Chapter 4: Back To School

A/N: this chapter is more to set things up for both next chapter and future storyline I plan on exploring, and combines Superior Spider-Man 4, part of Superior Spider-Man 5, and Avenging Spider-Man 16.

Horizon Labs

"So what do you guys think I should do?" Peter asked. He was in the Atrium, talking to the rest of his fellow think tank members about something he'd been thinking on for a while, ever since he had switched minds with Octavius.

"Well, it certainly never hurts to have that title attached to your name, but do you really need to go through all that trouble for your doctorate?" Juergen asked.

"Well, I should've done it a few years ago when I got out of Grad School, but I got busy." Peter said.

"Doing what, taking pictures?" Sajani asked.

"Something like that." Peter thought, thinking of all the battles he'd fought as Spider-Man after college. "But do you guys think Max will let me have the leave to do it?"

"Leave to do what?" Max asked, coming over to the group.

"I'm planning on going back to college so I can get my doctorate." Peter said. "It's something I've toyed with since I came to Horizon, and I figure that I've put it off long enough."

"Well, I wish you the best of luck." Max said. "Consider your leave approved."

"Thanks Max." Peter said, then his shoulders slumped. "But the semester for ESU starts next week. There's no way I'll be able to get approved in time!"

"The dean of admissions at ESU is a good friend of mine." Max said. "I'll be sure to put in a good word for you."

"Thank you Max. I mean it." Peter said, and Max smiled at Peter.

"You're welcome, son. Besides, Dr. Parker has a nice ring to it." The scientist/entrepreneur said.

Sewers below New York

The Goblin King led the leftovers from Vulture's gang through the sewers, eventually coming across a large circular area that was already host to dozens of people wearing green and purple uniforms. "Welcome to my kingdom: the Goblin Underground!" He said. "Everyone you see here has, at one point, been in a gang that opposed Spider-Man. Take those guys over there for example-" he pointed at about six people wearing oriental masks. "-they used to be a part of Mr. Negative's Inner Demons, until Spider-Man, Wraith, and Anti-Venom exposed his identity. And those guys over there-" he pointed to guys wearing goblin masks. "-used to run with Crime-Master's gang, or at least they did until the new Venom killed him."

"Quite the operation you've got here." One of the Vulture thugs said.

"Why thank you. Now go speak to one of the higher ranked members. They'll give you uniforms and a proper initiation." Goblin King said, and began walking away. "I'll be in my 'office', so no one bother me unless we're under attack." The Goblin King grinned maniacally. "We've got a lot of work ahead of us."

One Week Later, Empire State University

'Here I am, once again.' Peter thought as he entered the campus of Empire State University, Aunt May and Mary Jane close behind him. "Do you two really need to be here?" He asked.

"Peter, I remember when your mother was pregnant with you, and all both her and your father could talk about was how they hoped you would follow in your father's footsteps as a scientist. Then, when you began to show an interest in sciences, not a day went by when your Uncle Ben didn't talk about how you were the next Reed Richards or Howard Stark."

"Comparing me to one of the smartest guys alive and a Stark? That might be overselling it a little." Peter said.

"She's right Peter." Mary Jane said. "When I first moved here, my Aunt Anna told me that you were one of the smartest people in the city. I haven't seen anything to prove me wrong since then."

"Thanks, both of you. I appreciate the support." Peter said, giving each of them a hug. "I'll call both of you at lunch." Peter said, and began to walk off.

"That boy…he keeps finding ways to make me proud." May said. "You're lucky to have him."

"I know. I guess I have you to thank for all that." Mary Jane said. "Sometimes I wonder what he would be like if he didn't have such an awesome aunt and uncle."

"He just finds ways to keep impressing me and making me and Ben proud. Defeating all those Supervillains, saving us from that Spider Plague…" May said, and Mary Jane's eyes widened.

"You know?" She asked.

"Mary Jane, I raised that boy since he was a child." May said. "He thinks he's clever, but I've always known, and everyday I take pride that my boy's a hero."

"When are you going to tell him you know?" Mary Jane said.

"One day. I don't know when, but one day, he'll know just how proud I am of him." May said. "Now let's go. I promised Jay I'd be back by lunch."

NYPD Superhuman Investigations Office

Carlie Cooper entered Captain Watanabe's office, where her captain was looking over what looked like a file. "Detective Cooper, thank you for coming down here on your lunch hour." Watanabe said.

