The Transformers & Marvel Continuty

by eagc7

The Transformers war moves to earth, While the Marvel Heroes faces their own problems, but suddenly their paths will cross paths, as the Autobots and Earths Mightiest Heroes team up for face Enemies that nobody can withstand.

34. Phase 2 Part 21: Spider-Man

Written by nobleboivin and me, plot by me

---

Date: June 12, 2011.

Location: New York, Manhattan.

Four robbers break into one of the many banks that are in Manhattan. One of the robbers seems nervous. If he had less of a backbone he would be peeing himself all over the tiles. He sees a shadow that moves down a window. The shadow appears humanoid but is upside down. The nervous robber whips around and looks out the window but he sees nothing there.

Robber 1:

Yo Eric, cut the crap and help us already.

Eric (Stuttering):

S-sorry. It's just the Spiderman….

Robber 2:

Dude, we've been in this city for five weeks and haven't seen any proof. Spiderman is just a myth created by the police force. Hell the police force even admitted to hoaxing some shit."

Eric:

That's not what Johnny the rat said."

Robber 3:

Johnny was a coward who screamed like a sissy at the sight of a fly. Now shut up and get to work or else you won't get paid.

Eric mutters under his breath and gets to work watching for the cops. After the robbers finish stealing some money they leave the bank and rush to their cars. Two of the robbers are about to get in their car when they are snared by webbing and held up on a lamp post. Spider-Man lands on the ground in front of them.

Spider-man:

Didn't your mothers ever teach you to not steal what's yours?

Robbers 1 and 2

*scream in fear*.

They thought Spider-man was just an urban legend. Spider-man rolls his eyes.

Spider-man:

Been at this for a year and yet some people still think I'm a hoax. I'd be insulted if I didn't find it funny.

Spider-man hears the other two robbers running down an alley.

Spider-man:

Looks like I better catch your pals.

Spider-man jumps over the two men and heads to the alley.

Instead of grabbing cash like their pals, Eric and the other robber grabbed some jewelry from safe deposit boxes. They're about to run to their car when they hit a wall of webbing. Eric screams in horror. He pictures some sort of giant monstrous spider is going to suck out his insides. To his surprise a costumed hero lands at his feet.

Eric:

Who, who are you?

Spider-Man:

Just friendly neighborhood Spider-man

Spider man puts a note for the police on Eric's back. Eric screams in fear and faints.

Spider-man:

Some people are just weird.

Spider-man then launches himself into the air and starts swinging around.

He hears a scream and sees serial Killer Cletus Kassady getting ready to kill an innocent woman. Spiderman swoops in, beats up Cletus and then binds him with webbing. He then swings away.

Woman (With mixed excitement and gratefulness):

Thank you Spider-man. I love you!

As Spider-man swings throughout the city he begins to narrate.

Spider-man:

Another day and more crime, not that I hate doing my job but sometimes it seems crime never rests. Oh well. That's life I guess. I suppose you're wondering who I am though. I'd say I'm a very famous hero. Part of that is true. I am a hero, i have my fans, but theres also a part that dont trust me. some see me as a menace, Some go so far as to say mean things about me. Things that aren't true. Speaking of which.

Spider-man passes through the Daily Bugle. Once out of the Bugle, Spider-man swings even faster. Back inside the Newspaper building, J. Jonah Jameson walks to his desk in his office. He rants about Spider-man and goes to sit down only to feel something squishy. He gets up but has a hard time doing so. Once free of the chair he looks and sees some webbing.

JJJ:

SPIDER-MAN!

Spidey keeps swinging thru the city happy about the prank

Spidey:

That made me feel better. He's always so mean to me. It may look like being a hero is easy but it's not. It took me a long way to reach the status where I am now. That was about a year ago now and then I didn't have a superhero name nor did I have powers. I was just Peter Parker.

Date: March 29, 2010

Location: Oscorp

Norman Osborn goes in his lab and starts talking to his assistant, Mendell Storm.

Norman:

Have you found a cure for my illness using Richard Parker's spiders yet?

Mendell:

I'm afraid not Mr. Osborn. Me and my scientist have tried everything we could possibly do for you but I'm afraid there's no way that those spiders can cure your illness but I have been working on a new formula and my scientist are also working on other methods.

Norman:

Mendell I have a legacy to carry on.

Mendell:

I know sir

Norman:

So something better work or else.

Date: April 26, 2010.

Peter walks down on of the hallways at school. He reads a book on Theoretical Physics when a student bumps into him and knocks him onto the ground. Peter glares at the student who is now laughing at him. Other students are also laughing. Later that day a teacher praises Peter for his smarts while some of the students send him death glares.

Teacher:

Nice work, Mr. Parker, you truly have a huge potential, use it well

Throughout the morning, students tease him, call Peter names or prank him in one way or the other. When students leave him alone, they avoid him as much as they can. Later at lunch, he's sitting alone reading a book, but Flash Thompson tosses some food at him, Peter glares at Thompson,

Thompson and Kenneth "Kong" McFarlane:

*laughs at Peter.*

Peter:

Hahaha...very funny...

Peter resumes reading. Gwen Stacy passes by, Peter is startled at seeing her, because she's his crush, he stares at her as he walks by and sits on a table and she begins reading her book.

Flash:

Ah looks like the freak has a crush. Wuss.

Kong:

Crush all you want. No girl would want you.

They keep tossing food. At him, Gwen turns to look at how Peter is bullied, she's visibly annoyed that the poor kid is being bullied. Flash tosses a Taco to Peter

Student:

Peter you're an idiot

Flash keeps laughing at Peter misery. After class is over, Peter is waiting for the Bus, but she hears some noises, he sees Flash bullying a fellow student, by putting the student head on a trash bin.

Flash:

Hey Parker take a picture of this.

Peter:

No why don't you just let the kid down?

Flash:

No way this is fun

Peter:

It's not funny Eugene

Flash growls and beats up Parker. Gwen rushes up to them.

Gwen:

Flash stop it

Flash:

Your gonna let a girl defend you, Parker? *laughs*

Gwen punches Flash in the face, knocking him out. As Flash lays in the ground, Gwen helps Peter get up,

Gwen:

Are you okay?

Peter:

I'm fine, I'm used to it by now.

Gwen:

You should go to the school nurse

Peter:

No I'm fine.

Gwen:

What's your name?

Peter:

You don't remember my name even though we share two classes?

Gwen:

I remember it I just wanted to be sure that you remember it. You hit your head pretty hard.

Peter:

It's Peter

Gwen:

Do you remember my name?

Peter:

Gwen

The bus comes

Gwen:

Well I guess it's time to go home.

Peter (Smiles):

Agreed

Back home at Forest Hills, Queens, Peter is walking in the streets heading to his home, where he bumps into his neighbor, Mary Jane Watson. the duo have known each other ever since Peter moved with Ben and May when he was 5, MJ is a Party girl, a fun girl to hang with, though while she may be pretty, Peter just likes her as a friend, she does likes him, but she keeps it a secret, but they're still best friends, in fact MJ may be one of the very few that are friends with Peter,

MJ:

Hey Tiger

Peter:

Hi MJ

MJ:

Nice shiner. Flash again?

Peter:

Yup

MJ:

Are you okay?

Peter:

I'm fine. How about you?

MJ:

Same old. Drunk ass father being an ass. Other than that everything's fine.

Peter:

That's good.

MJ:

You know you should tell your aunt and uncle or at least the school about the bullying.

Peter:

My aunt and uncle have enough stresses and if the school can't be bothered to take care of it then I guess I have to sit through it.

MJ:

You shouldn't have to

The two head into their homes.

Peter:

I am home!

Peter goes into the kitchen and sees his aunt is cooking dinner, Peter tries to hide his bruises on his face so she doesn't notice. But she does,

May:

Peter what happened?

Peter:

Nothing...I just fell on the way home.

Ben shows up with a box and puts it on the table, he's cleaning the attic,

May:

Don't put that in the table,

Ben:

They're my trophies

Ben notices the bruises on Peter face,

Ben:

What Happened?

May:

Peter fell

May gives him a steak for put it on his eye.

Ben:

That's never good. Well take it easy son. If you need anything I'll be in the attic

Peter:

Actually, can I help?

Ben:

Sure

On the Attic

Ben:

Peter that bruise wasn't from a fall. What really happened at school?

Peter:

It's nothing

Ben:

You want me to call the bullies' parents?

Peter:

No it's nothing really.

Ben:

Okay

Ben takes some more boxes and goes down,

Ben:

Grab some more boxes will you?

Peter: On it.

Peter grabs a box, but it falls down, the Box opens itself as it falls revealing his Dad briefcase, Peter have a flashback from September 9, 2000, of his dad putting something on the case as they were driving to Ben and May House, Peter have another flashback on where his mom and dad tells him that he will stay with his uncle and aunt for a time,

5 year old Peter:

Where are you going?

Richard Parker:

Somewhere important

Flashback ends

Peter goes back to the kitchen with the case, as his uncle and aunt are talking, they are stunned when they see Peter with the case.

May:

Where did you find that?

Peter:

In the attic. It belonged to dad. I just know it.

Ben looks at the brief case and see Richard's initials.

Ben:

its Richard's alight.

Peter:

why would dad leave this here?

Ben:

I'm not sure.

May:

Me neither but knowing your father, he was a very secretive man.

Peter finds a picture on the case a picture of his dad and a man with a missing arm

Peter:

Who's this?

Ben:

Not sure never seen him before, a colleague of him most likely.

theres little moment of silence.

May:

Now put the case aside. We'll be eating in a minute.

Later that night, Peter checks on the bag, wondering if there's something else, he puts his hand inside, slides his finger on the case and his finger sinks, it's a secret pocket, he pulls and discovers more things inside, and he takes a lot of files, coins, calculators and pictures out. And finds his father's glasses. He thinks finds a badge that says OSCORP, he then finds a folder marked with the symbol of two zeros crossed with diagonal lines, Peter opens it

Peter:

Zero, zero, Decay Rate Algorithm

Ben knocks Peter door, Peter puts the stuff back into the bag quickly.

Peter:

come in!

Ben opens the door and sits on Peter Bed

Ben:

*sigh* I know it's been rough for you to be without your dad. And we don't talk much about it,

Peter:

it's alright

Ben:

no it's not alright. I wish I could change it but I can't.

They pause for a brief moment of silence.

Ben:

"Curt Connors" that's the name of the guy in the picture, Curt and Richard worked together for years and were close friends, but ever since Richard disappeared, we haven't heard of Connors, he never visited us, never called. Who knows what became of him. *sigh* well see you tommorow..

Ben turns to leave the room.

Peter:

Ben

Ben:

Yes?

Peter:

You are a great father

Ben smiles and leaves, Peter checks on his computer info on Connors, he learns that Connors was a genetic biologist, who researched ways for regrow missing limbs, and that he still works at OSCORP.

Date: April 27, 2010.

Peter goes to Manhattan and looks at OSCORP. Next to it he sees a still under construction Stark Tower, He enters OSCORP, he's about to go up the ladders, but the receptionist of OSCORP stops him,

Receptionist:

How can I help you?

Peter:

I'm here to meet Dr. Connors

Receptionist:

Are you here about the internship

Peter (Nervous):

Y...yes

Receptionist:

grab a badge

Peter looks at the badges

Receptionist:

Having problems finding yourself?

Peter:

No

The badge he grabs belongs to a guy named Ben Reilly. He joins the other interns, then he sees Gwen Stacy coming to the group

Gwen:

Good morning people. I'm Gwen Stacy. I study at Midtown Science and I'm the head intern of Dr. Connors and will be leading you on a tour to Oscorp. I just have one basic rule. Wherever I go, you go

Peter tries to hide himself behind the group so that she doesn't sees him. As she keeps speaking, we hear the real Ben Reilly shouting.

Ben Reilly:

But I am Ben Reilly. I'm supposed to meet Dr. Miles Warren, I will be his intern on how to clone living organism

Ben gets dragged away by the security guards. Peter nervously looks at that event, after the awkward moment is over, Gwen begins her tour. They pass nearby some rooms, in the first room

Gwen:

in there Dr. Otto Octavius and his partner Dr. Mary Alice Anders are both atomic researchers. They are working on some devices that could allow its user to safely handle the fusion's magnetic hazards from tritium, intending to use it for create fusion-based energy source,

They pass nearby another room where

Gwen:

in here Dr. Adrian Toomes and his intern Blackie Drago are developing a set of advanced Wings, OSCORP already developed some for the military, but they keep trying to make improvements to its design time to time.

They pass to another room where

Gwen:

in this room some scientist and inventors at Oscorp are working on devices that allows it user jump very high like a Kangaroo, the investigation is led by Dr. Frank Oliver,

The tour enters another lab, where they meet Dr. Curtis Connors.

Connors:

Hello I'm Dr. Curt Connors and yeah I'm a southpaw if anyone is asking. Like the Parkinson's patient who watches on in horror as her body slowly betrays her, or the man with macular degeneration whose eyes grow dimer each day, I long to fix himself. I wants to create a world without weakness. Does anyone here know how I plan to do that?

Nobody answers, but he hears a voice that says

Peter:

Cross-species genetics

Everyone turns and looks at Peter at the back of the group, Gwen looks at her list of intern names,

Peter:

A person gets Parkinson's when the brain cells that produce dopamine start to disappear. But the zebra fish has the ability to regenerate cells on command. If you can somehow give this ability to the woman you're talking about, that's that. She's...she's curing herself.

Connors grins

Connors:

What's your name

But before Peter can talk

Stacy:

he's one of the school best and brightest and the second on his class

Peter:

You sure about me being second

Stacy:

Yes

Connors phone rings

Connors:

Oops excuse me. I'll be right back and do remember that you will be watched by Ms. Stacey

Peter tries to sneak away. But Gwen catches him.

Gwen:

Hello "Mr. Reilly", what are you doing here, Are you following me?

Peter:

No I didn't even know you worked here.

Gwen:

Then why are you here?

Peter:

I really love science

Gwen:

Then stay with the group I don't want any problems

As Gwen heads back to take the interns round the building, Peter tries to sneak off but bumps into Rajit Ratha, who drops a file

Peter:

I'm so sorry about that I'm clumsy

Ratha:

Not at all. I really should look as to where I'm going

Peter helps Ratha to organize the files that fell, but he notices that one has the same double zero symbol that Peter saw in his father's file, Ratha takes it off Peter hands

Ratha:

Thank you

Peter:

Welcome

Ratha follows Ratha to a lab which has the same symbol by the door, and watches as Ratha puts in the code "1610" for the door, Ratha then leaves the lab with a couple of scientist, once they are gone Peter puts the code and enters the lab, Peter finds himself in a machinery room full of spiders, the machine covered on the spider silky webbing spins slowly, as Peter watches, he touches one of the strands and the machinery stops and suddenly drops a dozen spiders on Peter's head, Peter brushes them off and the machinery starts working again. Meanwhile Connors tells Ratha about the results of MRNA sequences

Connors:

The results are disappointing

Ratha:

define disappointing,

Connors:

I'm at a dead end. It's the Decay Rate Algorithm. But this is to be expected.

Ratha:

Connors once you said that we were close,

Connors:

We are but we need time

Ratha:

Mr. Osborn doesn't have time, he wants a cure immediately.

Connors:

Yes he's dying I know but Osborn still has time to live, his illness hasn't gotten worse yet.

Ratha:

I don't care. Save Osborn or else we'll lose both of our heads

On Osborn office he's seen talking on his phone with an unknown person, Storm enters the office, when Osborn is done talking

Mendell Storm:

what's going on?

Osborn:

One of my agents has seen the Iron Man armor face to face and they encountered the blue-prints of a similar but bigger armor worm by Obadiah Stane. I want OSCORP to build something similar, they photographed the Blue Prints of Stane's armor they will send it to my mansion personally, and the only issue is the power source as it uses the Arc reactor to function. i want you to create a new type of power source for the armor,

Storm:

I don't know. I have my doubts about copying Stark's armor

Osborn:

Do i look like i care?. the worst thing Stark can do is sue us, but our lawyers are better than his, I want an armor similar to Tony Stark to be made. it will make us profit.

Storm:

I'll try my best sir

As Peter goes back to rejoin the intern group, Gwen notices that he'd snuck off again,

Gwen:

Badge

Peter:

Sorry

Gwen:

Don't care. Badge

Peter reluctantly takes the badge off, as he does this we one of the spider from the lab crawling on the back of Peter's coat collar, Peter gives the badge back to Gwen as Gwen turns to leave, suddenly Peter is bit on the back of his neck by the spider

Peter:

Ouch!.

Peter leaves Oscorp, on the Bus back home, Peter starts to feel sick, he starts to feel dizzy. He bus stops at Queens, Peter goes back home, where his uncle and aunt are waiting for him.

Ben:

Peter are you okay son?

Peter:

i've felt better. I think it's just a cold so I'm going to go to bed.

May:

You sure? Why not try and eat something?

Peter:

Yeah I'm sure.

Peter goes to his room. He looks at the window in Peter is sweating and touches the spider bite at the back of his neck, he pulls away a thread of silk from which the spider is still clinging onto, Peter then heads to his bed and collapses on it.

Date: April 28, 2010.

Peter is all well the next day, back on school, Flash and Kong keep making fun of him.

Kong:

Poor little geeky Peter has no friends.

Flash:

Let's laugh at him.

Peter simply ignores them.

Flash:

Someone must've grown a back bone because he's ignoring us.

Kong:

I'll get his attention

As Kong goes to kick Peter, Peter feels something on his head, a buzzing, he dodges the kick, grabs Kong and pins him down. As most stare at shock, even Peter. Peter starts to feel sick as he collapses as he faints. Later Peter wakes up in the school hospital, with May and Ben next to him,

Doctor:

Peter how many fingers am I showing,

Peter:

3.

Doctor:

Do you feel dizzy or anything.

Peter:

just thirsty.

Doctor:

Have you been taking anything like a medication or drugs?

Peter:

No

The doctor does a checkup. A few minutes later.

Doctor:

You're free to go, but if it happens again we will check your blood to see if there's anything wrong

After Peter returns home, in his room wondering what happened. Scared, he turns at his computer and checks online about spider bites and their symptoms.

Peter:

Symptoms of poisonous spider bites include Intense pain, stiffness or joint pain, muscle spasms, abdominal pain, nausea or vomiting, fever or chills, difficulty breathing or swallowing, spreading, ulcerated wound or tissue death, dizziness, impaired speech or convulsions.

Peter also looks at pictures of spider bites. very gross pictures.

Peter:

I don't have any of that...

Peter goes to get off from the computer but finds the keypad is stuck to his fingers.

Date: May 1, 2010.

Peter heads to Dr. Connors house and knocks at the door, Connors opens the door and remembers him

Peter:

Dr. Connors, you probably dont remember me, but

Dr. Connors:

I do remember, It's nice to see you again Mr. Reilly but if you want to meet with me then make an appointment.

Connors is about the shut the door Peter stops him.

Peter:

I'm Richard Parker's son

Connors:

Peter?

Later inside Connor's house, we see Connors serving some tea.

Connors:

I can't be much help as I don't know why they left or where they went.

Peter:

I read about your research. Is it possible for do cross-species genetics?

Connors:

Yes, for years Me and Richard were mocked for those theories, not just in the community but in Oscorp too, they called us mad scientist, but when Richard bred the spiders everything changed, his results were beyond encouraging, spectacular, they were about to change the life of a millions, including mine, but he's now gone and took his research with him, without Richard on my side I was upset, that's why I stayed away from you and your family.

Pete:

Say...say it worked. Say you got it to work. Like how much would the foreign species take over? What...what could the side effects be?

Connors:

it's hard to say as no subject survived,

Peter:

Is it because of Decay Rate Algorithm.

Connors:

yes.

Peter:

Can I have a piece of paper?

Connors gives him one. Peter sits and writes out the algorithm from his father's notes and passes it to Connors,

Connors:

Impressive. How did you come up with this?

Peter points to his head and smiles.

Connors:

Peter would you like to work with me over the summer at Oscorp

Peter:

Yes

On the way home. Peter sees Flash and what appears to be Mary Jane, Flash seems to be hitting on her.

