A/N) I will update the credits portion of the first chapter with a full cast as the fic continues to unveil itself. Here is my Current Cast List...Let me know if you agree with some of the new cast including Shocker and Carnage.

Spider-man/Peter Parker: Tobey Maguire of course.

Mary Jane Watson: Kirsten Dunst

Eddie Brock/Venom ( Flashbacks):Topher Grace

Ben ( Flashbacks ):Cliff Robertson

May: Rosemary Harris

Herman Schultz/Shocker: David Roberts

Cletus Cassidy/Carnage:Julian Sands

Dr. Curt Connors/Lizard:Dylan Baker

Chp.7-Planning the Future

(Slow spider man sad theme playing as he opens the door to his apartment and sees Mary Jane lying there sleeping on his bed)

Peter closed the door quietly and hung up his camera next to the mirror on his dresser. Mary Jane was laying on the bed, her face pointing towards the window and away from him. Peter sighed and sat on the bed. He moved his hand against her hair slowly stroking it. He sighed again.

"I'm so sorry about last night Mary Jane," he said quietly, knowing she couldn't hear him as she slept. "I was so looking forward to being there for you MJ. Even as Spider-Man I can't protect, so how am I supposed to be there for you as Peter Parker?" he let out another sigh as he stopped stroking her hair. "Regardless of where we end up, whether together or just as friends or whatever," he leaned down and whispered in her ear, "I'll always love you, Mary Jane Watson." He got up from the bed, grabbed some of his laundry together into a duffel bag, and wrapped it around his shoulder and body. He left a note and some money on the table for MJ, letting her know he was going over to his aunts to do laundry and there was some money for her to get something to eat. He looked back at her, smiled, and left. As the door closed, MJ closed her eyes to go to sleep, hearing every word Peter had spoken and taking it to heart. It comforted her to know he still cared for her. They had been through so much, but it felt like he was trying too soon. They had been through alot and it was a weird feeling to try and rekindle a lost love. Or was love really lost? MJ drifted off into the dream world, hoping for a clue to the answer.

Aunt May opened the door to her home, embracing Peter just as he was walking in.

"Oh my boy," she said happily," where on Earth have you been? I haven't seen or heard from you in a few days. Is everything alright?" Peter sat down.

"I've been trying to get things back together with Mary Jane. That's been taking quite the time to do, especially with my busy schedule. Aunt May, I just don't know what I should do right now."

Aunt May smiled and patted his leg. "It's alright Peter. Every man wrestles with relationships in their life. Your Uncle Ben and I had our rough spots but somehow it always works out. Just keep talking with her and try to make things right and things will work out for you both." Peter smiled. Aunt May always had good and wise advice. It almost seemed as if she was his guardian angel, giving him the tools and knowledge he would need to combat his personal problems and help him continue to be Spider-Man. They hugged and she made him some tea and they drank and conversed with each other for another hour and a half.

As Peter walked up the apartment stairs, the pay phone in the hall rang. Peter got to it and picked it up.

"Parker," a hurried voice on the other end spoke.

"Um, yes...who is this?" The voice spoke a little slower.

"It's Dr. Connors. Listen Pete, I want to do that experiment tonight." Peter frowned. "Are you sure now is the right time? Your notes said you wanted to make sure that any destabilization of the regenerative cell structures would be counteracted if..."

Dr. Connors cut him off harshly. "I know what I wrote Parker! Ahem, sorry Peter. Just the anxiousness of the results I suppose. Look, can you please come in this afternoon and help me?"

There was silence for a minute and then Peter answered. "Yes. What time do you want me there?"

Chp. 8-The Dangers of Science

(We see an abandoned warehouse on the edge of New York. Since no music has been developed for the villain Shocker yet, the Sandman theme plays. Inside, Herman Schultz is seen)

Schultz stood there in front of his posse of five men. He was wearing his shock proof uniform, minus the mask. "Alright guys. Remember the plan and don't mess it up!"

One of the peons shouted out above the rest. "What if Spider-Man appears? How we gonna handle him?!" Herman Schultz laughed and slid his mask on. "Leave that wall crawling wannabe to me."