"I already ate at my desk." Carlie said. "You wanted to see me about something?"

"You know that genetics company that popped up around the time Octavius died?" Yuri asked.

"You mean Gene Web Industries?" Carlie asked.

"That's the one. The other day, these showed up at my desk." Yuri said, and handed Carlie the file. In it were pictures of strange creatures unloading some sort of equipment.

"Captain, just what the hell am I looking at?" Carlie asked.

"That's what I want you to find out." Yuri said. "Gene Web is up to something, and I want to know what it is."

"Got it. I'll start looking into this immediately." Carlie said.

"And one more thing: keep Spider-Man out if this." Yuri said. "As much as I hate to say it, the squad's become too dependent on him."

"I understand." Carlie said, and looked at the pictures as she walked back to her desk. 'What are these things? They look kinda like…spiders.'

Empire State University

"…and that concludes our lesson for today. Read chapter 5 in your textbooks" Dr. Donald Lamaze said to his class, which included one Peter Benjamin Parker. "Mr. Parker, can you please stay for a moment?" He asked, and Peter walked down next to the portly man.

"Yes Dr. Lamaze?" Peter asked.

"I just wanted to figure out the kind of person you are." Lamaze said, and he sat at his desk. "I remember hearing about you a few years back. The science prodigy from Queens, the one who made a homemade Neutrino Catcher. Several of my colleagues spoke rather highly of you."

"Really? If you don't mind me asking, who are they?" Peter asked, and Lamaze pulled out his smartphone.

"Let's see…Marla Madison-Jameson, before her death at the hands of Alistair Smythe." Lamaze said, and Peter subconsciously grimaced at the memory. "Sorry. I forgot she was your cousin-in-law. Let's see who else… Miles Warren spoke very highly of you, before his psychotic break. Then of course, there's Max Modell and the rest of his team at Horizon Labs. Max even went so far as to call you one of his best scientists, and given the calibre of the rest of his 'Lucky Seven', I'm inclined to believe him."

"Aw shucks, I'm blushing." Peter said.

"That being said, I believe that simply attending my class on Monday, Wednesday, and Friday will be enough to catch you up in this class." Lamaze said.

"So you're suggesting that I come here five days a week?" Peter said.

"No. I understand you have a responsibility to Horizon, so I'm suggesting another of my brightest tutor you." Lamaze said, and wrote an address on a sheet of paper before handing it to Peter. "I already called and discussed it with her, and she says it's ok if you stop by tonight."

"Thanks, doctor. Tell her I'll be there around seven." Peter said, when his phone vibrated.

"I look forward to seeing how you impress me Mr. Parker!" Don called after Peter as he walked away, answering his phone.

"Hello?" Peter asked.

"Hello, Spider-Man." A filtered, yet clearly female, voice said on the other end.

"Who is this? How did you get this number?" Peter asked. 'Who is this guy, and how does he know my secret identity?' Peter thought.

"A friend. You saved my family once, Spider-Man, and I will never forget that. As for how I got this number, a mutual friend gave it to me. If you need anything, I'm sending an encrypted phone to your quarters at Avenger's Tower. Right now, I'm calling to tell you something you'll want to hear." The voice said. "I'm not sure if your aware of this, but Norman Osborn vanished from his hospital bed the day Otto Octavius died."

"Cap told me. I checked all his old hideouts, but I couldn't find anything. Why are you telling me this?" Peter asked as he locked himself in an empty class room and began changing into Spider-Man, creating a web-bag for his clothes.

"Because neither me, nor the people I work for, have been able to find a trace of him. And believe me when I say the people I work for are VERY resourceful." The voice said as Spider-Man swung through the city. "Just be careful. I don't need to tell you how dangerous that man is."

"Before you go, I have one question." Spider-Man said. "Who are you? Can you give me any hint?"

"You helped save my me and my brother's life." The voice said. "I realize that it doesn't help you right now, but just know you've got a friend who can get you some high grade info. Til next time Spider." The line promptly went dead.