Flash:

Oh come on babe, how come i am not your type

MJ:

Get away...

she tries to get away, Peter passes by, annoyed.

Peter:

Leave her alone

Flash:

What was that?

Peter:

I said leave her alone

Flash:

Why? It's not like she's your girlfriend

Peter:

No, but she is a friend so leave her alone or else Eugene

Flash tries to punch him, Peter dodges it,

Flash:

Think your fast all too once freak?

But Peter keeps dodging him

Peter:

Flash I'm going through some weird things right now and I don't want to fight you.

Flash goes to punch him again, but then Peter puts his hand in the way, as Flash punches Peter hand, Flash feels a lot of pain as he punches Peter hand. He collapses to his knees in pain.

MJ:

Thanks Peter

Peter smiles, that night we see an upset Peter being scolded by Ben and May.

Ben:

Peter we got a call from Flash's parents. You broke his hand. I am very disappointed in you.

May:

That is not how we raised you.

Peter:

But…

May:

This is not how people behave, Peter

Peter:

Then what am I supposed to do? I'm sick of bullies, I may tolerate being bullied just a bit, but when they pick on my friend that's crossing the line!

Peter leaves the argument and locks on his room. Ben and May watch him leave, In Peter room, Peter sits in front of the door. annoyed, he makes a fit with his hand, then he does a gesture accidentaly, he shoots what appears to be webbing on his wall, he's confused. He tries to pull the webbing off, he does but rips one of his posters. Peter looks at his arm, very confused. That night, Osborn gets a call from his mysterious contact, Gustav Fiers

Fiers:

Osborn, how's work on the new exo suit that you promised me.

Osborn:

it's still in early stages, but I need a test subject to wear it, I need you to find me a test subject.

Fiers:

I will once the Suit is near competition.

Date: May 3, 2010.

Peter is at school reading his book, most of the students are avoiding him after they heard what happened with Flash, though not all, and Gwen Stacy shows up.

Gwen:

I heard what happened

Peter (Nervous):

I'm not turning into a bully or anything like that, I was trying to protect an friend of mine

Gwen:

I heard that version. I like to believe that version

Peter:

What's the other version?

Gwen:

You don't want to know

They go and walk on the school hall

Gwen:

SO are you grounded?

Peter:

Yeah, I can't use my computer unless it's for school work nor can I go out to other places for 3 weeks

Gwen:

*chuckles*

Peter (nervously):

in talking of going out, well would you like to uh...I don't know. I don't know. We could uh...Or we could, if you don't like...we could...Maybe we can study at my house one weekend

Gwen:

Sure, that would be nice

The bell rings.

Gwen:

Guess it's time to go, are you taking the bus?

Peter:

No I think I'll walk this time

Outside the school, Gwen enters the bus, as Peter happily walks away, as he walks he passes thru an abandoned warehouse, he tests his abilities, he jumps higher, he runs faster, he looks at an old car and he actually can lift it up, he's surprised, then he runs and jumps, but he is about to hit an wall, but to his surprise he's sticking on the wall, he crawls on it. He looks up and he does the, I love you" gesture and shoots his webbing, he shots more and more webs, he's swinging, he lands on a table as he looks at up at the building smiling. Meanwhile at MJ house, she's comes back home from her school.

MJ:

Dad I might leave for a party tonight

Greg:

No you're not

MJ:

Why not

Greg:

Because I don't need you whoring yourself out to them boys

MJ:

What?

Greg:

It's bad enough that you already dress up like a whore in the mornings you don't need to go out and act like one

MJ:

How do I act like a whore?!

Greg:

Don't play dumb you bitch now go to your room and don't come down until I tell you too

MJ rushes to her room and goes to her bed, sobbing. her phone rings, she looks at it, its Peter, she immediately stops crying, pretending like if nothing have happened, she answers the phone,

MJ:

Peter, hi

Peter:

Come to my room immediately

MJ:

Why what's wrong?

Peter:

Nothing's wrong. I just want to show you something awesome.

MJ:

I'm on my way

At Peter room, MJ is looking at Peter, waiting for him to show her this awesome thing.

Peter:

I have to show you something

MJ:

You said that

Peter:

It's big and amazing, but you can't tell anyone, I can climb walls and shoot webs

There's a moment of silence

MJ:

*laughs*

Peter:

Look.

he shoots some webbing on the wall and then Peter sticks on the same wall. She stays staring without saying anything.

Peter:

Are you okay?

After a brief pause

MJ:

*screams*

and falls off from Peter's bed.

Peter:

It's a good thing Uncle Ben and aunt May aren't here. Will you calm down please?

MJ:

This is one of the most awesome things I have ever seen. Second best compared to those robot aliens. How did it happen?

Peter:

A spider bit me

MJ:

Peter people are bit by spiders every year and they don't mutate

Peter:

It wasn't a normal spider. A few days ago I snuck into the company Oscorp, a place my father used to work for, I snuck into a room where Oscorp had experimental spider's, and they fell on me, one bite me on the neck, based on what I know so far, they were altered by my father or something, they aren't normal spiders.

MJ gets super excited

MJ:

This is cool!

Peter:

Please don't tell anyone

MJ:

Why?

Peter:

Please don't.

MJ:

Okay but with all the awesome stuff you could do with your powers you could be a hero. You could call yourself Spider-Man

Peter:

That's a silly name and it would be too risky to fight crime

MJ:

True. Hey, you could use it to make money. Easy money. In 4 week there will be a wrestler match, the one that last 3 minutes wins 3,000 bucks.

Peter smiles at the thought.

MJ:

I can design a costume all you have to do is get ready. I'll start working on the designs right now.

She runs off Peter room and shuts the door before Peter can speak.

Peter:

*sighs*

Date: May 10, 2010.

Norman Osborn is at his mansion, he takes a drink, and he gets up. He watches himself at a mirror. On his right side of his neck. He sees a slight green infection from his illness, he sighs, and he heads to his desk. He looks at some papers, he discovers a file he overlooked, the OZ formula, and it comes from his contact Fiers. He looks at the file. He grins. He calls Mendell Storm

Osborn:

Mendell I may have found an alternative that's safe for me, seeing the alternatives we had, all failed

Date: May 16, 2010.

Back at Peter home, the door knocks, Peter opens it. It's Gwen.

Peter (nervously):

What are you doing here

Gwen:

We agreed to study together, remember

Peter:

Oh yeah I forgot. I'm sorry

Gwen:

It's fine

She enters the house.

Peter:

Uncle Ben, Aunt May, this is Gwen

Gwen:

Hi, it's a pleasure to meet you.

May:

You too dear. Peter told us about you, Go ahead up to Peter's room. It's the first door on the second floor. Peter will be up in a bit.

Gwen:

Okay

Gwen goes up. Peter stares at his aunt and uncle. They took the words right out of his mouth minus the 'be up in a bit'.

Ben:

Now Peter I expect you to behave and leave your door open

Peter:

Oh my… *Face palm along with a blush* I'm not even thinking of that

May:

And do be nice to her dear. You are to be a gentlemen at all times.

Peter:

When have I ever not been one?

May:

You're a man. Men need to be reminded of proper etiquette every now and then.

Ben:

May!

Peter:

Aunt May

May:

It's true though. Even you have to admit it.

Ben:

True. Your aunt is right after all. Although that's not to say to completely ignore the girl. If you like her at least try and ask her out and don't let her go.

Peter:

Guys I got it. I'm going to go up to my room now… and study. Yeah…. study

Peter goes up to his room. Meanwhile outside we see MJ coming out of her house after yet another argument with her dad.

Greg:

Go ahead and run and cry you little slut. That's all what you woman are good for.

MJ closes the door behind her. She hears a beer bottle being thrown against the door. She puts her hands over head in frustration

MJ:

Urrrrgh!

Then she heads over to Peter's house. She knocks on the door and May opens it,

MJ:

Is Peter's home

May:

yes, he's up in his room with a new friend.

May then turns to call Peter.

May:

Peter, Mary Jane Watson is here to visit you.

MJ:

Thanks Mrs. Parker, I'll just head up

Peter who heard May gets out of his room with Gwen, MJ sees them, but stops smiling once she sees Gwen.

MJ:

Who is she?

Peter:

Oh Hey Mj, She is Gwen

MJ:

Oh, nice to meet you.

MJ shakes hands with Gwen.

MJ:

Peter has told me a lot about you

Gwen:

You too.

Peter:

MJ and I have been friends since childhood. She's my best friend

Gwen smiles. Peter looks at MJ

Peter:

MJ what happened

MJ:

Gwen can you give us some time alone to talk. It's about something I'm working on with Peter.

Gwen:

Sure

Gwen enters Peter room and closes the door, Peter and MJ go outside the house.

MJ:

I came up with a design for the suit, it has lots of webbings and have like white eyes with black lines around the eyes. With Spiders on the front and back, but I need a color and then I will begin to make it today and will have it ready before the wrestling match,

Peter:

maybe Black and White.

MJ glares

Peter:

perhaps Brown and Red,

She stares again

Peter:

Okay... well...then Red and Blue

MJ:

That's perfect. I'll see you later but tell Gwen I'd love to hang with her later

Date: May 28, 2010

that night Peter is sleeping, then somebody knocks on his window, he wakes up and opens the window and see MJ on a ladder.

Peter:

MJ?

MJ:

Your good, here is the suit.

She hands him the costume and gives him a spare costume

MJ:

i also made a spare one, in case you need a replacement

Peter:

Thanks so have you hung out with Gwen yet?

MJ:

Yes. It's fun to hang with her. I like meeting new people. I look forward to hanging out with her another day. Well I'd love to talk more but I better go before my dad find out I'm not home sleeping. Night

Peter:

Good night

As she goes down the ladders, Peter closes the windows, he looks at his costume and smiles.

Date: May 29, 2010

Peter is about to leave his house, as he passes nearby his uncle and aunt. Peter opens the front door,

Peter:

Okay I'm going off. I'll see you later.

Ben:

Where are you going?

Peter:

To the library

Ben:

Let me give you a ride then

Peter:

Nah that's fine I can take the bus

Ben:

I insist. Besides I need the exercise

The two leave. as both enter Ben car and drive off, Later Ben car parks next to the library. Peter turns to open the door.

Peter:

Thanks for the ride

Ben:

Now hold on a minute. We need to talk.

Peter:

Can it wait?

Ben:

No it can't.

Peter:

*sighs*

Ben:

Now I know your changing. I went through the same thing your age.

Peter:

Not exactly

Ben:

Peter look, This is the time when a man becomes the man he's going to be for the rest of his life. All I'm saying is to be careful who you change into. Okay, pal? I mean all these problems from fighting with Flash Thompson isn't the kind of person you want to be

Peter:

*groans*

Ben:

I forgive you for doing that. It was good to help MJ. And Flash probably deserved what happened to him, but I heard about what you did to another bully at school some time ago,

Peter:

that was in self-defense

Ben:

It may have been but you got a great future behind you, you can do things for the world. Your father had a philosophy which he held to pretty strongly that if there were things in this world that he had to offer things that anybody did well better than anyone else, things that one could do that helps other people or make people feel better about themselves he believed that it wasn't just an good idea to do those things, but it was their responsibility to do those things. Don't try to be something else, don't try to be less, great things will happen in life, great things and with that will come great responsibility, With Great Power, Comes Great Responsibility

Peter:

That is nice. That's really...that's great. That's all well and good, so where is he? Where is my dad? He didn't think it was his responsibility to be here and tell me this himself?

Ben:

Peter calm down. Now I know I'm not your father but…

Peter simply gets out of the car, without saying a word. as Ben is left there alone.

Ben: I'll pick you up tonight

Ben drives away. Once Ben is out of sight, Peter goes to the Wrestling building. We see a wrestler slam into the wall of a cage match ring in the middle of a small, hot, dusty arena. The Wrestler groans in agony, a referee jumps in to stop the match as Bone Saw Mcgraw, six feet nine if he's an inch, three hundred pounds of pure muscle,

Bone Saw:

Roar

Crowd cheers.

Announcer:

And the winner is Bonesaw!

Crowd cheers even louder.

Announcer:

Our last challenger only lasted 17 seconds in the ring with Bone Saw. Can nobody challenge him? Why yes they can! Our latest challenger has signed up. Let's see if he can last the three minutes in the ring with Bone Saw!

The announcer walks next to the door of the room where Peter is at.

Announcer:

Hey kid what's your name?

Peter:

The Human Spider

Announcer:

What?

Peter: The Human Spider

Announcer:

The Human spider? That's terrible. Spider man sounds better.

Peter:

But that's not….

Announcer:

Ladies and gentlemen. Introducing the one, the only, Spider-man!

The announcer motions the guard to open the door.

Peter:

But that's not my name.

Guard:

Get out there kid

The guard pushes him to the wrestling ring, they open the door of the cage and Peter gets it, he looks at Bonesaw.

Bonesaw:

ROAR!

As Peter stares at him obviously afraid.

Bone Saw:

ROAR!

Bone Saw expects Spider-Man to lunge at him. Spider-Man trembles in the corner. The Crowd CHEERS wildly,

Crowd:

Kill him, kill him, kill him!

Happy to oblige, Bone Saw hurls himself across the ring, three hundred pounds of brute force. Spider-Man's wide white eyes pop even wider and whiter. At the last second, he leaps, straight up into the air. Bone Saw passes under him, rebounds off the ropes, and Spider-Man lands neatly on his shoulders. He grins, confidence growing, fast. Bone Saw attempts to back fall, to crush Spider-Man under him, but our hero is too quick for that. He stretches out a wrist and shoots a web straight above him, to the bars at the top of the cage, twenty feet up. The web sticks there, and when Bone Saw drops to the canvas, he is alone. He blinks, the wind knocked out of him. Directly above him he sees Spider-Man, dangling upside-down from his web, miming checking his watch.

Spidey:

Can I hand you a magazine?

Bone saw roas in anger and leaps to his feet. Spider-Man flips over, climbs up his web strand until he's twenty feet above it all. He yells down.

Bone Saw:

Get down here now

Spidey lets go of his webbing, dropping twenty feet, straight down. He lands right on top of Bone Saw, who drops to the canvas beneath him, pinned. The Crowd freaks out. Flashbulbs pop. Spider-Man raises his arms, triumphant.

Announcer:

And our new champion is the Amazing Spider-Man!

Crowd:

Spider-man, Spider-man, Spider-man

Spidey:

Ahh... show biz.

At the administrative offices, upstairs at the arena. The promoter puts a single hundred dollar bill into Spider-Man's palm, he's counting his money, and Spidey looks at him,

Promoter:

What are you waiting for kid?

Spidey:

I'm waiting for the rest of my money. I was told that I was to win 3,000 bucks.

Promoter:

You were to win if you lasted 3 minutes. You won in two that's why I'm giving you that.

Spidey:

That's not fair and if it matters due to timing I should at least get 2,000 than.

Promoter:

Too bad

Spidey:

But I...

Promoter:

I missed the part where that's my problem

Spider-Man stares at him for a long moment, burning with rage, he wants to bust this guy right in the nose, he trembles, his hands curl into fists, he could put him right through the wall if he wanted to, but he turns and leaves instead. Clutching the lousy hundred dollar bill, muttering under his breath. his cellphone rings, its Uncle Ben, but he's so angry to answer so he ignores the call, then a blond man named Dennis Carredine shows up and puts his bag on the promoter table, he pulls his gun

Promoter:

What the?

Dennis:

Put the money in the bag

Peter is nearly to the elevator when he hears a shout from behind him. He turns. Silhouettes move violently in the frosted glass window in the door to the administrative offices. The Promoter's shadow is thrown violently to the floor, the door bangs open hard, shattering the glass, and Carradine races out with his bag,

Promoter:

Police! Catch that guy. He stole my money!

The elevator dings, its doors start to open, and the Thief takes off down the hallway toward it. The Cop gives chase, calling ahead to Spider-Man for stop him. Spider-Man looks up, at the Thief racing straight at him,

Cop:

Hey stop him!

He thinks, debates and takes a step back. The Thief races right past him and into the elevator.

Carradine:

Thanks

The doors close and he gets away. The Cop arrives, slams his fist on the elevator doors.

Cop:

What the hell is wrong with you kid?

The cop runs off as he radios for assistance, as the Promoter walks towards Peter.

Promoter:

Why did you let him go? You could have taken that guy. Now he's got my money.

Spidey:

I missed the part where this is my problem.

The promoter heads back to his office annoyed, Peter clicks the bottom so that the elevator can go up to him. Later that night, Peter is on the stop of a traffic post, still annoyed, stuck on his own thoughts, he looks at his phone, he just had a voice message from Ben, but he doesn't hear it as he lets himself to sleep for calm down. but as he sleeps, he hears the sirens of both a police car and Paramedics truck, the police and the truck passes under him, curious, he follows the two cars, then he sees an group of people looking at something, curious at what happened he passes thru the crowd and to his horror he sees Uncle Ben laying in the ground He lunges forward, but cops stop him, pulling him back. But then pushes the cop away.

Peter:

He's my uncle!

Peter falls to his knees next to Ben

Peter:

What happened?

Cop:

A Carjacker. We're on his trail right now

Peter checks on the pulse on Ben hand, there's none,

Peter:

Ben! ben! come dont do this to me! Ben! *Cries*

he's dead. but then his grief turns into pure anger, as he runs to an alley he takes out his clothes and changes into his Spider-Man costume he climbs the walls, rising higher and higher until we burst out over the roof's edge. He scans the horizon. Off to the west, he sees a cluster of police lights at the edge of the Hudson River. His right arm rises, almost instinctively, palm up and shots his webbing at a building, Spider-Man wraps his hands around it and leaps. Swinging out over the city, Spider-Man's left hand rises- THWIP! Another web strand rockets out into the night, the web-slinger shifts his weight to the second strand, abandoning the first, pulling himself back up in a graceful arc that rises toward a glass-front building right in front of him but instead of crashing through it, he shots another webbing to another building, At the Hudson River, a ring of police cars surround an abandoned factory. Uncle Ben's Chevy is crashed into a dumpster in front, the driver's door hanging open. Radios SQUAWK, COPS cluster around the barricades, planning how to go in and who has to do it. Behind and above them, a glistening dark figure swings through the night, right past them. Unseen. Inside the Factory is the carjacker is wondering what to do next,

Carjacker:

Don't come in. I'm warning you. I'm armed

But then the carjacker mutters to himself, obsessively checking his weapon to make sure it's loaded. He's terrified. Behind him, Spider-Man descends slowly, upside-down, from a web strand. He rotates, lands softly on his feet, looming behind the Carjacker. The Carjacker senses something and whirls around. Blasts a shot at Spider-Man. Sensing it, Spidey leaps onto the nearest wall. The Carjacker starts blasting at him, one shot after another, as Spidey leaps from wall to ceiling to wall to floor, just inches ahead of the bullets. Spider-Man does one particularly acrobatic leap and lands on top of the Carjacker's arm, kicking the gun free. It skitters across the cement floor as Spidey holds the guy up, curls a fist,

Spidey:

This is for the man you killed.

And punches the Carjacker in the jaw. The blow lifts the man right off his feet and sends him sailing into one of the unbroken windows, the carjacker gets up as Spider-Man grabs him the carjacker tells

Carjacker:

Please don't hurt me. Please don't hurt me. Just give me a chance!

Spidey:

DID YOU GIVE HIM A CHANCE!? THE MAN YOU KILLED?! DID YOU?! ANSWER ME!

One by one, the spotlights from outside swing around to frame the pair of combatants in the window. Suddenly, the Carjacker's face is revealed, its Dennis Carradine, the same man that Peter didn't stopped. Peter stares at him in shock at the realization. he releases him, the Carjacker looks down and its his gun, he grabs it, points it at Spider-Man as he laughs, he walks backwards, but he trips on a tube, he hits the window, shattering it as he falls down, screaming then we hear a SLAPT. Peter looks down, we see Dennis dead in the ground nearby the river. The police breaks into the factory, Spider-Man jumps on the roof as the police enters. On the Empire State building we see Peter on the very top of the building, mourning the death of his uncle as tears roll on his cheeks. Blaming himself for what happened. Later he returns home, May who just heard what happened hugs him as both mourn their loss, Peter enters his room. Feeling guilty and miserable after his uncle's death, listens to the last voice message his uncle had left him which says

Ben:

Peter, I know things have been difficult lately, and I'm sorry about that. I think I know what you're feeling.

