Hello one and all! Welcome to my next Spider-Man story, Spider-Man: Survival of the Strongest! It's been long and coming but I've worked out all the kinks and planning and I'm ready to go! For those who read my first Spider-Man story, this is my gift to you! This new story picks up after Spider-man 2, and has ties to my first story as well. SO it does help if you read my first story, but it isn't necessary. Anyways, here you are, the next chapter of Spider-Man: Survival of the Strongest!

I do NOT own these characters, they are owned by Marvel Comics!

Spider-Man: Survival of the Strongest: Issue 4: Intruding

The trio had been knocked off of their feet, the attacker snarling wildly in the dark. It lands another solid kick into Matherson who fell backwards over a lab table. In the past few minutes the young businessman had acquired two powerful suits without any trouble, following his boss's orders. This was until they were attacked.

The lights flicker again, showing fragments of the terrifying scene that was happening. Sprinklers begin to go off from the fumes leaking in the lab, more sets of vials spill as the creature tosses another lead lab table.

"Adrian! Alex! One of you stop it!"

The lights finally turn on again, the sprinklers beginning to subside. Matherson fixes his hair; the other two accomplices surround him to act as his defense. The creature that had just attacked them was monstrous. It had green scaly skin, long teeth and claws, and haunting yellow eyes.

"Looks like a lizard." Alex muttered.

The creature hisses again, its thick tail swaying powerfully about. It gets low to the ground again, yellow eyes glaring at them.

"Attack it! Now! Kill it!" Dillon shouted.

Alex charges forward, grabbing the mysterious attacker by the midsection and lifting him high into the air. With one quick toss, the creature had slammed into the other side of the wall, rolling across a table. Another hiss echoes through the room, it's on its feet again leaping at the trio.

It catches the taller man off guard, landing ferocious kicks into his midsection. Alex bellows in pain and is silenced by a final kick, which sends him flying backwards. The burly man's elbow landed on top of a table, toppling it and sending chemicals flying.

Chemicals douse Matherson, soaking him. He screams at Alex for what seems like the hundredth time.

"Damn baboon, cant do anything right." Adrian sneered stepping forward, his suit gleaming in the light.

The old man lands a swift punch to the creatures jaw, following it with a firm backhand. The scaly monster stumbles a bit, crashing into another table. Adrian glances down at his hands astonished that his strikes had such an effect. A twisted smile spreads across the old man's face.

He begins to pound on the creatures back as hard as he can; low hisses and moans of pain escape the lizard. Adrian cackles as he kicks the scaly being, it slides into another table full of vials.

"Please finish it Adrian, lets be on our way."

The lizard hisses again, darting out and trying to claw at Adrian. The old man catches the creature's arm, gripping it tightly. The lizard moans angrily and Adrian twists the arm back. Another loud hiss and sickening cracking.

"ADRIAN." Matherson yells.

Suddenly Adrian is just holding the arm he had grabbed and the monster was free, green liquid dripping everywhere. The old man is kicked a dozen times before being knocked back by a blow to the head. He hits the floor completely out cold and the monster is on top of a lab bench once again.

"Holy shi-" Alex begins

"Not now, we need to get out of here, grab Adrian, lets move."

The lizard lets out a bestial growl and leaps into the air, claws spread. Time seems to slow as matherson turns to see the lizard's claws inches from his face. A blur swoops in, quicker than an eye flicker, leaving traces of red and blue. Matherson is safe.

The Amazing Spider-Man lands both his feet in the lizard's side, slamming him out of the way of the thieves and into a glass laboratory window. The window gives way and both fighters crash through, shards of glass raining in the air. They land hard on another lab bench, tons of experiments shattering, lost forever.

"Aargh! Jeez Connors, I'm beginning to think you're a little nutty!" Spider-Man groaned, rubbing his shoulder.

The lizard growls, slowly climbing to its feet, yellow eyes burning. The young hero remains at a crouch, glaring at the monster his teacher has become. It's tail flails wildly, and fangs begin to bear. Peter can feel his fists tighten into balls and Connors makes the first move.

The creature dashes at Spider-Man limbs flailing wildly, teeth gleaming. The hero collides with his own set of attacks, punching the monster in its midsection. The lizard's claws begin to scrape and carve Spider-Man, blood droplets spraying the ground.