'Just who was that?' Spider-Man thought. 'If someone figured out my secret identity, everyone I care about could be in trouble. But from the way she was talking, she doesn't want to hurt me. It even sounds like she might want to help me. And what was that she said about a mutual friend?' Spider-man said, when a scream sounded from around the corner. 'Alright, what garden variety super villain am I dealing-' "Holy Crap!" Spider-Man yelled. In the middle of the street was a giant spider, ripping its way across New York. "Computer, begin analysis. What is this thing?" Soon, his eyepieces announced that it appeared to be some sort of garden spider. "Man, is it just me, or does it feel like the irony gods have it out for me?" He created a web net and stopped some debris from falling in civilians. "Here I am, trying to be a Superior Spider-Man, and what do I have to fight? A giant spider!" He leapt above the spider, and was about to slash at it with his claws, when something in the creature's eyes stopped him, and it's leg snapped up and hit him, sending him sprawling into a building before it went to the next block. 'That was weird. And painful. But mostly weird. Why didn't my spider sense warn me about that things attack? Something about it seemed…familiar.' Spider-Man shook it off, and took off swinging after the monster.

The creature knocked over a car, when Spider-Man charged at it with a pole. "Round two ugly!" He yelled, but he stopped at the entrance of new combatants.

"Heads up web head!" A gruff voice yelled from above, and Spider-Man looked up to see Wolverine, Beast, Iceman, Storm, Shadowcat, Marvel Girl, and Lockheed dropping from a hovering Blackbird.

"Well if it isn't my favorite bunch of mutants!" Spider-Man said.

"I'm afraid pleasantries will have to wait, my arachnid-empowered friend." Beast said. "Can you assist my companions while I figure out what this thing is?"

"Sure thing doc." Spider-Man said, and charged into battle with the X-Men. Iceman blasted its legs, but the creature's strength proved too much for the Spider-Creature.

"Does this have anything to do with you web-head?" He asked, as Shadowcat helped civilians get to safety and used her powers to help them avoid debris.

"This is the first time I've seen it!" Spider-Man said, and Wolverine leapt up and tried digging into it with his claws, only for the adamantium blades to do nothing to penetrate the skin.

"Whatever this thing is, it's pretty well-built!" Wolverine said, and Storm used a gust of wind to knock Wolverine off the creature before using a lightning bolt to shock the creature.

"No matter who made it, it is still a creature of nature, and nature it shall obey!" Storm said, when a blast of energy came from its mouth, sending her falling to the ground.

"I got her!" Spider-Man said, catching the former Queen of Wakanda in his arms. Marvel Girl used her telekinesis to pick up several fallen debris and throw them at the creature.

"I think this is just making it madder!" She said, when webbing came from its mouth and wrapped her in a cocoon. Spider-Man swung over to her, and used his claws to free her.

"Guys, I've got an idea!" Spider-Man said. "Iceman, make an ice wall so we can at least slow it down!"

"On it!" Iceman said, and promptly created an ice wall.

"Marvel Girl, how's your pitching arm?" Spider-Man asked. Marvel Girl was about to ask what he meant, when she realized it herself.

"Pretty good. Tell me when." She said.

"Storm, when I hit it, I need you to lower the air pressure around it." Spidey ordered.

"It shall be as you commanded." Storm said.

"Now Rachel!" Spider-Man said, and Marvel Girl picked him up with her telekinesis and threw him at the creature. "One Fastball Special comin' at ya!" Spider-Man said as he hit the creature on it's head. Storm's eyes glowed , and Spider-Man felt the air starting to get thinner, and he snapped its jaw shut, swinging over to rejoin the X-Men.

"Mind tellin' us what that was about bub?" Wolverine asked.

"So glad you asked, my Canadian friend. That blow to the head, combined with the change in air pressure provided by the lovely Ms. Munroe and my last attack, was enough to stun it and knock it out. Though it should have kicked in by now…" Spider-Man said, and at that moment the creature fell on its side. "There we go! Must have taken so long because it was so big."

"Wait, is it shrinking?" Shadowcat asked. Sure enough, it's size was decreasing. The X-Men plus Spider-Man went over to the creature, and Spider-Man had to take a step back when he saw the creature's true form, and the answer as to why his spider sense didn't detect it.

"Gwen…" he gasped. On the ground was a blonde woman, probably about college age, with a face that belonged to Gwen Stacy. Beast kneeled next to he and took out a device, scanning her.

"She appears to have mutant DNA, but the weird thing is she's not a mutant. She appears to have a mixture of human, spider, and mutant DNA." Beast said.