But peter cut it's off before it continues, as he sobs.

Date: May 31, 2010

After his uncle's death, at school, Peter tries to keep his head down. Peter heads to his locker, Flash approaches him,

Flash:

Parker..

Peter:

Please don't bother me right now, Flash

Flash:

I just want to talk, Peter

he gives him a friendly pat on the back, suddenly Peter grabs Flash by the neck and holds him against the lockers,

Flash:

It feels better, right? Look, your uncle died. I'm sorry. I get it. I'm sorry.

Peter lets Flash go and begins crying

Flash:

Are you okay?

Peter nods his head, walks off and runs into Gwen, who was watching all this

Gwen:

Peter...

she hugs Peter, but he just walks away, after school is over, Peter is heading back home where he meets up with MJ.

MJ:

Peter, are you okay?

Peter:

I am

MJ:

I've been worried about you. Would you like it if I walked you home?

Peter:

I'm okay, I can go home alone

Then tears comes from his eyes and they hug. Later Peter heads back home alone, he sees Dr. Connors waiting for him outside his house,

Peter:

Mr. Connors?

Connors:

Peter. Good afternoon. Gwen told me about your uncle's death. I am so sorry. You have my condolences. He was a good hearted man.

Peter:

Thank you

Connors:

If you want, than perhaps you could go to work at the lab at a later date over the summer. You need some time to alone and to grieve. You're always welcomed at OSCORP though.

Peter:

Okay, thank you

Peter gets back into his house. Peter enters his room and he looks at the Spider-Man suit and remembers what his uncle said

Ben (flashback):

With Great Power, Comes Great Responsibility

Date: June 8, 2010

in New York City, we see some thugs running away as Spider-Man catches them.

Date: June 9, 2010

Spider-Man beats up some thugs that were surrounding a guy.

Date: June 10, 2010.

Spider-Man chases a convertible car and pulls out the carjackers and traps them in a lamp post.

Date: June 11, 2010.

Spider-Man catches some thug that are hurting a girl

Spidey:

Men don't hit good girls

Then he beats the crap of the thugs and

Spidey:

It's different when it comes to bad guys

Date: June 12, 2010.

In the police department

Cop:

Spider man was reported again

Stacy:

Got a description

Cop:

No. The guy or whatever he is wears a mask

Stacey:

A mask?

Cop:

Yeah and most of his victims are suspects, thugs, killers, thieves, they're calling him a vigilante.

Stacy:

he's not a vigilante but an anarchist.

They hear a noise and go to the front of police headquarters. They see some criminals trapped in a web. Spider man finishes making the web and then looks down. Stacy stares at this mysterious figure leaving the area, with a disapproving look

Date: June 20, 2010.

J. Jonah Jameson the publisher of the Daily Bugle looks at today print of his newspaper.

Jameson:

Who is Spiderman? I'll tell you who. He's a criminal, a public menace. Why is he in my paper?

Joe "Robbie" Robertson:

Spider-Man is a Hero, he saved 3 people from a fire

Jameson:

perhaps he did it, for fame, attention, it's only a matter of time before that Spider does more damage to this city. And why a mask? What's he got to hide? Regardless I don't want my paper to talk about this menace

Robbie:

We've sold out all copies of today's newspaper,

JJJ:

Sold Out?

Robbie:

Every copy

JJJ:

Spider-Man, page one, tomorrow! With a decent picture this time!

Robbie:

it's impossible most of our photographers have tried and failed to get a decent picture, even the new guy Eddie Brock, Jr failed. But he's trying.

JJJ:

If we can get a picture of Julia Roberts in a thong, we can certainly get a picture of this weirdo.

He looks at his window, he turns at Robbie

JJJ:

He doesn't want to be famous? Then I'll make him infamous!

As he swings, Spidey gets call, he lands on a building,

Peter:

Hello

May:

Peter can you pick us some organic eggs on your way home?

Peter:

Sure aunt May

Peter hangs up, leaps off a building and swings in a direction. later that night, a Man parks his car, he leaves the car, once he leaves, a car thief brakes into a car, as he's about to start the car, Spider-Man is on the back seats and interrupts him

Spidey:

Ahem, you know, in the future, if you're gonna steal cars, don't dress like a car thief, man.

Man:

You a cop?

Spidey:

Really? You seriously think I'm a cop? Cop in a skintight red and blue suit? You know, you're...you're...you got a mind of true scholar, sir.

Peter hits him in the face with his web-shooter, the man tries to escape the car, the man looks behind him as he leaves, Spidey is gone, he gets out of the car watching his surroundings, Spider-Man attacks him from behind and pins him down,

Spider-Man:

Incoming!

the man manages to get freed. Spidey webs him to a nearby wall.

Man:

Help!

Spidey shoots webbing on his mouth, then sirens are heard, a cop arrives on his bike

Spidey:

Hello Mr. Officer. Caught your car thief

Cop:

Put your hands in the air and tell me who you are.

Spidey:

Seriously?, No one seems to grasp the concept of the mask.

Peter moves towards the cop, the cop starts shooting at Peter, which Peter easily dodges and then grabs his gun.

Spidey:

Hey, i do eighty percent of your job! Huh? That's how you repay me?

Spidey tosses the gun aside, but then the rest of the police shows up, Spider-Man crawls a wall and makes a run for it, he runs in the street as the police chases him, he crawls to a truck, then he sees a bridge and shots his webs,

Spider-Man:

I've got no time to play around.

but gets in the way of the traffic as he hits various cars and trucks,

Spider-Man:

Ow ow ow ow ow ow ow!

but ultimately escapes. once the place is clear

Spider-Man:

Woo-hooo!

After Spidey escapes, Stacy comes to the other police officers

Stacey:

Thirty-eight of New York's finest, versus one guy in a unitard. Am I correct?"

Later Peter turns up late at home, wearing a hoodie and finds his aunt waiting up for him

May:

Peter where were you?

Peter:

Out

May:

Did you get the eggs?

Peter:

I'm sorry I completely forgot. I'll get them now.

May:

Not at this hour

Peter turns away from his aunt

May:

Peter look at me. Remove that darn hood and look at me

Peter does and she sees how bruised he, much to her horror.

May:

What happened? Who did this?

Peter:

IT's nothing to worry about aunt May

May:

Peter tell me this instant who did this

Peter:

It's nothing, just head to bed

May:

I can't sleep!

There's a moment of silence.

May:

Fine don't tell me but know this. Secrets have a cost. They're not free. Not now, not ever

Date: June 21, 2010.

At the DB, JJJ is angry that they still havent gotten an decent pictture of Spider-Man, he have gathered his staff into his office.

JJJ:

Can anyone explain to me as to how the hell we still aren't able to get a decent picture of Spider-man?

No one answers.

JJJ:

last night Spider-Man caused some major property damage on various cars.

Robbie:

that's over exaggerated, the eyewitness states that he didn't did major damage.

JJJ:

he was running from the police, he's obviously up to no good.

Robbie:

We don't know the full events, perhaps it was a misunderstanding,

JJJ:

I don't care. He's a menace.

Robbie:

Fine that's your opinion. Just be careful not to go overboard with it before it bites us in the butt

JJJ:

Humph. Now, tell me why all of our employees failed to get me a decent picture of Spider-man?

Robbie:

He does swing high up and he's too fast for us.

Hoffman:

We could put in an ad for a free-lancer that's capable of taking pictures of spider-man.

JJJ:

That's a horrible idea Hoffman... Wait I have a better idea. A large ad free-lancer that's capable of taking pictures of Spider-man

Hoffman:

Sir I just…. Never mind. Good idea sir.

JJJ:

Better be. I thought of it, its not often i get brillant ideas like this.

Date: June 22, 2010.

After School is done, Peter walks towards Gwen.

Peter:

Hey Gwen

Gwen ignores him as she's stuck in her own thoughts,

Peter:

Gwen you okay?

Peter gets in front of Gwen

Peter:

Are you mad at me?

Gwen moves past Peter without even looking at him. Gwen doesn't answer him, Peter stays silent and walks away. on his way home he see's an ad on a post.

Peter (Reading):

requesting pictures of Spider-Man from the Daily Bugle?, Offering to pay for each photo of Spider-man.

Peter smiles.

Date: June 23, 2010.

Some robbers are escaping thru an alley after they escape from a bank, but then Spider-Man shots a web on the leader's face, then he comes down and beats the crap out of the robbers, as his camera he set up in the wall takes a picture, then a second one and lastly a third one, before the third picture is taken, Spidey looks at his cam

Spidey:

Cheese!

Date: June 24, 2010.

JJJ is checking Peter pictures of Spider-Man, he looks a Peter. He looks at the pictures again

JJJ:

They're crap. Crap, crap, megacrap, I want them. How did you get such good photos?

Peter:

If I tell you that, you'll send your own photographer next time. I want a job.

JJJ:

No jobs! Free-lance, Perky, best thing in the world for a man your age, don't get tied down! I'll give you a hundred bucks for the lot.

Peter (surprised):

a hundred?

JJJ:

Deal

Peter:

I want 500

JJJ:

200

Peter: 400

JJJ:

That's a lot, Deal. Hoffman give Peter a check for 400, better give him a check for 300 bucks.

After given his check, Peter gets out of JJJ office, where he meets with the secretary of his new boss, Betty Brant.

Betty:

Are you the new guy?

Peter:

Yes

Betty:

Welcome to the team. I hope you enjoy your new job

Peter:

Thanks.

As he turns to leave the building, he bumps into Eddie Brock. Jr.

Peter:

Sorry

Eddie:

So you are the new guy who is taking pictures of the Web-Head,

Peter:

yeah

Eddie:

I wish you luck taking pictures of him, but enjoy those last moments, soon I will be the main photographer of the webhead.

Eddie walks away, Peter turns to look at him, and he got a bad vibe of that guy.

Date: June 26, 2010.

At the Oscorp Building, Osborn gets a call from Fiers,

Fiers:

I got a test subject for the exo suit, Aleksei Sytsevich.

Date: June 27, 2010.

Peter is walking towards his home

Peter:

Summer starts tomorrow. It'll be the first summer without Uncle Ben. *Sighs sadly*

Peter enters his house and see's Gwen sleeping on the couch, seems like she's been crying as he can see lines of water over her cheeks, Aunt May shows up.

Peter:

what happened to her?

May:

Gwen is passing thru a difficult time her mother is abandoning her and her father. I don't know why but that's all what Gwen said when she came in

Peter sadly stares at her.

May:

Just let her rest. I already called her father and he knows that she's here.

Peter:

Okay

Peter goes to visit MJ, on her garage.

Peter:

Gwen told my aunt that her mother is abandoning her and her father.

MJ:

Oh, wow

Peter:

yeah I know

MJ:

IS she at your home now? Is she sleeping there?

Peter:

It wasn't my idea but yes.

MJ:

*sadly sighs*

Peter:

Are you okay?

MJ:

Yes it's just…

Then they hear police sirens, approching the area. Peter looks at MJ

Peter:

Well gotta go, Job calling... see you later

Date: June 28, 2010.

Spider-Man is swinging by the Big Apple, chasing a couple of thiefs, who make it to an alley he lands in front of them.

Spider-Man:

Right now i normally make a joke, but i have nothing right now, so i'll just send you both at jail.

After he beats them up. Spider-Man picks the bags, Eddie Brock appears behind him in the alley and takes a picture of it

Eddie:

I'll be a better photographer than Parker.

Date: June 29, 2010.

Spider-Man shoots his web at a newsstand and grabs a copy of the Daily Bugle, while he pulls down a dollar for the seller, he looks at the headline, which reads. To his surprise it

Spider-man:

SPIDER-MAN ROBS BANK?, Picture taken by Eddie Brock? This is not helping.

He tosses the newspaper away and swings away.

Peter:

Man JJJ doesn't even give me a break

Peter returns home and turns on the television. He turns on the Kraven the Hunter reality show, where we see Sergei Kravinoff, Kraven the Hunter is currently at Australia when he makes an announcement for the future of his show,

Kraven:

the next episode will broadcast live from America, on the Big Apple. New York City.

Peter:

Huh, wonder why he's coming.

Date: June 30, 2010.

At an Oscorp Vault, Osborn is waiting for Aleksei Sytsevich, the men sent by Fiers are dragging a blindfolded man, and they remove the towel off Aleksei eyes,

Aleksei:

Where am I?

Osborn:

Mr. Sytsevich welcome to Oscorp's Vault.

Aleksei:

Why am I here?

Osborn:

You've been chosen to test out a new exo suit that will enhance your strength to that of a rhino

Aleksei:

What's in it for me?

Osborn:

a chance in freedom, you see I'm fully aware of your problems with the law so if you test out this suit I will personally erase your criminal records and give you protection, you won't be able to worry anymore.

One of the man drags Aleskei to where the suit is held, one of the men walks towars Osborn.

The second man:

it's true what you told him?.

Osborn:

Of course not. It would be a waste of time because he'd go on a crime spree anyway.

Second man:

True. So how's the search to save your life?

Osborn:

I found a possible substitute if the other attempts fail. We're already working on the OZ formula.

Second man:

OZ formula?

Osborn:

I overlooked a file that Fiers sent me, it's an attempt in recreating of the Super Soldier serum from the 40s, he sent it to me some time ago, but I overlooked it, till now.

Second Man:

How is the suit?

Osborn:

it's doing well. After I found the OZ formula I got the idea to decorate the suit to look like the costume of the only known successful Super Soldier,

Second man:

Rogers?

Osborn:

Yes, Steve Rogers, Captain America.

Now they head to check on Aleksei, as they walk to check on Aleksei, the man sees the green infection on Osborn neck as result of his illness, disgusted. When all is set, Aleksei tests the suit, he breaks the glass of the place where the suit was contained, and he loves it.

Aleksei:

This is great

Man 2:

Impressive. Fiers will be pleased.

Osborn:

He'll make an excellent henchman for missions. Wouldn't you agree Mr. Sytsevich?

Aleksei:

Maybe but I'd decided. Screw the deal. With this I will have my own freedom without the need of you, Osborn. With this suit, I have all the protection I need

He knocks the men down. As Osborn hides. Rhino escapes from the Vault. On the airport, Kraven arrives to America as he's being interviewed.

Man:

What brings you here?

Kraven:

I'm here to hunt a one of a kind species, I'm going to hunt Spider-Man

Man:

What will you do once you have the webhead?

Kraven:

I'll kill him with my own hands

Peter is at the Daily Bugle watching the news report from Kraven, alongside the other staff members

Robbie:

Spider-Man is not doing any bad. He's not bad, he doesn't deserve this.

They keep watching the news report

Reporter:

Kraven why Spider-Man,

Kraven:

It's my calling in life, a series of challenges and this is the next great challenge,

Reporter:

Kraven have you already heard of the bad publicity about the Webhead about his crimes, wouldn't it be it be much easier to leave Spider-Man to the authorities and leave him out of your games,

Kraven:

Games? I'm not playing games. If anything, by hunting Spider-Man I will help bring down a wanted man, an evil man, a man that doesn't deserve to live in this planet.

Robbie and Peter are annoyed.

Robbie:

This is absolutely disgusting

Peter:

Agreed

they keeping watching the news.

Reporter:

This just in. a mad man in a Rhino exo suit, is causing havoc all over the city, injuries a lot of innocent bystanders at Harlem.

Robbie turns to look at Peter, but Peter is gone. At Harlem, Rhino is causing havoc as he trashes a Car, he's about to hurt a bystander, but then he hears a voice

Spider-Man:

You know it's bad to hurt people

Rhino:

Who are you?

Spider-man:

How come you never heard of me? I am pretty known here, not in a good way anyway.

Rhino:

*roars*

Rhino attempts to run over Spider-Man, meanwhile as Kraven is walking out of the airport. as a unknown person approches him.

Person:

Kraven, Spider-Man was sighted at Harlem

Kraven:

Thanks for informing me.

Back at Harlem Spider-Man attempts to punch Rhino, but his armor is hard as a rock, he feels a lot of pain, as Rhino knocks him aside. Spider-Man rolls in the ground, Rhino tries to step on him, but Spider-Man dodges.

Spider-Man:

You know I'm positive you belong in a zoo. That's where Rhino's belong after all.

Rhino grabs a car he trashed and tosses it at Spidey grabs it with his webbing, he does the web rodeo, as this happens, Eddie Brock takes a picture. Spider-Man tosses the car at Rhino, Knocking him, Rhino tries to get up as Spidey grabs a lamp post and strikes him with it. Before Rhino have the chance to get up, Spider-Man webs him with lots of webbing to make sure he doesn't get away easily. He then rips a wire off the costume, deactivating it, various people starts clapping, a news reporter recording the event live states that Spider-Man subdued the Rhino

Reporter:

it looks like Spider-Man is hurt, I will try to talk to the webhead

But before he cans, they see some approaching, it's Kraven the Hunter.

Kraven:

Spider-Man

Spidey then looks at Rhino

Spidey:

That guy knows me, how come you don't?

Kraven:

your battle with the Rhino is done, it's our battle now!

Spider-Man:

whatever dude. you are just a Reality tv star. Can you help me with the injured people over here?

Kraven:

We will battle

Spider-Man:

No there's many innocent people here injured and they need help.

Kraven growls and charges at him

Spider-Man:

Are you kidding me?!

Kraven jumps at him, but Spider-Man dodges,

Spidey:

Dude I'm not in the mood. Dude, call it out

Kraven tries to punch him, but Spidey dodges.

Spidey:

Dude, what's wrong with you,

Kraven tries to punch again, but Spidey grabs his arm and then he punches him hard knocking him out. But as Spider-Man tries to breath for a while. Kraven recovers and attacks him from behind, Kraven grabs a gun, and Spider-Man knows this is bad, Kraven tries to shot. Spider-Man dodges, Kraven then launches a knife. Spider-Man dodges it. Spider-Man jumps and grabs him and punches him

Spidey:

That is enough

Kraven:

I won't be defeated that easily. Not by my prey. I am the hunter. The hunter does not become the hunted.

He grabs Spider-Man in the head and tosses him aside. Kraven walks to him, he grabs another knife, Spider-Man looks at Kraven, he webs his hand with the knife, and he punches him down and webs him into the ground,

Spidey:

It seems the hunter was hunted.

Then sirens are heard, it's the police,

Police:

Spider-man give yourself up for all the damage you have caused.

Spider-man:

Seriously?!

Police:

Put your hands in the air

He does. But shots webbing and gets away. The police men walks towards Kraven and Rhino. As nobody looks, Spidey takes his camera off from a nearby lamp post. At the Daily Bugle, Eddie arrives to the building as he flirts with Betty

Eddie:

Hey sweet thing. Is JJJ HERE?

Betty (Annoyed):

Yes now get out of my face

Eddie meets with JJJ

Eddie:

Hey Boss, i got something for you

He gives him his pictures of Spider-Man to JJJ, Peter arrives too with his pictures.

JJJ:

Eddie, your pics are better

Eddie grins at Parker.

JJJ:

Tomorrow Headlines; Spider-Man helps Rhino and Crazy Hunter Destroy Harlem

Peter:

Now hold on a minute. Spider-Man was helping people and the Hunter attacked Spider-Man for no reason.

JJJ:

I doubt it. Pictures say more than words

Peter is annoyed. Peter is walking back home as he grumbles, as he approaches home, he hears some sobbing. It's Gwen nearby his trash cans,

Peter:

Gwen what's wrong

Gwen:

It's nothing

Peter:

Is it about your mother?

Gwen:

How do you know?

Peter:

My aunt told me, I didn't speak to you about it before because I didn't want to bug you with something regarding personal issues

Gwen still sobs

Gwen:

she's left. and days earlier I heard her talking to her friends in the phone stating that she hates her life, her exact words were "My life in this house sickens me, I hate the people she's stuck with"

Gwen resumes sobbing over the thought that her mother hates her. Peter tries to bring her to her feet's but her refuses. Peter lets her,

Peter:

I know what you're going through but my situation is similar but a bit worse. Both my father and mother abandoned me, just in few months it will mark 10 years since they abandoned him, I hoped they would've return, they never did. So I do know what you're going through

Gwen gets up and hugs him as she continues to cry, meanwhile at MJ house she watches them hug as Gwen cries, MJ sadly sighs.