Peter and Dr. Connors stood in the backroom, a line of test tubes in front of them.

"Now in order to ensure that this goes as predicted, we have to let the reptile dna to mix with this chemical compound for at least 15 minutes above the heating pan," Dr. Connors explained, having gently set the tube above the fire. Peter saw the mixture begin to boil almost immediately. Peter wrote down the notes as Connors continued to explain how he was going to get his results.

"And finally," he said, pulling out a syringe," I will inject the mixture via this syringe to my missing arm and within minutes, the genetic structure of the formula should cause the cells in my arm to begin to reconstruct itself until it was as if it never was gone. Full movement and nerve ending tests will continue after that, though my previous results on the test subjects proved they could still feel with their "new" limbs." Peter continued notating everything Connor's was saying. As Dr. Connors finished the finer details, the boiling mixture was ready and poured into another vial, filled with a fluorescent, orange mixture.

"This liquid steroid should increase the potency and reaction time of the mixture." Peter looked at him.

"What do you mean should?"

Dr. Connors smiled at him. "I haven't tested the steroid addition yet, but from what I gather, the restoration of my arm will occur even faster. Don't Worry, Parker. Nothing bad will come of this. After all, it is purely science."

(As Shocker robs the bank, more Sandman theme plays)

The blasting of the bank vault wall had taken a whole of 20 seconds. Shocker and his mean easily took a large sum of money and packed it into the dilapidated van and raced off down the city streets.

Police in hot pursuit, Shocker opened the back of the van. "Eat this pigs," he roared as he fired a shock-wave blast from his fists. The air blast struck the road, making the concrete blow up and flipping the cop cars. Shocker laughed as the van made a sharp turn. The van continued shooting down the road and was heading straight for a police road block.

"Hey Shocker," the driver called. Shocker turned and saw the blockade.

"Stop the van!" The driver slammed on the breaks and stopped 20 ft from the cars. The back doors opened and Shocker came out, cracking his knuckles.

The police sat there, guns drawn. "Stop! Put your hands over your head and everyone else out of the van!" Shocker grit his teeth under his mask.

"Here you go, Bacon!" He launched his fists forward and launched a huge shock-wave that blasted the cop cars out of the way. The police scattered as the cars were thrown into the air. The city street cracked and pedestrians ran as Shocker continued to pump the air with his shock-waves, slowly moving them from where the police were down the block, destroying sidewalk and store fronts. He continued holding the buttons on his gauntlets down, allowing the wave to increase in intensity. The sidewalk began to explode in parts, the pieces flying up and disintegrating.

"Ha ha ha ha ha! Yes! Taste the power of Shocker!"

The building began to shake violently. Dr. Connors and Peter looked around, watching as the backroom they were in shook uncontrollably.

"What's going on," Connor's asked, as the table began to shake and the tube of chemical start to spill. "No! No!" Dr. Connors yelled as the tube fell off the holder. He grabbed it with his free hand and felt to burn of the hot chemical through the tube. Suddenly, Peter's sense flared and he looked up. The light above them broke off of the ceiling and plummeted towards them. Peter yelled Connors' name as it came at them. Dr. Connors looked and suddenly forgot about his hand burning from the test tube. (In slow motion) Peter back flipped as the light crashed down on the lab table, the sparks igniting with the previous chemical mixture and exploding, propelling Dr. Connors backwards and through a wall. Peter landed in a spidey position, his right arm down and his left arm out.

"Dr. Connors!!!!" Peter jumped across the debris and found Connors lying face up, his face darkened from dust and splinters, the mixture of his precious chemical splattered a little on his face, the broken glass in his one good arm. The building finally stopped shaking as he checked the good doctor's pulse. "He's alive," Peter said slowly. He then turned and ran out of the lab, grabbing his bag as he jetted out.

It's patience had paid off. The shaking was new to it but the explosion was familiar. The blast had caused the glass of it's confinement to shatter. As it quickly fled it's confines, pieces of glass sticking to it's gooey surface, it crawled quickly out and down to the floor. Avoiding the fire that was slowly dying down, it latched itself onto a book bag. There it climbed inside and securely it waited as it felt itself picked up quickly. It was moving again.