"Aargh!" he yelps in pain.

The attacks are relentless, and with Connor's moving at such a high speed, it was near impossible to block any hits. Spider-sense was ringing so intensely it was almost blinding.

Another low growl emits from the beasts mouth, its tongue flickers wildly, saliva dripping onto the webbed wonders hands that were now around the lizards throat.

"Connors…stop it!" He yells, landing a firm kick into his teacher's stomach.

The reptilian monster slams into the far wall, bringing down a shelf ontop of him, large cylinders crashing down, glass showering the floor. Slowly the pile of debris begins to rise until the lizard rose to a lowered stance. Its yellow eyes burn with intensity, blood leaks from its large mouth. The monster spits out a tooth, which lands near Spider-Man's foot, covered in blood.

"This is it." He sighs.

Connors attacks again rampaging toward the hero, but is too slow. Spider-Man is now in the air. The webbed wonder kicks off of a nearby wall, webbing up his former teachers large tail and gripping it tightly. The lizard bellows in fury and tries to face his student. Spider-Man keeps moving backward and finally jumps, bringing the web line down with him. The monsters body slides with the movement.

"Time to finish it. I can't keep fighting you, not to mention sticky fingers and his two bandits are probably long gone."

The web slinger grips the web line firmly and pulls on the monster, lifting him into the air. He begins to swing the rope around his body, faster and faster. Connors now became a green blur and the webbed wonder finally released the line, causing his teacher to slam into a concrete wall, knocking him out.

A deep breath escapes the hero's mouth. He kneels down pulling Connors into the middle of the room in pity. How could this have gone so wrong? Connors had wigged out before, but not full transformation. Maybe he didn't have all the problems worked out.

Curt's body begins to revert back from its lizard state, scales disappearing and forming into normal flesh. There's a dead silence in the room, as the hero reflects on his teacher. There's a flash of light in the window, a streak of lightening striking the earth that interrupts it. A loud scream sounds in the streets.

Spider-Man is once again on the move, dashing out of the window and swinging towards the scream. Rain pounds hard on the web slinger, he kicks on through it trying to find whomever are injured.

"Hello!" He screams into the night.

Not another sound, rain comes down hard soaking him from head to toe, his cuts burn. Where could they have gone? The lightening had come down around this area but no…it wasn't possible. Could the lightening have hit someone?

Squad cars could be heard in the distance, as well as an ambulance and the loud horn of a fire truck. The hero turns, hurrying back to the open window climbing sheepishly inside, his body aching from fighting.

"Curt? Curt are you there?"

Rain had made its way in through the open window, soaking the floor and the chemicals that spilt. He steps around these, looking for his teacher he had left. There are voices in the distance searching through rooms; another spark escapes the lighting in the ceiling.

"YOU!"

Spider-Man's spider-sense screams at him once again, he glances up to see an officer in the doorway, gun drawn.

"Don't move!" He looks back around the corner. "In here boys!"

When the officer glances back he is only left with an empty room. Lightening flashes again and lights the room. The other officers' rush in, all disappointed in the false call for aid.

The apartments empty, no light shone into its small quarters. Clothes lie scattered all around the floor. Dishes are piled in the small sink off to one side. Lightening cracks in the night sky, filtering a small amount of light in the room.

A jingling of keys rings throughout the room and the main door opens, flooding the apartment with light. A young girl stumbles in, a large paper bag in both her hands, her purse dangling over an arm. Stumbling in she drops the bag, groceries spilling onto the floor. She bends down, her red hair flipping beautifully.

"Can't believe this, he's just gone again." She mutters.

"Yes where is he?" a voice says in the other room.

Her blood runs cold, dropping the rest of the groceries and freezing where she was. Someone had broken in the apartment. Her eyes trace the wet footprints across the scatter rug and to the far window on the other side. They'd entered right from the window of a third story apartment.

"Not a good sign." She panics.

"On the contrary, Mary Jane" The voice speaks again, stepping into the room.

The silhouette casts over Mary Jane; she sits horrified on the floor, unable to speak even as the intruder continues.

"I'm looking for Spider-Man"

Someone's broken in! But who is this mysterious intruder, and what does he want with Spider-man! Will doctor Connors be okay after his ordeal? And what does Matherson want with the super soldier suits! Find out next issue (chapter) thanks please review!

-Peachman!