Date: July 1, 2010.

Osborn gets a call from Fiers,

Fiers:

This is not what I had planned

Osborn:

I'm disappointed about the incident with Aleski too.

Fiers:

Who is this Spider-Man? Is he a cross-species Oscorp is trying to develop?

Osborn:

I don't know. It's possible but I'm not sure how. All cross species experiments with the spiders failed unless one of them escaped without us knowing it.

Fiers then hangs up, then Osborn looks at his arm his infection is now under his elbows. Osborn looks at a newspaper article about Spider-Man

Date: July 16, 2010.

Peter visits Oscorp, and meets up with Connors in the hallway.

Curt Connors:

Peter thanks for coming and welcome to Oscorp

Peter:

Thanks. I'm happy to be here

Connors:

So how is Gwen doing?

Peter:

Uhhhhhh...

Connors

I heard about the things going on with Gwen. I briefly spoke to her about it

Peter:

She's sort of getting over it

Connors:

it's unfortunate that the poor girl had to go thru this

Peter:

yeah.

Connors:

Well on with the tour. Shall we?

Connors gives him a tour to the building. Meanwhile On Osborn office, Osborn is still thinking about Spider-Man.

Osborn:

I wonder if perhaps somebody on Oscorp was able to mix his DNA with a Spider. Security, bring me a DVD copy of the security camera of the Spider's chambers.

As Connors and Peter continues with the tour, Peter notices an old piece of equipment in the lab

Peter:

That piece of equipment. I've seen it

Connors:

it's the Ganali Device.

Peter:

I once saw a picture of it as a kid in my dad's office

Connors:

The idea was so simple, you load it with an antigen, and it creates a cloud which can be dispersed over a neighborhood, even an entire city. Theoretically you could cure Polio in an afternoon.

Peter:

incredible,

Connors:

Yes, Well, others disagreed. You know, what if the device were loaded with a toxin? What if you wanted to opt out? You can't run away from a cloud after all, so here it lies, gathering dust.

On Connors lab. He shows the hologram of a Lizard to Peter

Connors:

What you see here is a computer model of lizard. Many of these wonderful creatures are so brilliantly adaptive that they can regenerate entire limbs at will. You can imagine my envy. We're trying to harness this capability in transferring into our host subject, Freddie, the three legged mouse. now i want you to help to perfect the formula and see if it works

A hologram of the Rat shows up. Back at Osborn office, Osborn receives the DVD copy, he inserts it on his computer, he see's Peter entering the chambers,

Osborn:

Who let that kid in?

But there's nothing, he just see's Peter being covered on spiders, but not bitten. before he leaves the lab

Osborn:

No sign of being bit or taking a spider, but that kid and Spider-Man must be tied. I can feel it. Although, that kid looks familiar, somehow.

After several failed attempts for the mouse to regrow a limb

Computer:

regeneration has been successful and the mouse has regrown a limb

Connors smiles.

Connors:

thanks Peter.

They inject the serum on the actual rat. as Peter holds the rat and Connors injects it.

Connors:

I am going to going keep under supervision for few months and see what happens to it.

Peter:

Hope it all goes well.

Peter puts the Rat back into its cage.

Peter:

I think i need to go now. see you later Dr. Connors

As Peter leaves Oscorp, he bumps into Norman Osborn, as Peter leaves, Osborn turns to look at him. It's the same kid from the security camera footage.

Date: July 19, 2010.

Spider-Man is catching some robbers, as he puts them in a lamp post as some nearby bystanders look at him glaring.

Bystanders:

Boo

Bystanders start throwing stuff at him

Spider-Man:

What the heck

He leaves the robbers in the lamp post and swings away. Later that day in a restaurant, Peter sends some new images of Spider-Man to JJJ thru email, he tells him to consider Spider-Man a Hero, he's not doing any harm, he's trying to help the innocent, he sends the mail, only for receive an email of JJJ saying WRONG!, he turns off his laptop, not bothering to read the mail. MJ shows up and meets up with Peter,

MJ:

Hi Peter. What are you doing?

Peter:

in case you're not up to date, Spider-Man is hated, despite the good I try to bring,

MJ:

Not everyone hates you. I saw the news report of when you fought that Rhino Guy and the Hunter many of the bystanders clapped.

Peter:

I'm aware but not everyone still likes me. Just early today I got booed.

MJ:

Don't let it affect you. Most of them are just jealous.

Peter:

Maybe

MJ:

There's no maybe about it. Some of us would kill just to have what you have. As for the police. They're jealous because you're making them look bad.

Peter:

That isn't my intention

MJ:

They don't know that. You certainly do a hell of a better job than the police.

Peter:

*chuckles* True

The two pause.

MJ:

What how about we go for ice cream later

Peter:

I can't. I got an assignment for the Daily Bugle,

MJ:

tomorrow then,

Peter:

I'm hanging out with Gwen,

MJ:

the day after tomorrow,

Peter:

I have to help my Aunt on welcoming the Morales family to their neighbourgh.

MJ:

*frustrated sigh* We haven't been able to spend time together like we used before.

Peter:

I know, but things change, as we get older, we more busy with responsibilities. maybe some other time.

MJ:

Okay...*sigh*

Date: August 2, 2010.

MJ is in the park nearby the ice cream stand and calls for Peter. Peter doesn't answer so she leaves a message on his voice mail.

MJ:

Yeah, just seeing if you were on your way, bye

MJ sighs as she hangs up.

MJ:

Wonder where you went off to now

Then we see Spider-Man on the front of a truck

Spiderman:

Slow down

He crawls up to the driver seat

Spidey:

Failing to pull over. Deduction. Speeding. Deduction. Pissing me off. Deduction!

Robber:

Shut up

The robber tries to punch Spider-Man, he dodges

Spidey:

rule number 1 of driving a truck full of money is to pay attention to your path.

The truck is about to hit a lamp post, Spidey jumps off the truck, as the truck crashes.

Spider-Man:

That is exactly what I'm talking about

Spider-Man heads back to the truck and webs up the robber's eye

Spider-Man:

And this is how it's done

He webs up the robber on the seat and leaves him to the police. Peter goes to get his camera. And heads to the Bugle. MJ is still waiting for Peter, until she realizes that he's not coming, she's disappointed. She gets and turns to leave. She then sees an ad from the Daily Bugle, which is for people that longs to be journalist, she wanted to be a journalist, the ad states that thru this, young people can be trained and practice on how to be a good journalist. They can sign for this strating August 4, 2010. Meanwhile on the Bugle, Peter gives JJJ his pictures, which is a shot of Spider-Man swinging towards the truck,

JJJ:

Good shot. I heard about that by the way. Most likely spider-man robbing another truck.

Peter:

He didn't

JJJ:

Don't contradict me, Parker. now get take your money and get out

JJJ pays Peter. Peter sighs, takes the money and leaves. Later that night, he walks into the streets and bumps with MJ, who is upset at him.

Peter:

MJ

MJ:

Buzz off.

Peter:

Why? What did I do?

MJ:

You know why.

Peter facepalms.

Peter:

I'm sorry I completely forgot.

MJ:

Yeah sure...

Peter:

No really I am. I really wanted to hang out with you. It's just I got caught up.

MJ:

I think we'll be safe if you go one day without catching robbers Peter. Is that too much to ask.

Peter:

Again I'm so sorry.

MJ:

Like I said, yeah sure

MJ storms off and leaves Peter alone.

Date: August 3, 2010.

that night, we see a man running in an alley as the cops chases him, he hides very well and escapes from the police, he looks up at an fire escape ladders from an apartment building, he climbs up and enters the room of a little girl, he looks at the girl, its his daughter. the man named Flint Marko, he kisses her on the front head as he puts some mail he was not able to send her, he goes to the kitchen as he grabs from bread to take, only to be caught by his wife,

Emma Marko:

Flint why are you here?

Flint:

To see my daughter, Emma

Emma:

You're a fugitive. You actually killed a man.

Flint:

It was an accident. I didn't mean to do it

Then their daughter appears. Flint looks at her and he walks towards her

Daughter:

Daddy

Flint:

Hey sweetie. I promise I will do everything i can for find a way to cure you

Daughter:

Okay. Love you daddy. Made something for you.

Flint's daughter gives her dad a locket that has a picture of herself in it.

Flint:

Thanks. I love you too.

Emma:

Get out...

Flint relucantly agrees and heads over to the window. He opens the window and looks back at his family.

Flint:

I'm not a bad person. I just have a lot of bad luck.

Flint then leaves through the window

Date: August 4, 2010.

MJ returns home after she signs for the DB Journalist Program

MJ:

Dad, I got accepted into a program at the Daily Bugle

Mr. Watson:

Why?

MJ:

Because it's something I always want, i'd like to be a journalist.

Mr. Watson:

It's a waste of time and another excuse to whore yourself out.

MJ:

No it's not. It's good money.

Mr. Watson:

It's a waste of your life. You should find a rich husband and settle down to be a good house wife then to whore yourself out.

MJ:

You know what? That's it. I'm out of here

Mr. Watson:

Good, run away that's what they all do.

MJ runs out of her house. Later that night, Peter decides to speak to MJ. He knocks the door of her house, but her dad opens the door,

Mr. Watson:

What do you want freak?

Peter:

I want to speak with MJ, is she home?

Mr. Watson:

No I thought she was with you.

Peter:

If she was with me I wouldn't be here asking for her.

Mr. Watson:

She's missing? Tell me where she is now freak

Peter:

Do I have to repeat myself?

Mr. Watson:

Don't get smart with me

Peter:

If I knew where she was, I wouldn't be here. Do you know where she went?

Mr. Watson:

If she's not with you then she's probably whoring herself out.

Peter suppresses a growl of disgust and tightens his hands into fists.

Peter:

I'll go look for her. I doubt you will.

Mr. Watson:

It would be a waste of my time.

Peter quickly leaves. Spider-Man lands on an abandoned warehouse. and he thinks to himself

Spider-Man:

Where she can be!, i've searched every place in Queens, she cant be that far. if she's not here, i'll freak out

Then he eventually finds her at the warehouse. Sleeping. He lands next to hear, he accidentaly wakes her up and she screams, but calms down when she sees its Peter.

MJ:

Peter what are you doing here

Spider-Man:

I got worried about you when I found out you were missing. Why did you run away from home?

MJ:

I can't handle it anymore. I can't stand my father. I had to get out.

Peter:

Where were you going to?

MJ:

I don't know I just ran away without knowing where to go. I came here and simply dozed out, i am lucky no stranger came here.

Peter:

We have to get you home.

MJ:

No I'm tired of my dad. He's such a miserable and sad man and instead of doing anything about it, he tries to make sure that everyone around him is pathetic like he is, every time I try to speak to him and share with him some stuff he shoots me down, he just shoots me quiet, every time, he's never proud of me, he never ever in his life ever said I love you" to me, never. He simply tries to make sure I'm not happy. Your Aunt tries to make sure you're well and happy. But that's not the case in my life. My father hates me for life.

Then MJ breaks down

MJ:

I wish it was like my child hood. I was happier. I miss my mother so much, she was the only one that protected me from my dad. But she's dead. I'm stuck with that monster

Peter:

What about your sister Gayle

MJ:

Don't remind me of my sister, ever since our mother died our relationship was strained and now she's at collage and haven't spoken to her ever since, I have nobody!

Peter:

Yes you do. You have me

They hug and she keeps sobbing.

MJ:

I'll probably be grounded for life once I get home

Date: September 6, 2010.

Peter is walking thru the streets, as his phone rings, its Gwen Stacy, he's surprised to see her call him.

Peter:

Hey Gwen

Gwen:

Hey Peter, i was wondering if would you like to come to my house tonight? My dad wants to meet you

Peter:

Sure. Can I bring MJ too? She's been going through some issues, she may need her friends for support.

Gwen:

Sure. The more the merrier

Peter:

Great. I'll be there. I just have some things to do first

at MJ garage, we see her father looking at her daughter motorcycle, then he's caught off guard by webbing and he's left hanging in the top of the garage,

Greg:

What the?

Spider-Man:

Aw if it isn't the pathetic excuse of a man who likes to pick on little girls.

Greg:

Let me go freak!

Spider-Man:

Actually I find you to be more of a freak. I think it's time you had a time out. Sit there like a good boy and think about what you've done. And I mean think long and hard on how you can be a better person because it'll be a few hours until my webbing dissolves, listen to me Mr. Watson, treat your daughter well, she's an amazing girl and you dont know how lucky you are by having a daughter like her, so if you being mean to her, i'll know it when it happens and i will not be Mr. Nice with you!

Later that day, Peter and MJ arrive at the apartment building, where they meet with the doorman.

Doorman:

You may pass ma'am.

MJ nods and goes in. but the doorman stops Peter.

Peter:

I'm with her.

Doorman:

That may be but I can't let you in unless you show me what's in the backpack.

Peter cant, because he left his Spider-Man suit inside the backpack for emergency reasons

Peter:

I'm sorry but it's private

Doorman:

Then I'm sorry I can't let you in.

Mj turns to look at him.

MJ:

Peter?

Peter:

Don't worry about it. Just go on up MJ

MJ:

Okay

MJ heads up. Peter goes to the alley of the building

Peter:

I wonder why i didnt wore the suit under my normal clothes,

he looks up at the building and crawls up, Peter then lands on the emergency ladders next to Gwen bedroom, Gwen is studying, as he knocks on the window, she looks at the window and smiles, she opens the window and lets him in.

Gwen:

How did you get there?

Peter:

I used the fire escape

Gwen:

Peter this is a 20 story building

Peter:

I know. Too bad there wasn't a few more stories to it.

Gwen gives him a surprised look

Gwen:

How come you didn't use the door?

Peter:

Door man wouldn't let me in unless I show him my bag and it's a little private.

Gwen:

Yeah he gets like that.

George Stacy enters her Gwen room.

Stacey:

Gwen your friend is here

Then he see's Peter.

Stacey:

Mr. Parker is assume.

Peter:

Peter

Stacey:

George Stacy, nice to meet you Mr. Parker.

They shake hands. Later that day they're eating dinner.

George:

So MJ to tell me about yourself.

MJ:

I'm from Queens and I'm hoping to be a journalist

George:

Good luck with that. What about you Peter?

Gwen:

he lives with his Aunt at Queens

Peter:

Yeah and i am freelance photographer forthe Daily Bugle, mainly taking pictures of Spider-Man,

George:

I saw those pictures, they're good.

Peter smiles

George:

good evidence of that he's not to be trusted

Peter stops smiling

Peter:

the pictures are mainly taken out of context, it's my boss who comes up with the fake headlines,

George:

I doubt that. He's dangerous

Peter:

No he's not. I've seen him in action multiple times. He's doing well for people. He even saved the city from that Rhino guy, he caught multiple robbers, carjackers and such

George:

Most people are wrong. for example the carjarker he captured June 12, If I wanted that guy in jail, he would be in jail now. The car thief was leading us police to the people that runs an entire operation, it was a strategy, did you heard that?

Peter:

Maybe Spider-Man didn't know you had a plan,

George:

Do you know more about him? Something that I don't know yet? Which side are you on?

Peter:

I'm on no one's side. I've only seen Spider-Man doing good for Manhattan.

Gwen:

Okay gentlemen how about we stop talking before this gets into a full blown argument.

Peter:

Spidey just wants to protect people. If he was actually a criminal than wouldn't there be a few things stolen here and there?

George:

He's lulling people into a full sense of security.

Gwen:

Enough both of you. Peter, let's go hang out a bit.

Peter:

Okay. Sorry Mr. Stacey if I insulted you. It wasn't my intention

George:

It's fine. We all have our opinions. Nothing wrong with that

Peter and Gwen leave, MJ is left alone with Cap Stacy, theres an bit of an akward silence.

MJ:

Mr. Stacey, what's it like to be a Police officer?

On the roof of the building, Gwen and Peter stay there for the meantime.

Gwen:

Well, that was something.

Peter:

I thought your father was going to arrest me there for a minute

Gwen:

I would've not allowed that,

She then notices some bruises on his face

Gwen:

What happened to your face?

Peter:

Well it's complicated. I'm….

Gwen:

You can tell me

Peter tries to tell her that he's Spider-Man, but he can't bring himself to do so. He just sighs

Peter:

I can't.

Gwen:

Peter what is it? What are you trying to tell me?

Peter:

I can't. I can't find the right words

Gwen:

*sighs*

Gwen frustrated, turns and starts to walk off but Peter stops her with his webbing and pulls her into his arms and as Gwen realizes who he is

Gwen: Oh my, you're... you're Spider-Man?

Peter kisses her. As this happen, MJ comes to the roof for hang up with them, but she's left in shock watching them, they look at her and they stop kissing.

MJ:

this is awkward...

Date: September 8, 2010.

Spider-Man is swinging on New York, talking to himself. He's now heading to the Bugle to leave his new set of Spider-Man pictures. When he enters the building. He notices JJJ talking with Cap Stacy about Spider-Man and how he presents a threat to NYC.

George:

Spider-man is a threat to the city and needs to be dealt with

JJJ:

I agree. That's what I've been posting in all of my papers

George:

I know. I read them but we need to take action. Some people support him.

JJJ:

Most of those supporters are idiots

George:

There not idiots. Just misguided. If you were to find a way to get the whole city against Spider-man then we'll be able to catch him. But instead of these debatable photos try getting a photo of him actually committing a crime

JJJ:

I'll see what I can do

Peter sees Gwen Stacy in the building, waiting for her dad to finish talking with JJJ,

Peter:

Hey Gwen

Gwen:

Hey Peter

She embraces him and Peter and Gwen kiss

Employees:

"ohhhhhhhhh".

When Cap Stacy is done talking with JJJ, he turns to leave.

Gwen:

Dad wait for me outside. I want to speak with Peter

George:

Sure

George heads outside

Gwen:

Dad started a hotline.

Peter:

Nice...

Gwen:

I hate what they're doing to you.

Peter:

I do too.

Gwen:

Tonight though, if there's no emergencies, can we go for a swing?

Peter:

That actually sounds fun. We'll see

The two kiss. Gwen turns to leave, but she bumps on Eddie Brock.

Eddie:

Well now what a lovely babe like you doing around here?

Peter tightens his fists. Gwen stomps on Eddie's foot.

Eddie:

OW!

Peter *smiles*:

That's my girl

JJJ:

Brock I pay you to get me photos not to flirt. Now both of you in my office

The two photographers hand their photos of the webslinger of Spider-Man,

JJJ:

I will consider which ones to use later today, but I want one of them to take a picture of Spider-Man caught with his hands on the air, for prove once and for all that he's a menace, I will give one of you a staff job if you get pictures of Spider-Man committing a crime, caught in the act.

The duo leaves JJJ office.

Peter:

You don't have a chance of getting that kind of photo

Brock:

We'll see about that

Date: September 9, 2010.

At Cap Stacy office, an officer walks towards him.

Officer:

The second suspect on the Parker murder has been found and we're after him. He's in Queens

Somewhere at Queens we see Flint Marko being chased by the police, he jumps and crawls on an wall which says "OSCORP Experimental Particle Accelerator",

Police:

DONT GO THERE!

as he escapes he falls on the accelerator.

Police:

Where did he go?

Inside a lab

Scientist:

There's a change in the silicone mass.

Scientist 2:

Yeah, it's probably just a bird. it will fly off when we activate this.

the OSCORP scientist activates the machine, it lights up as Marko looks up at the device, it spins around him, Marko tries to escape, but he its the rotating device, Marko is unable to escape, a grain of sand enters within his system, as he dissolves

Marko:

AHHHH! NO! NOOOOOOOOOOOOO!

He dissolves nto nothingness. as the police arrive to take him, they look down at the machine, but Marko is gone. Back at Peter house, he looks at his father stuff, today marks 10 years since they've left,

Peter:

Why did you abandon me?

September 10, 2010. Peter and Gwen are in Central park, where he shows her the spider that bit him, which he have inside a bottle.

Gwen:

That is a cool spider. So who else knows about you?