"I tried reading her mind, but I didn't get anything." Marvel Girl said. "It's almost as if she was just born."

"A clone with human and mutant DNA…this has Sinister written all over it." Wolverine said.

"Agreed. I suggest we warn the X-Men on Utopia. If Mr. Sinister is back, then-" Beast started to say, when Spider-Man spoke up.

"This wasn't Mr. Sinister." He said. "I know this woman. This is Gwen Stacy. She…she died years ago. And I know exactly who did this."

"If it's not mr. Sinister, then who is it?" Shadowcat asked.

"A clone of Gwen Stacy that has Spider DNA in it…there's only one person capable of this." Spider-Man said. "Miles Warren is still alive. The Jackal has returned."

Hour later, Spider-Man sat on top of a building that overlooked the streets of New York, leaning on a gargoyle. 'Wolverine took Gwen- the clone- back to the Jean Grey school.' Spider-Man thought. 'Miles Warren is back…if he's making clones again, then no one's safe. I should call Kaine, warn him about Warren. But where do I call him? I've seen the news reports and know he's in Houston, but how do I contact him? If only I had a-' Spider-Man was pulled from his thoughts when a Spider-Bot climbed on his shoulder.

"Reminder: tutor meeting at 7 PM is in 15 minutes." It said.

"Crap!" Spider-Man said, and began swinging towards the address Lamaze had given him. 10 minutes later, he as standing in front of a door, dressed in his civies. 'This is the place.' He thought, and knocked on the door.

"It's open!" A female voice said from inside, and Peter entered the apartment to see a woman of Italian descent with short dark hair in her kitchen. "You must be Peter Parker. Dr. Lamaze told me you would be dropping by." The woman said.

"Yeah, that's me. You must be…I'm sorry, I have had a crazy day. Almost got crushed by a giant spider this afternoon." Peter said.

"I saw that on the news. Names Anna Maria Marconi." She said, and to his surprise Anna Maria's height decreased, and she came out from behind the counter, revealing she was only four feet tall, causing his jaw to drop. "You might wanna close your jaw. You'll catch a fly." Anna Maria said.

"Sorry. I just wasn't expecting…y'know." Peter said.

"Don't be. I'm used to it." Anna Maria said. "I'm kinda one of those 'big things come in small packages' kind of deals. So, tell me about yourself while I finish making dinner for us."

"You made dinner?" Peter asked.

"My grandmother always told me 'Anna Maria, if you want to make a good first impression, make a good meal.' Now tell me about yourself." She said as she got out two plates.

"Well, I grew up in Queens with my aunt and uncle." Peter said as he sat at a nearby table as Anna Maria put some pasta on the plates. "Didn't really have a lot of friends back in high school, in fact my most common nickname was 'Puny Parker.'

"You're bully sounds like a real jerk." Anna Maria said as she brought Peter his plate.

"He was, but we're good friends now." Peter said.

"So I'm guessing you didn't look like this back in high school." Anna Maria said.

"You should have seen me. I had these big thick glasses, and I wore sweater vests everyday." Peter said. "Then…a burglar broke in, and killed my uncle. After that I just…changed."

"That must have been one hell of a change." Anna Maria said.

"I'll say. Years later, here I am, successful and brilliant scientist for Horizon Labs." Peter said.

"Make anything I might have seen?" Anna Maria asked.

"Let's see…there were those noise reducing headphones, impact reducing helmets, Cryo Cube, power dampening fields for super prisons, frictionless surface, and I still have a few ideas taking up space in here." Peter said, and took a bite out of the pasta. "Holy Thor, this is amazing!"

"Thanks. Old recipe that's been passed down my family." Anna Maria said.

"So Anna, what about you? What field of science are you studying?" Peter asked.

"Genetic engineering. The mutant X-Gene is only the tip of the iceberg, and I'm gonna be the one to find all the secrets of DNA." Anna Maria said.

"Best of luck to you." Peter said. "So, when do we get started?"

Goblin Underground

A feminine figure dressed in battle armor wearing a gold helmet and a green Goblin mask entered Goblin King's workshop/throne room. "My lord, I bring news." Menace said, kneeling.

"Speak, Menace." Goblin said as he tinkered on a spider-bot.

"Spider-Man has encountered one of Warren's creations, and now knows he is alive." Menace said. "Shall I pull our support of his cloning endeavors?"

