like to do is mess with my mind."

"Silence he is who we are after, if you would come quietly you would do us both a favor," Green Goblin stated motioning his hand towards himself.

"So you are saying you are going to kill him but you have to kidnap me?" Peter asked.

"Yes…" he said.

"Fat chance," Peter said delivering a flying kick to Green Goblin's face. Falling from the glider as his mask fell off Green Goblin yelled, "Glider!"

The glider flew down to him and he landed on it. He caught the mask before Peter could see his face. Then kicking on the after burner again Green Goblin rammed Peter into a building. After flying through a window he noticed he had disappeared, "Echolocation."

The glider sent out a shriek like noise. Peter whom was hiding in a cubicle felt his spider sense fail then silently started to panic. Green Goblin examined the back of the bat head on his glider. A screen stuck out on it with a radar system. The entire room was in a blue-white tint on the screen but from above. He could see Peter in a cubicle to his left. Then he unsheathed a green and black collapsible sword from his belt. Completely lengthening it he slashes through the cubicle wall sending debris everywhere. Then he yelled, "You can't hide from me!"

Peter rolled across the floor. Then leaped out a window he was having trouble sticking to the wall outside and started to slide down it. Before he hit the floor he shot a web saving him from immediate death. Then dropping to the ground feeling exhausted. A voice from the side in fact it was Eddie Brock started cheering him on, "Feeling defeated arachnid? Love the suit man all it can do is make you suck more."

A couple camera clicks started up. Peter raised himself from the ground as Green Goblin landed next to them and said, "Give up Spider-man."

Peter started breathing heavily and felt adrenaline rushing as he rose completely from the ground and started to seethe with anger. Then a monstrous voice roared, "NEVER!!!"

He transformed into a beast with long fangs and a tongue that dripped saliva. Tendrils rose from his back and his white spider logo became large and distorted. He then smacked Eddie across the chest making him fly into a bench. He started to take more pictures as soon as he recovered. Green Goblin looked up at his form. From being about six inches shorter than him to about two feet taller than him the beast was menacing.

"I wasn't expecting this sort of turn of events," Green Goblin replied, "I can still beat that though."

He raised a gauntlet and it started to shoot flames as that he guided towards Spider-man. With each shot it weakened him. But from within Peter found himself urging the beast to attack. A tendril struck Green Goblin across the face. The skull mask was knocked off yet again. This time he got a good look. The beast stopped reverting to Spider-man, "Mr. Osborne?"

Norman Osborne's face was revealed to Peter it was scolding him just by looking, "You shouldn't have done that. I left your true identity alone. As you should leave mine Peter Parker."

Eddie managed not to hear this as at the same time he said this the police yelled to open fire. A barrage of bullets started to fly at them. Norman took multiple bullets to the chest as Peter simply dodged. He fell to the ground and bled all over the place.

"Mr. Osborn?" Peter leaned over. A hand grabbed his throat and started to strangle him, "You see I am much more durable than you would know Spider-boy. I figured out your identity on my free time, security tapes…"

"I know you, I know your Aunt, I know your girlfriend, I know your friends, I know your secrets, I would even be willing to sacrifice Harry to get you to obey me and let me use you as bait for Octavius," Norman said harshly, "Do you understand boy?"

Peter stared at him with fear in his eyes and didn't say a word.

"Well?" Norman asked.

Peter finally let it out, "Yes sir…"

Norman looked at him, "Good, now come with me!"

Norman grabbed jumped onto the glider and beckoned Peter to follow him. The glider took off into the air towards a tall building and Peter had no choice but to follow. He shot a web to a building and leaped off the ground swinging after him. They soon arrived at a ledge on a building with a flagpole.

Norman looked at Peter, "Hang yourself by your arms from the flagpole with your webs."

Peter hesitated then complied to do so. He looked back to Norman then Norman said, "Drop yourself below it."

He then unsheathed the sword attaching a microphone to his shirt his voice became pronounced and projected from the glider, which floated above the street, "If Dr. Otto Octavius doesn't come to this spot I will cut the beloved Arachnid of yours and drop him to the streets below!"

Norman waited around for about an hour or so until he heard a voice, "I am here Norman."

He looked up to see Dr. Otto Octavius hanging from the building using his arms. Norman stared at the arms; "Those arms are quite magnificent that's why I used it on my glider."

Dr. Octavius laughed, "Your glider is pathetic."

"Is that so?" Norman laughed.

"Killing Parker would be a big mistake Norman," Dr. Octavius said looking down at him.

"Would it really Octavius, the only real reason he is here is to draw you in," said Norman, "I know your past Otto."

"That doesn't matter right now, he is not ready to know of it," replied Otto.

One of his arms rose up and morphed into a flamethrower it started to shoot flames at Norman.

"I didn't know you made that many enhancements!" Norman said stopping the flames and throwing them back.

Otto disappeared and reappeared behind Norman, "You have no idea."

He clocked him across the face then whipped him off the building with an arm. Norman fell towards the earth, "Watch this trick Norman!"