Peter:

Just you and MJ. So I've been meaning to ask. Do you believe your father about what he says about me?

Gwen:

I don't.

Peter:

That's a relief. I was kind of worried

Gwen:

Yeah, some people would be mean enough to turn you in but I'm not.

As she speaks, a black goo with a little tracking device, emerges from the sewers, it heads to central park, where it attaches itself to Peter shoes. Meanwhile at the Experimental Particle Accelerator, we see the grains of sand moving, the sand begins to join together as they start to form a human body, the body collapses, but then it reforms again, and Marko gets up, now as a sandman. he looks at his arms, then he looks at his body he's now a sandman, he puts his hands over his head trying to process his current situation, then he looks at the locket his daughter gave him, he tries to grab it but his hand dissolves, he regenerates his hand and is able to grab it, he looks at her picture, then gaining more motivation, he gets up and walks away as he slowly reverts back to his original form. once Peter returns to his bedroom, he throws himself to the bed to rest, the symbiote lets go of Peter as it hides from him.

Date: September 12, 2010

Flint Marko is walking thru the streets, as a couple of polices see's him

Police 1:

Wait is that?

Police 2:

STOP!

Marko tries to escape, he hides on truck that is transporting sand, the police goes up to investigate, one grabs a shovel. then eh see's something moving in the sand, before he can use the shovel, he's knocked off by a giant hand made of sand, but then Marko turns into an giant Sandman, the police shoots at him, but the bullets are useless against him, he turns into a wind of sand and escapes. Meanwhile Spider-Man is hanging on the still under construction Stark Tower as he speaks to Gwen in his cellphone.

Gwen:

So what are you doing?

Peter:

Oh you know me. Just hanging around.

Gwen:

So nothing exciting yet?

Peter:

Not yet. I might just patrol elsewhere for a while.

Gwen:

Now you sound like my dad when he's on duty and bored

Peter shrugs then his Spider senses tingles, then he sees a wind of sand heading somewhere,

Peter:

Gwen I got to go. Looks like a party is about to begin.

Gwen:

K bye

Peter hangs up, later Marko strikes an bank truck, he covers the drivers with sand and he tries to steal the money. Spider-Man lands enters thru a giant hole sandman did.

Spider-Man:

Whatsup.

Sandman:

Spider-Man?

Spider-Man:

How's its going?

Sandman:

I don't want to hurt you. Leave now.

Spider-Man

*chuckles*: I guess you haven't heard. I'm the sheriff around these parts!

but Spider-Man interrupts him, he punches him in the stomach but he passes thru him.

Spider-Man:

What in the name of...uh oh..

Marko then forms an big fit made of hard as a rock and punches spider-Man. he shoots webbing at the truck as he hangs of it, he accidentaly hits a car. cause him to lose grip of the truck, Spider-Man, then shots a webline to two different buildings in order to launch himself towards the truck, he does so and then he lands on the roof, as Marko reforms himself to face him there, spiderman kicks him in the legs and dissolves his legs, Sandman tries to hit him, Spidey dodges, as he hangs himself from the right side of the truck. Sandman forms a mace and hits spider-man making him enter thru the truck. while inside he frees the drivers and takes them from the sand they are stuck on. but before spiderman can stop the truck from crashing, it crashes with another car. Spider-Man and the truck slowly make it out, Spidey looks for Sandman, there's nothing, everyone stares at Spider-Man as he swings away and sits on a building.

Spider-man:

Where did that guy come from?

Meanwhile at the Bugle.

JJJ:

Now we have the reports of some sand creature. I swear this world is getting filled with freaks. Someone get me a name

Employee:

The brown mist?

JJJ:

That's disgusting

Employee:

Sandstorm?

JJJ:

It's good but it's also taken. How about the Sandman?

Employee:

Sounds good sir

Peter shows up

JJJ:

Parker do you have any pictures of the Sandman for me?

Peter:

No sir.

JJJ:

What? What kind of photographer are you? Get out of my sight!

Date: September 13, 2010.

After a long day at school, Spider-Man is swinging thru New York. When he hears a news report at Time Square

Reporter:

That's right people. Tony Stark aka Iron Man will be visiting NYC soon to check on the process of the new Stark Tower building,

Spidey:

Iron Man? Cool. He's my all-time favorite

then at that moment, his cell phone rings. its Captain Stacy.

Spidey:

Mr. Stacy what can I help you with?

Cap Stacy:

I need you and your aunt to come down to the station. We got some updates on your uncle's murder.

At the police station, Peter and Aunt May, meet with Stacy

George Stacy:

We thought the man that killed Ben Parker, Dennis Carradine was the killer, we were wrong.

They are left in shock.

May:

What?

Stacy:

According to new eyewitness and recent studies the real killer is a man named Flint Marko

He shows them a picture of him, Peter is shocked at he's the Sandman he fought the early before.

Stacy:

Carradine was only an accomplice of Marko.

Peter tearfully looks at the picture as he begins to imagine Marko throwing Ben out of the car

Ben:

No wait, please dont do this. No!

then he imagines Flint pointing his gun at Ben, as Carradine shows up trying to stop him

Dennis:

Wait! what are you doing?!, lets get into the car.

Then Flint pulls the trigger. as Dennis leaves in shock. back in reality. Peter faces Stacy

George Stacy:

We are on his trial

Peter:

Which you are not doing

Stacy:

Peter. Listen

Peter:

I listened enough!, what matters is that the man who killed my uncle is still at LARGE!

Back home, we see Peter on his room, eye teary, His aunt comes to confront him. She sits next to him and hugs him.

Peter:

Our last conversation was an argument. I said some things to him I shouldn't have. Things I regret.

May:

He knew you didn't mean it

Peter:

I loved him. I still love him. I miss him

May:

I do to, He knew you loved him and he loved you.

Gwen and MJ enter Peter room

May: I'll leave you three alone

May leaves them.

MJ:

Hey, we heard what happened. but we're hoping that you don't do something you'll regret like what happened with Carradine

Peter:

I didn't kill that guy. He tripped and fell

Gwen:

Even so just be careful as to how you deal with this guy. Avoid him if you have to.

Peter:

I don't really have a choice. He needs to be brought to justice

Gwen:

I agree, just promise us you'll be careful and if you need help go to the police

Peter:

You serious?

MJ:

We are. Everyone needs help. Even Spider-Man

The girls leave, that night Peter starts listening to the Radio and TV hoping for some updates on Marko, he hears of some serious emergencies, but he ignores them, hoping for news on Marko, so that he can bring him to justice,

Radio guy:

We have an serious accidentt in Hell's Kitchen in where...On Central Park there was a buglary and...an old man was found beaten up...

but time passes and nothing, he starts to fall asleep. he then falls asleep as he have nightmares on Marko killing his Uncle and when Carradine died, then the symbiote, crawls to his bed and he sticks himself to Peter arm as he begins to cover his arm and the rest of his body, then Peter wakes up as the symbiote covers his head.

Peter:

Where am I?

Then he finds himself upside down, on a building. looks himself at a building and sees him covered in a brand new black suit.

Peter:

What is this suit?

Peter pauses, as he looks at himself.

Peter:

Whatever it is, is making me feel different. I like it

Then he stands on the walls and jumps with new agility, he shots some webs as he swings at a much faster rate, then he lands at a building, he takes off his mask and looks at it smiling.

Peter:

*laughing in excitement* This is great.

Date: September 14, 2010.

At Oscorp, Peter gives an example of the symbiote to Connors, who looks at it from a microscope.

Peter:

What it is?

Connors:

it's a symbiotic life form. but a different type, one i never saw before

The sample of the symbiote escapes the microscope and tries to bond with Peter again as Peter traps it in a cup,

Connors:

That life form seems attracted to you. Once those things bond with its host, they're hard to get rid of, I would like if you can keep the sample, so i can study it

Peter returns home and hears a news report

Reporter:

We're coming to you live. The Sandman is currently robbing a bank and police are on their way to stop him.

Parker:

Marko..

He about to grab the spare suit MJ made for him, but then looks at his new suit and decides to wear it. At NYC he runs thru the roof tops as he falls the building and shoots some webbing as he goes after Marko. he lands on the bank and see's sand sliding thru the sewers that are leading to the trains sub terrain, he rips the sidewalk, as Eddie Brock appears behind him,

Eddie Brock:

Bingo

Thinking Spider-Man is robbing the bank, he begins to take pictures as Spider-Man simply grabs his camera and breaks it, Spider-Man simply stares at him, as he chases after Marko,

Brock:

The Hell?!

Brock annoyed grabs a spare camera and begins to take pictures. We see Marko walking on the train rails with two bags of money, as Spider-Man follows him undetected thanks to his new suit. Flint looks behind him and looks up sensing that he's been chased, there's nothing, he turns around and see's Spider-Man.

Spider-Man:

Flint Marko.

Marko tries to strike him, he dodges and lands to the walls.

Marko:

What do you want?

Spider-Man:

Do you remember Ben Parker? The Man you killed in cold blood?

Marko:

Why does it matter to you?

Parker:

It matters a lot

Aa train passes by, Spider-Man shoots webbings at it, hanging from it as he kicks Marko, they fall from the rail to another. As the bag of money falls. They fight. Spider-Man is about to strike him, but Marko shift shape his leg and kicks him, Spider-Man swings over the rails and kicks Marko in the back, as he hits a train. He falls the ground, Spider-Man grabs him and have his face be sliced by the train, Marko regenerates as they continue their fight. they falls off the rail, Marko hits the ground, falling in a puddle of water, he sees the bag of money he tries to reach for it but his hands are dissolving due to the water, this gives Spider-Man an idea, he hits a huge nearby tube, he uses his strength for break the tube, he does as lots of water hits Marko,

Flint:

NOOOOOOOOOOOOOOOOOOOOOO!

he dissolves as what's left of him floats away into the sewers.

Spider-Man:

good riddance

Back at Oscorp. Connors is speaking to Ratha.

Connors:

The Cross-species finally working, as the rat we used regrew the limb, I kept it under observation for few months for see if it did well. It did.

Ratha:

It's a miracle,

Connors:

No, it's hard work and a promise, and it's a step closer to the primate lab

Ratha:

Ah, but he doesn't have time for every little step which means Osborn can't wait,

Connors:

he needs to wait.

Ratha:

We must begin the human trials

Connors:

No it's not ready

Ratha:

Osborn could die

Connors:

Everyone dies, even Norman Osborn.

Ratha:

We will begin at once

Connors:

Even if we did begin, where would we find a volunteer?

Ratha:

The wards, as far as anyone's concerned, it's for a winter flu shot. I might think that veterans hospitals a place to start.

Connors:

This is unethical

Connors turns to leave, but Ratha stops him by holding his amputated arm,

Ratha:

Nothing is unethical in the name of science

Connors:

Have you gone mad? We're talking about people's lives. If we don't do this right all of us could get arrested

Ratha:

I'll remind you what happened. Richard Parker said just about the same thing then that you are saying now. The clock is ticking, Dr. Connors.

Connors:

No

Ratha:

Fine. The formula is ours now, anyway. Say goodbye to that arm you dreamed of. I'm shutting it down. Have your office cleared out by the morning, your toys could be taken away too, you know?

And walks out of Connors office. When Ratha is gone, Connors grabs his pgone calls Dr. Sterns. meanwhile Spider-Man is sitting on Stark Tower, reflecting on what just happened with Marko. He felt way more rage than ever before, yes he's really angry at Marko, but he didn't felt this high amount of Rage before. That night at Oscorp, Connors gives Samuel Sterns the symbiote sample.

Connors:

I want you to study it. I got something else too.

He gives him Parker phone number

Connors:

His name is Peter Parker. Call him to give him reports of your findings

Sterns:

Sure

Stern leaves the office. Connors looks his reflection at the glass he looks at his missing arm and goes to grab an injection with the Lizard DNA and injects it on his himself. Connors falls asleep, meanwhile at the Parker's residence Peter is speaking to Aunt May in the couch.

Peter:

Flint Marko, the guy who killed Uncle Ben, was murdered

May:

What?. how?

Peter:

Spider-Man killed him.

May:

That can't be. That's not him

Peter:

Why do you seem sad about this? I thought you would be happy?

May:

Ben would've not wanted us to want someone be killed because they killed a person they loved, Revenge is a poison that can take you over and turn you into something ugly.

Meanwhile at Oscorp Connors wakes up, he finds out that his arm has regenerated, he tries to call Ratha, but Ratha doesn't answer, but his assistant does

Connors:

Where's Ratha

Assistant:

The car is taking him to the veteran's hospital in Brooklyn

Connors:

Stop Ratha from going there

Assistant:

I'm sorry I can't reach him but I will make sure he calls you when he can

as Connors hangs up the phone he starts to feel strange and falls, he takes a cab to catch up with Ratha,

Taxi Driver:

Where too?

Connors

Drive! UGHHH!

Taxi Driver:

You Drunk?

in the cab his skin starts to turn scaly

Connors:

Just...Drive

As Spider-Man keeps swinging in his new Black suit at night, his Spider Senses tingles. Then we see the cab crashed on a building, with the back part all torn. Spider-Man lands on a building, he see's traffic, which comes from the bridge all the way to the city, Spider-Man looks down at a humanoid Lizard, with tattered clothing, tossing cars. He sets up his camera, meanwhile Ratha is stuck in the traffic.

Ratha:

What is taking so long?

Driver:

I'll go check it out

The driver leaves to investigate. When he's gone the car moves.

Ratha:

What the hell?

A green hand bursts on the roof of the car,

Ratha:

*Screams*

The lizard tries to grab him, and he fails, so he tosses the car to a building. Destroying the cure that was inside the car, but Ratha escapes. But before lizard can attack him, Spider-Man attacks Lizard and they fight.

Spider-Man:

I thought Dinosaurs were extinct.

After the violent battle is done, Lizard tries to escape, Spider-Man grabs him by his tattered clothing but Lizard rips it off and escapes thru the sewers. But as Spider-Man looks at the clothing, he finds a wallet and finds Dr. Connors license.

Peter:

Doctor Connors?

No time to find out, as there's a man stuck under a car that the Lizard tossed,

Man:

HELP!

Spider-Man:

Coming!

Spidey manages to free the man from his car

Man:

Thank you. thank you.

Spider-Man hears some sirens.

Spider-Man:

i better go.

He leaves the area before he's blamed for all this, the police arrives and see's Spider-Man swining away. At the sewers, Lizard reverts back to Connors. he finds himself in the water from the sewers and crawls away to safety.

Date: September 15, 2010

At Oscorp, Peter enters the building but its empty he goes to Connors office, Connors spots him.

Connors:

I gave people the day off. Why are you here when you should be at school?

Peter:

I got a free period and I want to know how a predator can track a lizard.

Connors:

Oh, they don't. Most reptiles are at the top of their respective food chain, kings of their domain. Peter why the sudden interest in Lizards.

Peter:

it's for school,

Connor:

huh...Did you hear the rumors of a new species in New York

Peter:

Do you know something about it?

Connors doesn't answer, suddenly Connors neck begins to show signs of changing, and he turns his face from Peter,

Peter:

Doctor Connors are you okay?

Connors:

Yes, never felt better

Peter:

Okay. Oh before I forget I found your wallet.

He hands to Connors and Connors grabs it.

Connors:

Thank you, now if you excuse can you now leave. I'm busy with a new project and can't be disturbed

he opens to door to his lab, Peter nods his head and walks out, Connors walks out with him.

Connors:

Don't worry Mr. Parker, i'll be back. Wonderful things are coming. Wonderful things.

Peter looks at Connor suspiciously as he leaves. Peter leaves the building, and puts on his new black suit and goes to track Connors, he sees him entering an alley, Spider-Man chases him thru the alley but he's gone, but he looks at the entrance thru the sewers, he knows he got to enter but he's got school and leaves.

Peter:

Wonder if things could get any weirder around here

But just at that moment, we see vehicles with the S.H.I.E.L.D. logo, we see an agent named Phil Coulson came out of the vehicles, Fury told him that the Symbiotic life form that escape from Tony Stark possession is here somewhere, Stark placed a tracker on the creature, so they must track it. Peter then returns to school, uneasy about what happened, After school is over. Peter simply stays outside thinking, walking in circles. Gwen walks towards him and puts her hand on his shoulder

Gwen:

Pete something bugging you?

Peter:

Yeah...did ya heard about the Lizard-Man

Gwen:

Yeah

Peter:

I think the Lizard man is Dr. Connors

Gwen:

How would that be possible?

Peter:

I created him

Gwen:

What?

Peter:

I gave Dr. Connors an equation that made all of this possible. Something my father had been working on, secretly. I have to fix him. before he does any more harm...

Meanwhile, a black SUV is parked nearby them, some SHIELD agents detected the symbiote life form nearby, but the tracker leads him to Peter Parker, who'se speaking to Gwen. the Agent calls Coulson.

Agent:

Weird, the tracker led us to a kid

Coulson *Radio*:

Maybe the kid has it. Keep an eye on him.

Peter and Gwen walk away, discussing the Lizard. The agents follows the kids in their SUV

Gwen:

So how do you suppose you can help the Lizard Man?

Peter:

I'm not sure. I'm still working on that

Agent:

Lizard man?

Coulson *Radio*:

I just heard about the lizard man myself. Some of you probably should go check it out while we search for the symbiote.

Peter and Gwen are at Peter room talking more about Connors

Peter:

the Lizard was wearing tattered clothing and when i took off and I found Connors wallet on it.

Gwen:

Have you thought about confronting him when he's not a rampaging lizard?

Peter:

I've been wondering if I should or not.

Outside the SHIELD agents continue to listen in on the conversation. the agent contacts Coulson:

Agent:

According to these kids, a certain Dr. Connors may be involved with the Lizard.

Coulson *radio*:

I want research done on this Connors. Track him down and see what his link is.

Meanwhile at the Osborn mansion, Fiers approches Osborn.

Fiers:

Is the suit complete?

Osborn:

yes, a test subject is being considered for test it tomorrow. I came across a substance known as Forestonite. A very good power source that proves promising

Fiers:

Never heard of it. Where did you find it?

Osborn:

It's an amazing compound that can become a solid, liquid and gas. It probes most promising

Osborn looks at the window and sees that his illness is getting worse, tired of waiting.

Osborn:

Fiers, can you leave for a moment i need to call someone

Fiers:

Sure.

Once Fiers leaves the living room, He calls Mendell Storm

Osborn:

Mendell, meet me at the Oscorp vault

Meanwhile, we see some of Eddie Brock personal life and problems as he's meeting with his ex-girlfriend Anne Weying in the steets of New York.

Brock:

Anne come back please

Anne:

No. No one wants to be with a scum like you

Eddie:

You know what I'm tired of how you treat me. It's like how my dad treats me

Anne:

Good, maybe you'll leave me alone then

Brock:

Fine

Brock angrily leaves and kicks hydrant. meanwhile at the Vault, Osborn meets with Storm, angry, frustrated and impatient.

Osborn:

I'm tired of waiting. I want you to use the OZ formula on me and see if it can cure me.

Mendell:

But Norman it hasn't been tested. The results could actually be worse. They could make you worse.

Norman:

I don't care. I'm dying. I want to live. I'll do anything to live even if it means using untested serums.

Mendell:

No. won't do it until we have proper testing.

Norman:

Why you

Norman starts attacking Storm. He slaps Storm, Storm grabs the serum, Out of self-defense, stabs the serum into Norman and injects it into him.

Norman:

*breathing heavily and coughs*

Mendell is horrified

Mendell:

Sir I'm sorry. Hold on and I'll get you some help

Norman:

*coughs* Relax. It's working. See?

At first it looks like the serum had worked as the infection of his illness begins to fade. But then suddenly they return much to Osborn dismay,

Norman:

What No….NO?!

He falls to his knees as he growls in pain, Storm escapes. Osborn teeth's become pointy, Osborn hands and nails became pointy, his skin turns green, his ears became pointy

Norman:

*Screams while being mutated*

we don't see how badly he's been mutated. Osborn looks at the Iron Man-ish suit he made for Fiers, he crawls to it. He puts the suit on, for hide his appearance. He feels worse, but doesn't care. He starts to lose his sanity inside the suit.

Norman:

If I can't live. No one can

He looks at a glider his company was building, filled of orange bombs, he gets on the glider, as he laughs.

