Around a week later, Peter found himself in a serious situation after confronting Connors while Elli found herself in an equally curious predicament. Peter had brought home a spider like the one that bit him and it got her, giving her similar powers to the ones he'd been perfecting.
"What have you done, Parker?" Elli ranted as she felt her skin crawl at the many stimulants surrounding her. "I'm pretty sure I told you not to bring anything that could infect the rest of us home," she added as she let out a long sigh.
Peter shook his head, "I didn't want to but Connors has turned himself into a Lizard and I needed help. I was hoping for Gwen but you're probably the better choice," he shared as he glanced at her, sympathetically.
"I appreciate your confidence," Elli replied, 'But, I don't have the time you had to adjust to these powers before we face this Lizardman. You'd be better alone," she stated, her tone showing how exasperated she was.
Peter shook his head, "You'll be great. I promise," he confided his faith in her with his words. "Just follow my lead," he instructed as he raced out the window, causing her to sigh as she followed him.
Peter led her into the city where they found the Lizard destroying parts of the city. "I'll distract him while you sneak up on him and administer my cure," he gestured as he passed her a vial attached to a gun.
"I don't know how you can have so much faith in me," she replied as she took it, shocked as she moved in her suit that he'd made.
Peter had made it with the intention of Gwen wearing it, but Elli was a similar size and she filled it out just fine.
As Elli moved across the street lights trying to get a hold of Lizardman, she noticed George had arrived with his squad.
"Put down anything you two are holding and put your hands up!" George yelled as he took in the sight before him, surprised to see two vigilantes.
Elli raised her hands as she placed the gun down while she watched Peter lift his mask just as the Lizardman make his escape.
"Captain Stacy," Peter began, "I'm just trying to keep this city safe along with the help of my friend," he gestured toward Elli, "Elli Beckett is new to this life but she can be just as helpful as me. Please, let us help," he pleaded with the Police Captain as he glared into the man's eyes.
Elli was glad she couldn't see George's expression as she stood awaiting his response.
George Stacy glanced between Peter and the masked vigilante he knew was his girlfriend before he replied, "Alright, you two can go handle this Lizard freak while we take care of things down here. I'm coming with you two," he added as he felt Elli wrap her arm around his waist before she spun her web at the building closest to them to pull them to the location where the Lizardman was planning to unleash a virus that would make everyone like him.
Elli wasn't experienced enough with her new powers as she felt tossed from the building by the Lizardman, leaving George alone with the villain.
Once Elli reached the roof again, she saw George on the ground, bleeding while Peter was reasoning with the Lizardman.
"You're going to be ok," she urged as she attempted to pull George off the roof to get him medical aid.
George shook his head, 'Baby, it's too late for me," he stated as he gasped to catch his breath, "You'll be ok. I promise," he stated as if it was a fact.
Elli held back her tears as she replied, "No, I won't. You're my person," she shared, "How am I supposed to go on without you?" she questioned as she attempted to hold back her sobs and keep her reaction to modest tears.
"You will," he challenged through gasps, "I'm too old for you anyway, babe Go find a young man who can keep up with you. For me?" he begged her as he felt himself fading, even against her protests.
Elli was no longer able to hold back her emotions as she let them loose, "George Stacy, stay with me," she said as if it was an order, "I can get you down to help before you die. They can help you. I know they can," she pleaded as she watched him shake his head.
George reached up and placed lips to hers before he pulled back and spoke, his voice almost a whisper, "It's too late for me. Be the hero that this city needs, for me," he pleaded as he released her from his kiss as he felt the life leaving him.
She sobbed as she held onto him until he was gone.
Peter returned to her side once he'd handled the Lizardman, "Did he make it?" he asked, causing her to shake her head.
"I have to live on for him," she replied as she released him from her grasp, trying to suck in her tears, "Please take care of this because I can't," she added as she jumped from the rooftop.