Peter looked over to Otto as he connected his arm to the glider and the glider stopped working all together. Norman continued to fall until Otto appeared beneath him grabbing him with an arm and appearing near Peter. He set Norman down on the ledge, "If it weren't for me you would be dead Norman."

Norman stared at him, "Hmm…looks as though."

Then he whipped out his sword clanging against an arm. Another arm flew out from Otto's side shooting a dagger out of it and hitting the sword away. Then it constricted Norman and held it to his throat. Otto grinned, "Give up Norman, you will lose."

"Never!" Norman yelled flexing then pulling his arms apart freeing himself from the arms and flipping over Otto landing behind him.

He then pulled out a bomb placing it on the harness. Otto laughed, "My technology is far beyond dieing upon a bomb."

The bomb was ejected off the harness and exploded in mid-air above the streets. Otto then scaled the building going upwards and Norman was leaping after him. Peter stared up flipping over the flagpole and landing on it. Then flexing it to launch his body off of it striking Norman in the back tackling him into the building flipping him over and tossing him at Otto. Dr. Octavius grabbed Norman with an arm and slammed him on the rooftop. Just as Peter latched on to the edge of the building climbing up, Otto was looking at Norman's unconscious body.

Peter looked with awe and was about to speak to Otto but Otto waved him away, "This is the last time I save you, next time you confront Norman use your brain."

He disappeared with a green flash and Peter stood there, "His past…"

Then he remember Dr. Connors, he picked up Norman then flipped down the building and slung a web arriving at the officers with Norman's unconscious body. Peter handed him over, "Now where's the Lizard creature."

The officer said a road and an address and realization struck Peter it was Gwen's house!

He shot a web traveling at the fastest speed he could go with being aware of his surroundings. He continued swinging without looking back or down until finally he knew where he was. The officers were standing outside the building and there was Captain DeWolff. He looked at her, "Where's Dr. Connors?"

Captain DeWolff said, "Within the building, we haven't gone inside because every time we do an officer is killed, we have tried it twice we are working on a tactical way of entering the building, it appears you are it Spider-man."

Spider-man stared at her, "Fine what do I need to do."

She handed him a needle with fluids in it, "There is enough for one shot we need you to cure Dr. Connors by shooting him with this needle anywhere."

"Easy enough," Peter mumbled leaping over the officer's barricade and hopping into the house.

The house was pitch black and water was flowing across the ground it glowed when the moon shone on it. Peter crouched down to the water and listened to a trickling noise, due to his now enhanced senses he located where it was. He swiftly carried himself through the water without making any noise and saw that the sink was broken. The metal appeared to be torn off by claws or teeth of some sort. The water was spurting everywhere. Peter screamed with agony as a sharp pain struck his back.

"Sssso good to sssee you arachnid," the hissing voice came.

He gawked a bit as his blood discolored the water his feet were wading in then he lifted his leg up behind him kicking Lizard in the face freeing himself from his grip. Then he punched Lizard in the jaw knocking him back down into the water, "Damn it."

Lizard was nowhere to be seen a thought pounded in Peter's head the Doctor held attributes of a Lizard so he might have a form of camouflage. But just when it struck him he felt a whip strike him launching him through a wall. Then he rubbed his head and saw the Lizard standing before him, "I have been waiting for thissss."

Then Peter threw the needle it hit Lizard on the arm then he leaped onto his chest knocking him over. Finally he stomped on the needle making an extremely excruciating experience for Connors as he started to revert to his normal self. The Lizard bubbled up and started to make cracking noises as his bones started to bend and rearrange themselves. A horrid smell filled Peter's nose as he turned away from this happening.

He looked down to see an unconscious Dr. Connors. Peter wiped his mouth and stepped over him. Wading through the water until he arrived at Gwen's room he opened the door of the room and vomited. Gwen's mangled body lay across her bed her hair shredded and laid all over the room. Her intestines sprayed across the room, and her heart was ripped out and floated in the putrid water. Some chewed bones stuck out of her bed and blood tricking into the water. She was unrecognizable for her brain was exposed.

Peter started to cry and scream as he tried to comprehend what was happening. No more Gwen, no more love of his life. She was gone, dead with barely even a body to bury. Then apprehension filled Peter's head, Dr. Connors killed her. He kicked through the wall walking into the room where Dr. Connors was just gaining consciousness he looked up at him, "Thanks for helping me Spi-"

Peter leaped upon him beating the living pulp right out of Dr. Connors. Teeth dropping into the water as Peter punched him and his screams of protest filled Peter's ears of which he ignored screams like, "Forgive me!"

"Stop please!"

"I don't deserve this punishment!"

Peter dove in for another punch as blood spilled from Curt's mouth. Tears filled Dr. Connors eyes until they couldn't anymore as they dried up. All he could do was look weakly and take a beating he couldn't even talk anymore.

Peter kept pounding on him until Captain DeWolff walked in through the door and attempted to pull him off. He turned and punched her as she fell backwards into the water. It was then he had finally realized rage had gotten the better of him and he cried again, "SHE'S DEAD!"

Next Chapter: Black Morning