Norman:

*Laughs*

Later that day outside, we see a red and gold humanoid figure flying, its Iron Man, as the bystander cheers.

Stark:

I got to say Jarvis. I never thought I would be flying all over New York outside a private plane

Jarvis:

Yes, I'm actually surprised the cops aren't harassing you like they harass that spider guy.

Stark lands on the ground, the SHIELD Suvs notices Stark

Agent:

Coulson, your pal stark is here

Peter and Gwen are present when Tony arrives.

Gwen:

Mr. Stark it's such an honor to meet you.

Peter:

We're big fans of yours.

Stark:

It's always nice to meet a fan

Stark gets a ping on his comm unit.

Stark:

What it is?.

Jarvis:

Sir you got an urgent call from your workers at the building. They say it's important.

Stark:

I'm on my way.

Stark hangs up and looks at the teenagers

Stark:

An emergency came up and I have to go. It was nice meeting you.

Peter:

You too Mr. Stark

Stark flies off. and Peter turns to look at Gwen

Peter:

MJ would have loved this chance to interview Stark.

Peter pauses as he senses something. He runs to an alley, the SHIELD agents that are follow him and watches him as he enters the alley then suddenly Spider-Man in a black suit appears. they realize this kid was Spider-Man

SHIELD agent 1:

I thought Spider-Man was African-American,

Agent 3:

i thought he was an adult

Agent 1 gets a radio call, he picks it up

Agent 1:

Whats the problem

Agent 2 *Radio*:

Is Stark is wearing an armor with 1940s paintjob with and using a glider

Agent 1:

no. why?

Then we see Iron Patriot causing havoc across New York City, throwing bombs, wherever he can. Spider-Man lands on a building behind the Iron Patriot.

Spidey:

You know, it's in such poor taste to mock two great heroes.

Osborn:

Oh look. It's the itsy bitsy spider.

Osborn launches some of rockets. Spiderman dodges the rockets with ease.

Spidey:

Too slow.

Osborn growls and starts launching his faster pumpkin rockets. Spidey shoots some webbing at a piece of cement and uses the said piece as a ball and his webbing as a chain. Spidey slams it into Osborn's chest. Osborn roars and shakes it off.

Osborn:

You'll have to try better than that bug

Spidey:

Actually spiders aren't bugs. They're arachnids.

Osborn:

Don't correct me.

Osborn fires a machine gun from his glider. Spider-man dodges the attack

Spidey:

Too fast?!

Osborn growls and starts chasing Spider-man across the city only to lose him.

Osborn:

Where'd you go?

Osborn starts searching for Spider-man unaware that Spiderman is now clinging under the glider.

Spidey:

Here's Spidey!

Osborn's eyes widen as he looks down.

Osborn:

Crap

Spider-Man rips the wires of Glider causing it to malfunction and Osborn loses control.

Osborn:

I'll get you SPIDER-MAN!

Spider-Man lands in the ground, Coulson comes to him.

Coulson:

Excuse Spider-man I have some questions

The influence of the black symbiont starts to kick in.

Spider-Man:

Oh great another looser wants to ask me some questions. Let me guess. You want to know if I'm a criminal mastermind. You want to know if I'm single. Is that it? I mean there's nothing wrong with that but you people really need to stop asking me ridiculous questions.

Coulson:

Actually I was just wondering, where you got that suit

Spider-man:

None of your damn business. Besides, you're not worth my time.

Gwen watched the whole thing just watches in shock. Peter goes to the alley where he left his clothes, but they're gone

Peter:

Great, my clothes are gone!

New suit shape shifts into a t-shirt, he's surprised at this

Peter:

That'll work

Gwen:

Peter!

Peter looks at Gwen.

Peter:

Yeah.

Gwen:

What the hell was that all about?!

Peter:

I don't know to be honest. I think everything is just starting to get to me.

Gwen:

Then take a break. The city can go one day without you.

Peter:

I could but that won't stop the Bugle from saying stuff. I think I'm going to head home though. I'm starting to get a little tired. We'll hang out tomorrow.

Gwen:

Okay...be nicer to people.

Peter:

We'll see.

Peter heads home. Gwen looks on with a concerned look. That night, Peter is sleeping, but then suddenly the symbiote rebounds with him, Spider-Man gets up, then we see swinging on the city, but inside Peter is still asleep.

Date: September 16, 2010.

Aunt May enters Peter room.

May:

Peter?

Peter wakes up.

Peter:

*yawns*. May why are you up so late?

May:

So late?, its 2 PM!

Peter:

What? That can't be? Did I really stay in bed the entire day?

May:

Don't repeat me. You're lucky the principal will just pass this day, but next time you miss school, you will be in trouble.

At his Mansion, Osborn is having illusions due to his insanity. he refuses to remove the patriot suit, he's still disturbed about what became of him.

Osborn:

I am a monster, ugly, like a goblin. all i see in the mirror is a horrible creature, a creature that will haunt me.

Voice:

No...what happened to you is a gift

Osborn:

What? Who's there?

Voice:

I am you, Norman.

Osborn:

I am no longer Norman, i am something else!.

Voice:

You may feel what happened to is a curse, but as i said its a gift. you have now the power to bring people to their knees, to follow your lead. to fear your.

Osborn:

You are right...what happened to me is a blessing that happens in a lifetime. i can conquer this place and bring everyone to bow to me.

Voice:

Yes, but theres an obstacle, Spider-Man

Osborn:

I'll kill that bug, he's no more than a little obstacle in my path to bring a great future for this city.

Voice:

Why not form an alliance, instead of killing Spider-man we should form an alliance

Osborn:

Form an alliance? Yes… that sounds wonder full. An alliance with Spider-Man would be great, this city hates his gut. soon or later he will be fed up with the pathetic population of this city.

Date: September 17, 2010.

Peter sells some pictures of the new black suited Spider-Man

JJJ:

Great pictures of this wacko...now take your check and get out of my face.

Peter grabs his check and turns to leave, as this happens the walls of Jameson office building explodes. everyone is stunned, as they see the Iron Patriot. and he grabs JJJ by his neck.

Iron Patriot: who's are the photographers that takes pictures of Spider-Man?

JJJ:

I don't know, they came in the mail, never meet them in person!

Iron Patriot:

You're lying

JJJ:

No I'm not. It's the truth

Then Spider-Man appears behind,

Spidey:

Oh metal head. you were looking for me?

Patriot:

Spider-man

JJJ:

Spider-man. I knew you were allies with this copy cat of Iron *Gets his mouth webbed*

Spidey:

Shut up dumbass

The Patriot gasses him Spider-Man, which makes him fall asleep, Spider-Man falls, but Iron Patriot catches him before he hits the ground and takes him to a rooftop.

Patriot:

Wake up

Spider-man:

Where?

Patriot:

Wake up little spider, no you're not dead, not yet.

Spider-man:

What do you want.

Patriot:

You're an amazing creature, Spider-Man. You and I are not so different.

Spidey:

I'm not like you. You're a murderer.

Patriot:

Well, to each his own. I chose my path, you chose the way of the hero. And they found you amusing for a while, the people of this city. But the one thing they love more than a hero is to see a hero fail, fall, die trying. In spite of everything you've done for them, eventually they will hate you. Why bother?

Spidey:

It's the right thing to do

Patriot:

Maybe, but here's the real truth. There are eight million people in this city. And those teeming masses exist for the sole purpose of lifting the few exceptional people onto their shoulders. You, me? We're exceptional. I could squash you like a bug right now, but I'm offering you a choice. Join me! Imagine what we could accomplish together... what we could create. Or we could destroy! Cause the deaths of countless innocents in selfish battle again and again and again until we're both dead! Is that what you want?, the city will always turn against you. not matter what, you'll come running to me when you finally get fed up with them.

Iron Patriot jumps back into his glider. meanwhile Coulson meets with a couple of agents in a pier.

Agent:

What it is Coulson.

Coulson:

I want you all to start tracking Spider-man, It's highly possible that the suit he's wearing is the symbiote we're after

Patriot predictions about Spider-Man slowly start to come right, as his actions begins to be affected by the symbiote, not only he's being more dangerous as Spider-Man. people come to fear him.

Date: September 21, 2010.

Spider-man drops off some traumatized burglars at the police station. The cops get them. as Captain Stacy passes by

Buglar 1:

He didnt stopped, he just didnt stopped hitting us, i think i am blind from my left eye

Buglar 2:

he knocke 10 of my teeths and broke my nose!

One of the 2 Cop looks at Stacy

Cop:

we should send them to a hospital

Capt. Stacey:

Agreed...Looks like I was right. It was only a matter of time before Spider-man snaps and starts getting more violent. I want everyone to be on alert. You see Spider-Man, you take him down one way or the other.

Cop 2:

Sir, you know me as one of the few cops that actually like Spider-man, but do we really have to take him down? He's giving crooks what they deserve.

Stacey:

I'll forget that I heard that. Now all of you get to work.

At the DB, JJJ smiles with glee. Not because his office was rebuilt but because many people are finally starting to believe him.

JJJ:

Hahaha, Wonderfull, Spider-Man is slowing showing his true colors, the more violent he gets as the days pass, the city is starting to be afraid of him.

Robbie just glares at him.

JJJ:

What?

Robbie:

I blame you for this.

JJJ:

I didn't do anything

Robbie:

Yes you did. You practically harassed the poor guy and now we got this, your campaing against him may had fed up the guy, to the point he got more violent.

Somewhere else, Spider-man beats the crap out of him, until he's knocked out.

Spider-Man:

Thats what you deserve for your miserable life!

Then behind Spider-Man, we see Iron Man

Iron Man:

Spider-Man, you did enough!

Spider-man:

Bug off or else Stark!

Iron Man:

You've became to dangerous to this city, web head, stand down now or you wont leave me a choice

Spider-Man:

Whatever Shellhead!

Iron Man:

i will be watching over you

Iron Man takes off. Some of the Shield agents who were watching approach Spider-man.

Agent:

Excuse me. Spider-man. We'd like to take a look at your suit. It could be dangerous to your health and others.

Spidey:

Yeah right. You just want the suit for yourselves. I'm the only one who can wear it.

Spider-man than takes off. then he lands on a building and his phone rings, its unknown but he awnsers anyway

Peter:

Who it is?

Samuel Sterns:

It is Peter Parker

Peter:

Yes, who are you?.

Sterns:

I am Dr. Samuel Sterns, I've been studying the life form that you gave Connors.

Peter:

Why?

Sterns:

He gave it to me and I have discovered that it enhances the host's anger and..

Peter:

Oh well, that's good. Don't waste my time again.

Peter hangs up.

Date: September 22, 2010,

in the sewers Curt Connors has set up a mini-lab and is recording himself on camera, telling about the results of the new experiment with the Lizard DNA and how it affects him

Connors:

Current temperature; eighty nine point seven, steady for forty eight hours. Blood panels reveal lymphocyte and monocyte readings consistent with subject's past. Clotting rate vastly improved, marked enhancement in...In muscle response, strength and elasticity. Vision has improved. This is no longer about curing ills. This is about finding perfection. In attempt to regress regenerative relapse, dosage has been increased to two hundred milligrams.

He injects himself with the serum and suddenly turns violent and knocks the camera out

Date: September 23, 2010.

At the DB, JJJ is speaking to Peter Parker.

JJJ:

there were sightings of that lizard man, last night and I wants pictures, Parker

Peter:

Yeah I guess I'll take the offer. It's not like any of the other idiots here will be able to

Spider-Man swings off and goes to find him Lizard. Then he finds him terrorizing some people, Spider-Man grabs his camera and takes a picture of the Lizard, then he puts his camera aside

Spider-Man:

Hey you son of a lizard!

Lizard:

You?!

Spider-Man lands next to him and they fight.

Lizard:

You won't be able to stop me again. I'm getting stronger

Spider-Man:

Me too

As they fight, Iron Patriot watches. The fight is equal. Then Patriot gets in the middle of the fight, Lizard escapes.

Spider-Man:

What the hell? I had the thing

Patriot:

I'm disappointed in you for helping the weak

Spider-man:

And I care why?

Patriot:

Because if you won't join me then you're against me. if thats the case, you got to die.

Spider-man:

Same to you.

They get into a fight, which Spider-Man is easily winning i na brutal way, until Patriot escapes on his own accord.

Spider-Man:

Run like a coward

Iron Patriot:

You'll regret this Spider-Man!

Patriot flies away, Coulson and his men continue to monitor Spider-man.

Coulson:

This guy is dangerous. We might have to intervene.

As Peter goes to the Bugle to give his Lizard pics to JJJ. Where he bumps to MJ.

MJ:

Peter there you are. What the hell is up with you?

Peter:

What do you mean?

MJ:

Your attitude. Your hurting people.

Peter:

They deserve it.

MJ:

You're hurting your friends and family too!. You need help

Peter:

I don't need any help. You guys are just too weak and holding me back.

MJ:

What? Do you know how insane that sounds? Are you even listening to yourself?

Peter:

I am. And you know what? I'm tired of listening to your cry ass attitude and saving your ass all the time when you can't even confront your father without crying.

MJ:

You know what? Don't talk to me ever again. I don't even want to see you.

Peter:

Fine. I don't need a cry ass like you anyway.

MJ runs away crying.

Date: September 24, 2010.

Connors in the sewers, losing his sanity and hearing voices

Voice:

So once again we're beaten by a bug. That's pathetic. You're pathetic and weak

Connors ignores the voice as he stares at his arm.

Voice:

You're also scared of Spider-man and now that he's strong he will stop you.

Connors:

Scarred? Ha. Strong? Laughable. Why should I be afraid of a pathetic insect? I'm stronger and faster than Spider-man. I can crawl higher than Spider-man and I have claws and teeth. I feel great. The Web head just got lucky is all.

Later that Day, Peter is walking thru the streets where he sees the recent DB newspaper which shows him robbing a bank, the pic was taken by Eddie Brock.

Peter:

What the hell?...huh...your going to see my "nice" side now Brock..

People at the DB are celebrating Brock about his picture, he meets up with Peter.

Eddie:

Oh hey Parker, Looks like I caught the picture you weren't able too. Wasn't it you that told me I wouldn't get the picture.

Peter:

Huh, congratulations Brock, but that picture looks familiar to a older picture i took.

Brock:

Or you're your just jealous.

Brock starts to leave but stops when he's grabbed by Peter.

Peter:

You're a fraud, Brock That picture is fake.

Brock:

When will you give me a break?

Peter slams him to the wall, getting the attention of the DB staff.

Robbie:

What happened?

Brock:

Hehehe nothing, We're just playing

He looks at Peter with a worried look.

Brock:

Look Peter you can't tell no one. If they learn I'm a fraud no other newspaper will hire him,

Peter:

I don't care

Peter turns to leave

Robbie:

What happened Pete?

Peter:

Next time verify your sources.

Peter gives Robbie the evidence that the pictures are fake. Robbie stares at Brock. then at JJJ office, Robbie explains the situation to JJJ, who is pissed.

Robbie:

The Empire State University proved that Brock images were faked

JJJ glares at Brock.

JJJ:

Brock how dare you

Brock:

I needed the money. Besides you hate Spider-man

JJJ:

I may hate Spider-man but I hate false journalism even more. now pack your stuff and get out of my building

Brock:

But

JJJ:You're fired. Get out of my sight

Brock leaves.

Robbie:

We'll have to print a retraction,

JJJ:

I haven't printed a retraction in 20 years.

Peter is heading home in Queens, after Gwen called him, Gwen Stacy is waiting for him outside his house.

Gwen:

MJ told me about what you said to her. I want to know what's up with you. Why are you acting so rude?

Peter:

You called me over here for that?

Gwen:

Yes now answer the question

Peter doesn't answer.

Gwen:

Peter will you answer me?

Peter:

No

Gwen:

What do you mean no?

Peter:

You should know what the definition means.

Gwen exhales. She doesn't want to make him even worse.

Gwen:

Something is either wrong with you or bothering you. We'll always be by your side you know that. So whatever is going on with you, you can tell us. We're here for you and we're not giving up on you that easily. I'm not giving up on you that easily.

Peter:

Whatever.

Peter simply leaves. Gwen lets out a sad sigh. She takes her laptop and looks up signs of depression and anxiety. She also looks up the symptoms for Bi polar disorder and other mental disorders whose symptoms include increased aggression, mood swings and such.

Gwen:

One of these might be what Peter is going through.

Date: September 25, 2010,

That night in a river of water from the sewers coming out of a tube that leads to the sewers, we see something moving in the water, the mud reaches land, as it forms a human form with more nearby mud, Flint Marko is alive and well, he looks at his hands still holding the locket, he sees the picture of his daughter and walks away.

Date: October 1, 2010.

We see Coulson approaching Spider-Man again, who's swinging by

Coulson:

Spider-man!

Spidey looks down at Coulson

Spider-man:

What?

Coulson:

You are to come with us for interrogation. You are turning into a menace for everyone.

Spider-man:

No

Coulson:

We weren't asking.

The agents pull out Tasers.

Coulson:

We're demanding

Spider-man:

Is that so?

Spider-man attacks the agents. defeating them all and pins down Coulson.

Spidey:

One more move and i wont be merciful

Spider-man than leaves the area he's in to patrol the city, then he finds a robber escaping, he catches him and beats him up, but then suddenly he starts to beat him near to death, MJ who is passing by, sees this much to her horror.

MJ:

Peter that's enough. Stop!

Spider-Man responds by punching her in the face, breaking her nose, as bystander's watches in horror. Spider-Man returns to his senses watching to his horror what he did to the criminal and MJ,

Spidey:

MJ?

MJ breaks down crying as she covers her bleeding nose

MJ:

Who the hell are you? We can barely recognize you

Spider-man:

I –I don't know

He sees at the bystanders, MJ and the robber, he runs away swinging, he stands on the top of a building, it begins to rain. he's reflecting on what he have done in the recent months.

Spider-man:

What have I done? What's happening to me?

Spider-man looks at the church and goes in to pray for forgiveness. he looks at his suit, He makes a fit with his arm, it needs to go. and falls down near to the Church Bell. Meanwhile Eddie Brock whose life have just been ruined, enters the church. intending to commit suicide

Brock:

Forgive me, father. for what I'm about to do please. I don't want to live anymore, i know its a mortal sin, but i no longer want to live. i have nothing left to live for.

Then we see Spider-Man trying to rip the suit off, but the symbiote refuses, he hits the bell, the sound the bell causes angers the symbiote as Peter screams, Brock hears this, he looks at a door leading to the bell and he looks up, he sees Spider-Man, but now unmasked.

Brock:

Peter?

He stares at Peter as he tries to remove the symbiote. Peter rips the suit completely off him, as it falls to the ground where Brock is, a piece of the suit falls on Brock hand and begins to bond with him, Brock tries to get it off, but then the rest of the alien falls on him,

Brock:

*Screams*

Peter escapes the church when the deeds done, meanwhile Brock then completely covered with the alien, as he falls to his knees, but then he smiles, as the alien covers his face. After he got rid of the symbiote, Peter is taking a shower, reflecting on what he have just done in the recent days. He gets out of his house, he looks at MJ house, but he's unable to bring himself to speak to her after how badly he treated and hurt her. He looks at his cellphone, and is unable to call MJ on the phone either, nor Gwen. At his house, Peter turns the TV and see's various news report and talk shows

Reporter:

Citizens are now calling for Spider-man's arrest for his behavior and to be removed from the streets

Show host:

I'd go to the mall but I'm a little scared that Spider-man will beat the crap out of me

Civilian talking to Reporter:

I'm so scared of Spider-man that I'm scared to even leave my home.

Those words get into Peter head.

Peter:

I really messed up everything, my friendship with MJ, Now everyone hates Spider-Man, and I mistreated most of his loved ones.

He keeps hearing the people on TV not wanting Spider-Man anymore, No more...then he falls asleep where he talks to Uncle Ben,

Ben:

All the things that you've been thinking about, Peter... make me sad.

Peter Parker:

Can't you understand?, i've been...been...i cant even describe it..

Ben Parker:

You know I understand. But I thought you'd learned the meaning of responsibility.

Peter Parker:

You don't know how it feels.