"No, let Warren continue his experiments. They could prove useful in the future." Goblin King said. "But I don't want to risk the Spider finding out about us just yet…send in Gonzales."

"At once." Menace said, and minutes later, former NYPD officer Vin Gonzales entered the room.

"You called for me master?" Vin said.

"Yes. I have a job for you. I need a distraction for the Spider. Go to Ravencroft, and free Prisoner 2369." Goblin King said. "But you won't be going alone. Megatak!" A computer sparked, and out popped a man who looked like a video game from the 80's.

"The data is at your command, my liege." Megatak said.

"Go with Gonzales and free Prisoner 2369 from Ravencroft." The King said, and handed Gonzales a green tube. "You know what this does. Give it and explain to 2369 what it does."

"As you command." Vin said, and Megatak disappeared as Vin left the room.

"Oh yes." Norman said, a grin appearing on his face. "I know exactly how this will turn out. HA HA HA HA HA!"

Ravencroft Asylum

"This is Dr. Ashley Kafka. Date is January 31, 2014." Dr. Kafka said into a recorder. "Subject 2369 Marcus Lyman, better known to the media as Massacre, shows no signs of improvement. We tried artistic expression to try and reignite his emotions, but so far that has proved…less than fruitful. Next, we tried bringing in pictures of his late wife Judy, but that drew no response. While Marcus remembers what emotions like love or anger clearly, the shrapnel that damaged his brain has rendered his brain unable to create emotions for new experiences." She looked at Marcus, who was separated from her by a one way mirror. "Subject has stated repeatedly that he wishes to kill Spider-Man, but whether this is due to the same anger that super criminals like Otto Octavius or Cletus Kasady harbor for the wall , or the disregard for the lives of others that he has displayed since the accident, is unclear."

"I know you're there, Dr. Kafka. You're a lot like Judy, you know." Marcus said, his cold eyes betraying no emotion. "She was kind, compassionate, always trying to help others. Starting the firm was her idea, you know." Dr. Kafka quickly made sure the cameras in the cell were recording, before Marcus continued to speak. "Not a day went by when I didn't feel like the luckiest man alive. In fact, we were going to try and start a family soon. But then the accident happened, and you know the rest of the story." All of a sudden, the power went out, and Marcus's door opened. That wouldn't have been so bizarre, if Marcus's cell wasn't the only one open. He quickly snapped the neck of the guard, and took his gun, then he walked to where Kafka looked in his window, and pointed the gun at her.

"Please Marcus. Don't do this." Dr. Kafka said.

"Don't worry, it's nothing personal." Marcus said, and pulled the trigger, ending the life of Ashley Kafka. Suddenly, Kafka's phone turned on, and Megatak came out.

"Marcus Lyman, your freedom awaits!" The electronic being said. "Your weaponry awaits you outside this compound. Follow me, and I shall take you to it."

"Whatever. Lead the way." Marcus said.

1 Hour Later

Megatak and Marcus arrived in a warehouse, where Vin was standing near a crate. "Mr. Lyman. My master sends his regards." Vin said, showing the Goblin tattoo on his arm.

"So Osborn really is back." Marcus said as he went over to the crate. "I'd heard rumors from the orderlies, but nothing concrete." Vin and Megatak began walking away as Marcus opened the crate.

"I'm sorry, Mr. Lyman, but I would rather not be around when you resume your activities. You see that cylinder over there?" Vin said, and Marcus looked to see the device. "That's a spider-sense enhancer. It enhances Spider-Man's spider sense tenfold. When you use that, he'll be aware of every bug, person with a bad thought towards him, every car…if it can hurt him, he'll pick it up. You'll have 30 seconds to get the job done. Good luck, Mr. Lyman."

"That's not my name." Marcus said. "Marcus Lyman died when that car bomb went off. My name is Massacre." But Vin and Megatak were already gone. Marcus shrugged, and put on the costume he wore when he first fought Spider-Man, putting on his arm mounted minigun. Looking out the warehouse door, he saw a Burger Town fast-food restaurant across the street. His face holding no emotion what so ever, he walked into the restaurant, and fired his n n, not batting an eye at the screams of those inside as he gunned them down, be they men, women, or children. That night, a message was sent to the whole city: Massacre was back.

A/N:

Next Time: The Shot Heard Around the World