Ben Parker:

Peter, all the times we've talked of honesty, fairness, justice, out of those times I counted on you to have the courage to take those dreams out into the world. You need to continue on as Spider-man

Peter:

No. What I did is unforgivable, and by reflecting a lot of what happened in the recent days, Spider-Man was nothing but an annoying weight on my shoulder, I have been pushing my childhood best friend away, spending less time with those I loved. not to forget what I've done with the symbiote, I hurt MJ, I've been rude to Gwen, Aunt May and everyone I know, I nearly killed a man early today, but the most unforgivable part of being Spider-Man is that, because of all this, you died. I don't want this anymore

Ben:

That wasn't you. Besides what you have is a gift. With great power comes great responsibility and you should continue, the world needs Spider-Man and you can make up for your mistakes and confront the past. take my hand son.

He raises his hand hoping for Peter to grab it and shake hands with him, but Peter refuses.

Peter:

No. The world doesn't need Spider-Man. theres no way i can make up for my mistakes, i've done alot of damage already... I don't want to be Spider-man anymore, No more...

Then Peter wakes up. Then we see him in alley in New York, throwing his suit to a trash bin, as he walks away. Meanwhile, Venom is swinging on a different alley where he bumps on the Iron Patriot.

Patriot:

Spider-man!

He grabs him, put Venom roars at him,

Patriot:

You're not spider-man

Patriot tosses him away.

Venom:

No but I know what you want. its Spider-Man, you hate him and want him dead. i want the same thing...

Patriot looks at Venom.

Patriot:

Who are you?

Venom:

The how isn't really important. What's important is that we both want Spider-man and I can help you with that if you want to

Patriot:

So you're willing to form an alliance?

Venom:

Yes. Alone no one was able to defeat the web-head but together, we can defeat him. And there are some potential recruits, 4 more besides us.

Patriot:

I think you know what you mean

Venom:

one of them works for you

Patriot:

Who?

Venom:

Connors.

Date: October 2, 2010.

A Man brings a bag to JJJ in the DB, Robbie is in the office aswell.

JJJ:

Who let you in?

Betty:

I am sorry boss, but he really wanted to show you something

JJJ:

Really?, show me what it is and it better be worth my time

The man takes out the Spider-Man suit out of the bag much to surprise of everyone in the DB

JJJ:

Is that what I think it is?

JJJ grabs the suit and looks at it.

Man:

I think I deserve a little something for this.

JJJ:

Someone pay this guy 50 bucks

Man:

I could get more than that in ebay

JJJ:

All right, a hundred. Miss Brant, give this man his money and throw in a bar of soap. Finally, I won. Never question the power of the newspaper and TV station, boys and girls. *laughs victiously*

Robbie holds the mask of Spider-Man

Robbie:

*sighs*

Meanwhile the Iron Patriot is working on a new Rhino suit for Aleski.

Date: October 3, 2010.

The news of Spider-Man retirement is made public by the DB,

Reporter:

As confirmed by the Daily Bugle, Spider-man has retired. J. Jonah Jameson have the actual suit as proof, For some this is good, for others it's bad.

Civilian:

I'll miss the web-head. Sure he's been violent recently but that was because of the DB harassing him. He still did work that the police couldn't. I'm going to be a little more nervous walking the streets now.

Civilian 2:

I'm glad he's gone. He was a menace to society

Capt. Stacey:

While it is good that a vigilante retired we still are looking for his identity to arrest him.

On Time Squares, of the SHIELD agents approches Coulson.

Agent:

Sir, did you hear about Spider-Man

Coulson:

I did. Spider-Man was dangerous in recent days, but I heard great stories about the web head before he got the Black suit, Locate the kid I want to talk to him.

In Jail, We see the guards checking on Kraven and Aleski, but then another guard passes by, who is actually Eddie Brock in disguise who suddenly turns all black with a huge spider logo on his chest, scaring the other guard

Guard:

What the…. I need assistance

The symbiote creates a tentacle from the back, grabs the police and suffocates him, killing him. Venom rips the cells apart

Venom:

Hello Aleski and Kraven. Would you like to help me to kill Spider-man?

Aleski:

But he retired

Venom:

True but we can always pull him out of retirement one way or the other

Date: October 4, 2010.

Peter Parker still down for how everything went down, not even giving away the source of the problem is cheering him. Then he meets with Coulson,

Coulson:

Mr. Parker. I'm Agent Coulson with Shield

Peter:

Nice to meet you.

Coulson:

I'm also aware that you're Spider-man. We've been watching you for some time

Peter:

I… you've been watching me? I'm not sure if I like that or not.

Coulson:

It was necessary.

Peter:

What is SHIELD, some kind of agency?

Coulson:

Yes

Peter:

I'm sorry about the… you know. I'm not under arrest am I?

Coulson:

That depends on whether or not you'll be willing to talk to me here or not and peacefully.

Peter:

I am. No more aggression from me.

Coulson:

Good, but it also depends on what you tell me. We're aware of that you changed suit. Before the Black suit you were friendly and kind. After that you became agressive, why if you care to explain

Peter:

Because it wasn't a suit. It was some sort of symbiote.

Coulson:

We figured as much. We've been after it for some time and we tried to get it from you for your safety.

Peter:

I should have. Because it was affecting me, my actions, and unleashing my anger. I hurt a lot of people. At the time I didn't see it. I guess I was in denial and part of me enjoyed it.

Coulson:

I see. Well where is the symbiote now?

Peter:

I don't know. I got rid of it thanks to a church bell, hopefully it's dead.

Coulson:

Well seeing as that's the case no charges will be pressed. So why did you quit

Peter:

That should be obvious.

Coulson:

You shouldn't have. You got a gift that is unique, I had never seen a gifted individual with Spider like powers, you may not realize it now, but fate gave you those powers for a reason, perhaps we may never know, but they're a gift and you should use it for help others. You can make up for his mistakes. One day you will understand.

Peter:

I'm just a kid now. Not a hero. The world doesn't need Spider-Man

Peter leaves.

Coulson:

the world may indeed need a Spider-Man.

Meanwhile, Iron Patriot has his armor hack into Oscorp security camera, he wants to learn if he can potentially find some info on Connors location. And to his luck, we see Dr. Rajit Ratha in Connors office.

Dr. Ratha:

Connors where did you go?

Wondering what happened to him, on an Oscorp tablet he tracks Connors to a certain location the sewers and watches a video recorded by Connors. Patriot after watching this goes to the sewers for recruit Connors to kill Spider-Man. In the sewers, Patriot finds Connors.

Patriot:

Doctor Connors

Connors hear someone calling to him. He hides in the shadows and sees the Iron Patriot. The lizard hisses as he approaches Patriot.

Patriot:

Ah, Dr. Connors there you are.

Connors:

You came to the wrong place friend

Connors releases a threatening snarl.

Patriot:

Actually I didn't. I came here with a proposition that would be beneficial to us.

Connors pauses.

Connors:

Go on

Patriot:

I would like to form an alliance with you. Together we can kill Spider-man once in for all. interested?

Connors thinks about it.

Connors:

You have a deal

That night, Aunt May knocks at Peter door on his room, worried for him. Peter been so down lately, Peter doesn't speak to her,

May:

Peter

So May opens the door and enters herself. She see's Peter looking at the window,

May:

Peter, are you okay?

Peter doesn't answer.

May:

What happened to MJ and Gwen, you haven't been with them lately

Peter:

I hurt MJ so badly that she's afraid of me. I hurt Gwen also. I'm scared of talking to them after everything I've done. There's no turning back, I ruined my friendship with MJ, and I treated my girlfriend and everyone badly. I even treated you badly.

May:

it's never too late to make up for our mistakes. We all can learn from our mistakes and do better next time, don't give up hope on your relationships. All will be fine.

Meanwhile at Central Park we see Flint Marko sitting alone, thinking, then Eddie Brock shows up and sits next to him,

Marko:

Leave me alone, pal I'm thinking

Brock:

I know what's in your mind. It's that damn Spider

Flint:

What do you want?

Brock:

I want you to help me, kill Spider-man

Flint:

No. I don't to kill him or anybody for that matter, I just want him out of the way for a moment, so you can count me out

Brock:

I wasn't offering you a choice

Brock pins Marko down as he transforms into Venom. Marko is about to attack him.

Venom:

Calm down. Otherwise there will be consequences, if you don't help, I will kill his family.

Flint:

You don't even know me

Venom:

But I do know a lot about you. I broke into a jail and found everything about you. Addresses, places of work, schools, everything. So if you want them alive, especially your sick daughter, you better help us.

Flint collapses to his knees, Venom approaches him

Venom:

Now we are going to talk about how to kill Spider-man

At Oscorp vault, we see Aleski entering on his new armor. As Patriot hands Kraven news weapons. Venom enters the vaults.

Venom:

It's time to get Spider-man's attention

Minutes later a guy driving alone one of the Manhattan streets notices people running and cars flipping. The sound of loud foot steps are heard.

Man:

What the hell?

Aleski charges through several cars which sends them flying. Kraven loads his gun and shoots at civilians. Venom uses his tentacles to fling people as if they were rag dolls. Lizard hurls people as well. Patriot and Sandman work on destroying vehicles and buildings. Iron Man, Shield and the police race towards the scene of the destruction.

Stark:

Coulson, you and the police take out that Rhino and that gun toting maniac. I'll try and deal with the more dangerous ones.

Coulson:

Be careful Tony

Stark:

You don't have to tell me twice. Jarvis, full power.

Jarvis:

Yes sir. By the way sir, if you don't survive this how would you like your coffin?

Stark:

I'll get back to you on that.

Stark flies faster and starts firing at the Patriot first. Patriot laughs and sends missiles at Stark. Stark shoots the missiles down.

Patriot:

Seems we're at a stalemate Stark or are we.

Stark's armor begins to twitch and short circuit uncontrollably as Flint manipulates his sand to attack the circuitry. The action causes Stark to crash land.

Coulson:

Tony!

Stark:

I'm fine. Nothing I can't fix. Jarvis, start system repairs.

Jarvis (Distorted and static):

T….y… S….r….

Meanwhile a news station is reporting on the mayhem. which Peter see's at home.

Reporter:

As you can see a group of creatures who we've dubbed the Sinister Six has been terrorizing the city. Not even Iron Man can stop them.

Peter:

Oh my…. This is nuts.

Reporter:

They seem to be led by a black figure once thought to be a black suited Spider-man but now is confirmed to be something entirely different. and it seems they are challenging Spider-Man, i question if they even know that he retired.

Then the reporter heads to Stark Tower, where Venom writes a message challenging Spider-Man "SPIDER-MAN COME AND FACE US".

Reporter:

But If Iron Man can't stop them, what chance does Spider-Man have?

Peter watches and makes a couple fists.

Peter:

I have no choice, they want me...otherwise, the city is doomed.

At the DB, JJJ is looking at the Spider-Man suit he hung on the Wall,

Robbie:

Well sir, the crime rate is up and all hell is breaking loose.

Hoffman:

If Spider-man was still around, everything would be fine.

JJJ:

You're right. I drove him away.

JJJ turns to look at his staff

JJJ:

My god, he was a hero. now i realize that Spider-Man truly was an asset to this city. He was...

They hear a THIWP noise, JJJ looks behind him and notices the suit is gone

JJJ:

What the?!

He's a letter stuck in webbing and reads it, which says

"Needed my clothes back, courtsey of your friendly neighborhood Spider-Man!"

JJJ:

That thief. He stole my suit. I want that thief arrested. Gentlemen, I'm going to try and track down Spider-man to see if his ass will get kicked and then have him arrested.

JJJ leaves the DB, At a nearby building, Spider-Man looks at his Spider-Man suit, smiling. Then he sees Lizard running amok, then he calls Gwen, Gwen who is at Oscorp as nobody is allowed to get out the building

Gwen:

Peter?

Spidey:

Gwen, I'm sorry for how I acted. i'll explain later what happened, but either way, I'm sorry for everything but before you decide as to whether or not to talk to me again, I need your help. Connors is among the sinister six. Do you know if there an antidote, i was so caught up with my current issues that i forgot to do one myself.

Gwen:

I forgive you and yes there is. Connors taught me how to do it.

Spidey:

Can you make me an antidote and be careful

Gwen:

I will. What are you going to do?

Spidey:

I'm going to find Connors' hideout. to find out what he's planning and then I'll take care of the six

Gwen:

Okay, be careful

Spidey:

I will

Spider-Man unmasked goes to the sewer, where he finds a mini-lab set up by Connors. But his spider-sense tingles before he can react, Connors spots him, Unmasked, surprised.

Connors:

Parker

Spidey:

Crap. Um…. This is all a dream. Go back to sleep.

Connors:

I'm not dreaming. If I were the words on that paper over there would be unreadable.

Spidey:

True. You look and seem…. Well

Connors:

Thank you. So how did this happen?

Spidey:

Spider bite at Oscorp.

Connors:

One of your father's spiders?

Spidey:

Yes

Connors:

Is it to the point that you have organic webbing and other spider-like features?, impressive...

Spidey:

Thankfully, I'm not spewing acid or injecting poison. Otherwise, I'd be eating food that's been poisoned. I'm also not growing multiple limbs or an exoskeleton or eyes for that matter.

Connors:

That wouldn't be pleasant.

Connors looks around the sewer.

Connors:

I really need a new place

Peter:

Agreed

Peter walks he looks at Connors equipment, Peter talks to Connors who seems sane about what's happening with him,

Peter:

Dr. Connors, what's happening to you?

Connors:

I can't control it, I lose control to my "other side", and I don't want to hurt anyone. I swear. I'm trying to fix myself and recreate the antidote but I can't recreate it from here

His other side begins to control him before he gets the chance, Connors grips his head.

Peter:

Dr. Connors?

Connors:

It's taking over. It's impossible to control, I can't believe I joined them. I should not be with them. I'm not a bad person and I don't want to kill you.

Peter:

it will be alright, I will help you

But then slowly the Lizard persona on Connors begins to take over his mind slowly.

Connors:

Peter would cure yourself of your abilities after learning all that you can do? All the power you feel, would you give it up?

Connors gets up.

Connors:

Richard never let me look at his notes. He didn't trust me, he knew how I felt...incomplete, I dream of a world where everybody is equal and thanks to you, I can fulfill this dream.

Peter: how,

Connors turns to look at his computer and some files which Oscorp

Connors:

I will use the Ganali Device on the top of the tower, creating a cloud with the Lizard DNA to turn everybody to lizards.

Then Curt injects himself, Peter turns to look at him too late.

Peter:

Are you okay?

Connors:

You don't have to stop me or them. I will stop them and save lots of people making them like me. I can save all those empty souls.

Before Peter can talk, Ratha appears behind him and shots Connors. Connors falls to the ground, they leave him for dead. Peter is about to tackle Ratha, but he sprays him, Peter starts to feel weak and dizzy,

Ratha:

Do not worry, you will get better, it's just a Sedative spray. You will be alright,

Ratha then puts Peter in floor so that he can rest.

Ratha:

Peter listen, we need the research

Peter:

It got faults. it got faults

Ratha:

but its working on you. Did you ever wonder why you're the only perfect cross-species example? Do you have any idea of who you really are? The most impossible dreams are always the most magnificent. Beyond the dreams of your father, we need to go Peter, get up.

Ratha then tries to help Peter get up stating they must go. As Peter gets up, Lizard appears out of the nowhere, he tosses Peter aside, and he grabs Ratha from the neck. And bites Ratha head off, Lizard leaves. When Peter comes back to his senses he sees Ratha body in the floor without his head, he's horrified. But there are other stuff to take care of. Outside Lizard walks to the city, where the police surrounds him, they shoot at him, but the creature is not killed, then he injects them with a gas of Lizard DNA, turning them into Lizards as well. He begins to attack more of the citizens of New York, infecting them with the gas. Spider-Man gets out of the sewers. Meanwhile in a Helicopter.

Officer:

Sir, we've got 20 cops dead and many injured. There's also reports of that lizard creature turning others into lizards.

Capt. Stacy:

Well now don't we have a little werelizard epidemic on our hands. *Sighs* That's just great. Keep me updated.

Officer:

Yes sir

Back at land Peter calls Gwen

Peter:

You still at Oscorp?

Gwen:

Yes

Peter:

Get out of there

Gwen:

I can't. I'm almost done with the antidote,

Peter:

You have to get out now. Connors is on his way there. He plans on using the Ganali device to infect the entire city

Gwen:

There's still time. I'll get everyone out of the building.

Peter:

Gwen!

She hangs up, much to his dismay. Meanwhile we see Iron Man flying thru the city,

Stark:

There, let's see if that sandman will get into my systems now.

Jarvis:

Sir, sand removers are operational. All systems are a strong 90%. However, I still have a slight….slight bug in my vocal unit

Stark:

I'll take care of it when we get home.

Jarvis:

Yes sir.

Iron Man catches up with Patriot.

Stark:

I still can't believe someone stole my design, It's offensive with that Star in your chest.

Stark dodges the pumpkin bombs and bullets. He then fires at Patriot. Stark manages to get under the glider and rips a wire, causing the glider to malfunction. They land on the still under construction Stark Tower, some bombs out of the glider fall off. Bombs go off around them as the two men fist fight. Iron man then blasts at Patriot. Patriot gets sent flying. He lands next to his glider. Patriot jumps on and flies off.

Stark:

Get back here you coward!

Iron Man chases after -Man meanwhile tries to help other people to get to safety, then he sees Mary Jane among the crowd

Peter:

MJ over here

MJ:

No!

Peter:

Look I understand if you're pissed, if you don't want to speak to me anymore that's okay, but you need to get to safety. I will never hurt you and will never let anybody else hurt you. You have to trust me. I will not treat you badly ever again. You're my friend.

MJ stays silent, but follows Spider-Man. but she trips, then one of the Lizard gas devices falls next to her and she's infected, much to Peter horror.

Peter:

MJ

But before he can do anything to help her, Rhino attacks him,

Rhino:

Osborn, the Spider is here

Osborn:

Good. I'll be there when I can

Rhino hangs up.

Rhino:

Ready for a second match little Spider?

Gwen have everyone evacuate Oscorp, she grabs an Oscorp blowtorch device for protect herself. Spider-Man keeps fighting Rhino. Rhino tries to uses a series of punches, kicks and tackles but Spidey keeps dodging. He uses nearby pieces of rubble to smack Rhino repeatedly but Rhino shrugs it off and starts wailing on Spiderman until his suit is electrified

Rhino:

ARGGGGGGGGGHHHH

and the suit is deactivated as he collapses like a stone, then we see Coulson using an Suit disabler gun.

Spidey:

Coulson

Coulson:

Spider-man. Glad your back

Spidey:

Glad to be back

Coulson:

Keep going, me and my agents will help you

Spidey:

can I contact Stark?

Coulson:

Yes

Spider-man gets a hold of Stark.

Spidey:

First off I'd like to apologize.

Stark:

I already know kid. That symbiote, its sort of my fault i let that thing escape, So what's up?

Spidey:

Huh, i'd like to discuss that at a later date, but i want you to head to Oscorp and get an antidote from my friend Gwen Stacy, she's a blond girl, the antidote will help bring the Lizard and anybody infected back to normal. You should take care of the lizard.

Stark:

Where do I find the lizard?

Spidey:

He plans on going to the top of the Oscorp building. There the Lizard will install a device and insert his serum on it, which will develop a cloud which will infect everyone here, so you will need to insert the cure on the device and the antidote will cure the Lizard and anybody infected. I'll take care of my own copycat in the meantime.

Stark:

Sounds like a plan

Stark stops chasing Patriot and goes straight to Oscorp. Meanwhile the Lizard breaks into Oscorp, Gwen is hiding on the closet with the Ganali device, Lizard senses her and checks on the closet, scaring her, she tries to burn him, but Lizard simply grabs the device and ignores her, when he leaves the antidote is done. Patriot then sees Spider-Man swinging and goes after him

Patriot:

Spider—Man, your mine

Spider-man:

Did you have fun meeting your twin brother tin can?

Patriot growls at the remark. Some police officers at some helicopters see's Spider-Man

Officer:

Sir, we have Spider-Man

Capt. Stacey:

Good, this will be to bring Spider-Man into justice.

Osborn meanwhile grabs a brand new sword he's just invented.

Spider-Man:

Did you have that sword this entire time?

Osborn:

It's meant just for you

Patriot tries to stab him as Spidey swings but then Spider-Man then webs Patriot in the face, he lands on the glider, knocks him out of it and lands the glider to safety. As Osborn begins to recover, Spider-Man webs him to the walls,

Spidey:

Coulson will come for you, so just hang tight.

Meanwhile Stark meets with Gwen Stacy outside, as gets out from Oscorp. he stops her.

Stark:

Ms. Stacy, your friend said for me to take care of the lizard. You got the antidote?

Gwen:

Yeah, here it is.

Stark:

Thanks, stay safe

Stark installs the antidote in a compartment in his right arm. Iron Man goes up to face Lizard. Lizard is installing the machine, it's not yet activated. But Stark shots him, he collapses. And fights Lizard. The lizard gets on all fours and snarls. Stark starts firing at the lizard. The lizard tackles him and claws at the armor. The two fist fight. The lizard tries to strangle stark only to screech in agony as Stark burns his face. Spider-Man swings near the police, the Police tries to shot him, he dodges them, but then Stacy who is in his helicopter tazes him, and he falls to the ground and hits the road. The police gets down the helicopter, they handcuff him, Stacy takes out his mask, and Spider-Man attacks the police before they can see him. But then Stacy grabs a gun

Stacy:

Freeze

Police light shines on Peter as he's forced to turn around, revealing his face, Stacy is surprised.

Stacy:

Peter?

Peter:

Captain Stacy. You have to let me go. New York is in trouble.

Stacy:

but you're a..

Peter:

Please you got to let me go. The lizard is at Oscorp. Your daughter is there too. You have to let me go.

Peter grabs his mask

Peter: Don't judge a book by its cover. I'm the good guy. If I don't stop the black suited Spider-Man look a-like, they will keep divesting NYC, they won't leave NYC alone. I got to face him and save the city.

As he speaks to Stacy, Kraven grabs a Taser that fell off the officers when Spider-Man attacked, as Spider-Man is about to swing away, his Spider-Sense tingles, but before he reacts Kraven taizes him, he grabs his gun and is about to kill Spider-Man,

Stacy: Stand down

Kraven pins him down, he walks closer to Spider-Man he's about to shot him, but he's shot in the leg by Cap Stacy.

Kraven:

ARGGHHHH!

he collapses to the ground. Spider-Man slowly gets up.

Spidey:

Thanks

Spidey swings away. SHIELD agents comes to scene, where they meet with Stacy, who's hadncuffing Kraven.

Coulson:

Cap Stacy, I'm agent Coulson with Shield. We'll take Kraven off your hands.

Cap:

Fine. Head to the Stark Tower that's where Spider-Man is heading, I'll go with there too

As Sandman causes havoc, the people in there are wondering if Spider-Man can take care of them,

Citizen:

Where's Spider-man when you need him.

Citizen 2:

JJJ drove him into hiding that's what.

Citizen 3:

I hope he comes back and takes care of these guys

Spider-Man shows up, everybody cheers for him. As Stark Tower is next to the Oscorp Tower, Gwen looks at him and smiles, he lands on the webbing on the top of the Stark Tower Building,

Spidey:

Yo, look alike. Face me.

Venom strikes him, they end up inside the building, Spider-Man gets up, Brock unmask himself, and Peter is shocked.

Peter:

My god, Eddie!

Brock:

Hey Parker

Peter:

Brock you need to let me help you get away from that suit. It's dangerous.

Brock:

It's Venom now.

Peter:

Listen, i can help you, we can fix this somehow.

Brock:

You are so right. I'm thinking...humiliation. Kinda like how you humiliated me. Do you remember? Do you remember what you did to me? You ruined my life Parker, now I'm going to ruin yours.

As he speaks, Spider-Man uses this chance to strike. They fall off the building as Venom gains the upper hand, Venom webs up spider-Man in the chest, as he swings back into the building, Spider-Man tries to remove the black webbing out of his chest, he does, then he shots a web to a nearby building but he hits the ground. Meanwhile Iron Patriot manages to get freed from the webbing, he hops on his guilder and heads to Stark Tower. Meanwhile we see some of the mutated Lizard humans attacking, as SHIELD and the Police tries to take them down. The Lizard screeches as the bullets bounce off from his hide. He starts grabbing random objects and hurling them. He jumps on an officer and rips him to shreds. Spider-Man gets up, as Sandman shape shifts into a gigantic sandman, he tries to crush Spider-Man, but he dodges. Spider-Man swings back to the building, but Venom strikes him, he hits the building and falls again, but then Venom kicks him inside, Spider-Man lands on part of an incomplete structure that will form a floor on Stark Tower, he sees Sandman rising up as he growls, Venom shots some webbing on Spider-Man neck, as everyone watching the battle reacts in shock, especially Gwen Stacy. Sandman hits him once, and again and again.

Reporter:

I can't believe the brutality of the battle, perhaps Spider-Man won't last, and perhaps this is his end.

Gwen Stacy watches in horror at what could be his boyfriend death, meanwhile Iron Man who is still fighting the Lizard, looks at his building and sees Spider-Man being beaten to death, he KOs the Lizard hard and goes to help Spider-Man, Sandman hits again, Spider-Man is almost lifeless, one more hit and he's dead. But then Iron Man shoots a missile on Sandman head blowing it up. Then he flies down to where Venom is and punches him hard, he goes to help Spider-Man get up

Stark:

Kid you okay?

Spidey:

Been better. Thanks

But then Sandman and Venom returns, now joined by Iron Patriot,

Spider-Man:

Once this is over i will be geeking out that i had a team up with Iron Man

Iron Man:

If we survive, grab my hand

Spider-Man:

What?

Iron Man:

Grab it, i'll spin and you'll kick them.

the duo joins forces to attack the 3 villains, Spider-Man grabs iron man hand and they spin as Spider-Man hits Venom, Spider-Man then hops on Iron Patriot as he fights him. Spider-man and Patriot exchange a few punches and kicks. Spidey than dodges some gun fire and webs Patriots eyes and kicks him into a wall. Patriot shakes it off and starts firing again. As Iron Man uses his Repulsor in their propulsion mode for harden Sandman's body, Spider-Man keeps swinging back to the top trying to reach Venom as Iron Patriot Keeps chasing him. As Sandman knocks Iron Man away, He tries to attack Spider-Man by hitting him with his arm, but he hits Iron Patriot accidentally as Spider-Man dodges. Meanwhile Lizard wakes up again, he goes back to the top of Oscorp to install his device and activates it, Iron Man recovers,

Jarvis:

Sir, the lizard has just installed the device.

Stark:

Great. Coulson, get some back up to take care of the Sandman

Iron Man goes back to fight the Lizard. This time the Lizard strikes first before Tony can even react. He slams Iron Man around like a rag doll. Tony manages to break free from the Lizard's grip and starts punching him hard. As the battle keeps going, JJJ who is witnessing the fight with Spider-Man, Iron Patriot, Venom and Sandman

JJJ:

Parker, PARKER!, pick up and get me some pictures. *sigh* i need a photographer

No answers. JJJ notices a bystander.

JJJ:

You there, give me your camera

Bystander:

Nope

JJJ:

I'll give you a 100 bucks.

Bystander:

Deal

JJJ tries to use the camera.

JJJ:

Where's the film

Bystander:

Film costs extra

JJJ:

You little scalper...

Spider-Man and Iron Patriot keep fighting. Spider-Man webs Osborn again, and he rips a wire out of the Patriot armor neck shutting it off and rips another wire off the Glider, causing both Osborn armor and guilder to malfunction, he hits an nearby building, and falls to the ground, as People tosses trash and such to him, for the problem he's been causing with the Sinister Six. Spider-Man is inside the building, searching for Venom, nothing. he decides to get out and crawl swing around the building for find him, but before he does, Venom webs him by his fit and pulls him to an top floor as he hits his head on the celling of the floor he was pulled too, meanwhile an SHIELD Helicopter shoots missiles to the Sandman, apparently destroying him. and people cheer Iron Man keeps fighting Lizard. The Lizard roars and uses a pipe to smack Stark. Stark bends the pipe around the lizard and knocks him down. Meanwhile Coulson and Cap Stacy arrive at Stark Tower.

Gwen:

Dad you have to help Spider-man

Stacy:

Gwen you have to calm down

Gwen:

You dont understand!

George:

Gwen, I know your boyfriend is a man of many masks. I'm here to help.

He looks at the SHIELD Agents

George:

Drive her home so she can be safe.

As Gwen is taken to the SHIELD vehicle.

Gwen:

Dad make sure Peter is okay

George:

I promise

As Iron Man gains the upper hand on the battle, he goes up to the Oscorp needle, he takes out the antidote out of his armor, as he takes out the Lizard serum and replaces it with the cure, Lizard crawls the needle and grabs Stark by his leg crushing the propulsions from his feet, Iron Man and Lizard almost fall as Stark hangs from the device, the machine shots to the sky an cloud, Lizard grins but his grin disappears when he sees its blue, an particles lands on his face as he screams

Lizard:

NOOOO!

And he falls, Stark falls too from the bulding, but he see a hand holding his arm, Connors is back to normal, with the little strenght he retains, full Iron Man up, just before his arm dissolves.

Stark:

Um...Thanks?

Connors:

Thanks for the cure. I couldn't control it.

Stark:

Thank that blond girl who made the cure as well.

Connors:

I can't believe I did all of this. I killed a man and tried to turn everyone into monsters. I should be jailed.

Meanwhile most of the people that were turned into Lizard, MJ included, are reverted back to humans, as SHIELD agents goes to check on them. On Stark Tower, Venom punches Spider-Man.

Venom:

Poor, lonely Spider-Man. Its pathetic how alone you are and it's pathetic that you want to find out about your parents. You're pathetic

Then he tosses him to a lower floor, then he webs him on the structures of the building, he grabs an nearby spikey metal object and hits Spider-Man with it

Venom:

Never wound, what you can kill

Venom hits him again, unmasking him.

Spider-Man:

Brock, the suit...you have to take it off, I knows how it feels like, the power, everything, but you lose yourself, let it go..

Venom:

Oh I already figured that, but I like what its doing to me. Now you're going to die here, alone

Venom gets ready kill Spider-Man with the spikey metal Object but then shot guns are heard and the object is shoot off his hands, he looks at Captain Stacy

Stacy:

He's not alone

he keeps shooting at Venom, but Venom webs his gun and tosses it aside, hitting some tubes that fall to the ground, the sounds they make as they hit the ground affects Venom, Peter remembers how he got rid of the suit and gets an idea, when Venom calms down, he with his long fingernails/claws, stabs Captain Stacy and tosses him aside, as he falls to a lower floor,

Spidey:

Cap Stacy!

in fury Peter tries to break loose from Venom webbing, Venom is about to attack him, Peter breaks free, shoots a web to the spikey metal object, grabs it and hits Venom, then he grabs the tube and hits one with the other affecting Venom., the he stabs the tubes into the ground causing more sound waves that affect venom, then he grabs more and more of the tubes and stabs them to the ground sorrowing Venom, then he grabs another tube, hitting the circle of tubes sorrowing Venom, the symbiote is weakened, as it begins to slowly to free Brock as he screams too, Spider-Man shots a web on Brock back and pulls him out. When Brock is out, the symbiote growls, Peter turns to look at it. The Symbiote attaches itself to Peter arm it tries to re-bond with his former host.

Peter:

No. no. no.

Outside Coulson enter the Stark Tower and goes up to help. meanwhile Spider-Man fights with the symbiote as he tries to avoid getting re-bond with it. Spider-man keeps making noises and dodging the creature's tentacles. Despite getting angrier, it's slowly getting weaker. the circle of tubes sorrowing the alien, the soundwave weakens the creature again as Peter hits the tubes again. freeing himself.

Peter:

Now what?

Peter looks down to his right and see's one of Osborn bombs which fell during his battle with Stark, he grabs it and activates it,

Brock:

Peter! what are you doing?! Noooooooooo!

Peter tosses the bomb to the alien, Brock jumps to the alien in an attempt to rebound with it, Peter tries to save Eddie

Peter:

Eddie!

but it's too late as the bomb explodes completely destroying both Eddie and the Symbiote, leaving no trace of any of them. Peter simply stares at the scene. Sandman who is behind Peter witnesses all this. Peter lets go of the tube as he looks at where the symbiote exploded, then he hears

Sandman:

I didn't want this, but I had no choice

At that moment Coulson makes it to where Spider-Man is, the battle is over but he watches Peter talk to Sandman.

Peter:

We all have a choice. You even had a choice when you killed my uncle.

Flint:

my daughter was dying, he needed money, i was scared. I just wanted your uncle's car, but he told him to drop that gun and go home, I eventually realized he was just trying to help me, but then my partner came with the money, startled me and i accidentally pulled the trigger of his gun. My partner left in the shock of what happened, I did something terrible to you. Every night I have been wishing to take back that day, I'm not asking for forgiveness, I just want you to understand.

Peter:

I did terrible things too

Flint turns his back as he looks down, he then looks at his locket

Flint:

I didnt chose to be this..

Flint looks at Peter

Flint:

All i have now Is my daughter

Peter:

I forgive you.

Marko is touched by Spider-Man's compassion, he shapeshifts and flies away.

Coulson:

Mr. Parker, my condolences

Peter turns to look at him.

Peter:

Thanks.

Coulson:

Who was the Sandman?

Peter:

Flint Marko. Why?

Coulson:

He doesn't seem like a bad guy. Perhaps I can help him out and try my best to erase his criminal record and see if SHIELD can help him with his daughter.

Peter smiles, Coulson turns to leave, but before he does.

Coulson:

Where's Captain Stacy?

Peter:

Oh god...

Peter and Coulson goes to the lower floors of the building and they find him bleeding, barely alive. Coulson grabs a radio.

Coulson:

I need SHIELD paramedics to get to the 15th floor of the STARK tower.

Stacy looks at Peter.

Stacy:

What happened to the Sinister six?

Peter:

Dont worry, They've been taken care of.

Stacy winces in pain as Peter tries to move him.

Stacy:

erghhhh...

Peter:

Stay with me. Help is on the way

Stacy:

No, it's my time

Peter:

No it's not. You're just in shock

Stacy:

I was wrong about you. This city needs you. Your gonna make more enemies, people will get hurt. Sometimes people closest to you. Peter, I want you to promise me something

Peter:

Of course.

Stacy:

Leave Gwen out of it. I know it's not fair but it's for your safety. Promise me you'll keep her out of it.

Peter looks down.

Stacy:

Promise me

Peter:

I promise.

Stacy closes his eyes as he dies, Coulson goes to check his arm, no pulse, and he's dead. Peter screams, he calms down and overlooks at the city. In the aftermath of the battle, we see SHIELD and Iron Man helping some of the people that were cured from the effects of the Lizard serum. Spider-Man meets up with the cured MJ.

Peter:

MJ?

MJ:

Peter

The two hug.

Peter:

I'm so sorry about everything

MJ:

Its okay...its okay...

MJ notices Peter's sad look.

MJ:

What happened?

Spidey:

Gwen's dad died.

Meanwhile in the Daily Bugle TV news, they discuss about the aftermath of the battle,

Reporter: As you can see, Iron Man, Spider-Man and the police are all working on the cleanup. There are many casualties and many more injured. Also, those infected by the lizard where cured by a cloud and are recovering. Spider-Man wasn't up for an interview. The same with Mr. Stark. I don't really blame them. Most of the Sinister Six have been taken to custody. The known survivors have been identified as, Curt Connors, who is identified as the Lizard, Reality TV star, Kraven the Hunter, Aleksei Mikhailovich Sytsevich who was known as the Rhino, and Oscorp CEO, Norman Virgil Osborn identified as the Iron Patriot are now on custody, Osborn refuses to do any interviews on his involvement on the battle and he hid his face so that nobody can see his disfigured face, Osborn may be suffering of some mental issues. As for the Iron Patriot armor, it was taken by Tony Stark.

Peter returns home to Aunt May, she's shocked to see him looking beaten and bruised.

May:

Peter what happened?

Peter pulls a carton of eggs out of his backpack and hands them to her, she hugs him.

May:

Everything is gonna be alright..

Peter:

I had literally a rough night.

Date: October 9, 2010.

Its George Stacy Funeral, Peter is outside looking at the church where the funeral is held, but out of guilt can't bring himself to attend and returns home.

Date: October 10, 2010.

Someone knocks at Peter doors, Peter opens the door of his house its Gwen with bags.

Gwen:

Peter where have you been

He looks away not answering, and Gwen starts to get her eyes with tears.

Gwen:

My father's funeral just happened, most of the people she knows attended, even MJ, Flash. but not you.

Peter looks away, not answering,

Gwen:

I need a place to live. I can't live on my on in an apartment nor can I pay rent. I was hoping if maybe

Peter:

I'm sorry Id like too, but you can't

Gwen:

What?

Peter:

It's for your own safety Gwen.

Gwen:

But….

Peter:

I'm sorry but I can't see you anymore.

Gwen doesn't say anything. She grabs her bags and walks away. She then stops and turns to face him

Gwen:

Did my dad ask you to stay away from me? To keep me safe?

Peter doesn't answer her.

Gwen:

I figured.

Peter:

Did you call your mother?

Gwen:

My mom doesn't want me. Nobody does.

Gwen storms off. Peter looks down and enters his house, as Gwen stays on a bus stop waiting for a bus to pass by. Inside the house

May:

Peter was that Gwen?

Peter:

Yes

May:

What's wrong?

Peter:

With her father..gone, she now needs a place to stay. She asked to stay here and I said no.

May:

Why not?

Peter doesn't answer.

May:

Peter, you need put the needs of others before yours. I raised you to be a selfless person and I certainly am. The poor girl has no place to stay so she's staying whether you like it or not.

May goes outside

May:

Gwen you can stay

Gwen:

What about Peter?

May:

This is my house. You can stay here.

Gwen simply enters and she then bawls her eyes over the death of her father as May confronts her, Peter looks away. Later that day. At his house, Peter looks at his phone and remembers the message his uncle left him before he died, he listens to it

Ben:

"Peter, I know things have been difficult lately. And I'm sorry about that. I think I know what you're feeling. Ever since you were a little boy, you've been living with so many unresolved things. It been like 10 years since his parents left him, well, take it from old man, those things send us down a road, they make us who we are. And if anyone's destined for greatness, it's you, son. You owe the world your gifts. You just have to figure out how to use them, and know that wherever they take you, we'll always be here. So, come on home, Peter. You're my hero, and I love you."

Date: October 11, 2010.

As the message plays we see a montage of Peter looking at various Spider-Man merchandise in the suit, People have action figures, shirts posters and even costumes of him. When Spidey sees people, they cheer for him. Then Peter passing thru a TV shop, on some of the TVs displayed,

Reporter:

Right now nearby Ground Zero, a car chase is in progress. A thief that stole worth of 10,000 in a diamond store.

Peter smiles, goes to an alley and switches to his Spider-Man costume and swings thru New York heading to ground zero.

Date: October 29, 2010.

After a long day at Ryker's Prison, Connors enters back his cell as he prepares to sleep, but then he realizes there's a man inside waiting for him.

Gustav Fiers:

Did you tell the boy yet?

Connors:

Tell him what?

Fiers:

Have you told Peter about the truth about his father?

Connors:

No.

Fiers:

Well, that's very good. So we'll let him be for now.

Connors:

You stay away from Peter or else.

However, Fiers has vanished.

Date: November 3, 2010.

Location: Alaska

In Alaska we see a truck driving by the snow forest, the driver looks at the man who is looking outside at the window, the truck stops, the door opens as the man leaves to the forest. then he goes to the mountain area, where he leaves his backpack behind, he keeps crawling the mountains as the wind starts to get strong, then he keeps walking, as he suddenly reaches a cliff, he falls to his knees, looks at the sky as he removes his goggles, the man is Bruce Banner. He grabs his gun, intending to commit suicide, but then his eyes turn green, then he turns into a green monster, the monster hits his fit on the ice, he looks at the gun in his other hand and crushes it, as he roars. As the icy cliff crumbles to the ground.