It had been several weeks after the attack of the Dark Phoenix. Most of the heroes had recovered half of their strength; however, The X-mansion was still in shambles. With all that happened, Iron-Man spent all of his time in his lab searching for Doctor Doom, and even aiding SHEILD in their search.

They were on compete high alert. There was no telling what they will strike next. Searching hideouts and embassy's, and even abandon labs they tracked the villains movements.

"Your spirit is quite admirable little girl, coming to see me like this." You know not most cops would have the guts to do this or even live to see another day." Kingpin greeted.

"Save it, your threats don't scare me. And besides I have some questions for you." She shot back.

After all that's happened, Chun Li went to visit an old foe as the Kingpin of crime sat there with cocky grin. Two armed guards stood at the main entrance as backup for the young officer. Knowing full what how dangerous Kingpin was, any word or anything he does could be disastrous.

"You made deals from Shadaloo to Latveria, Doom's home country, right?" she inquired immediately.

He clenched his fingers, "Little lady, I made deals to all sorts of good investors. I hardly keep track, so much my men does, so little time."

"Yes, so it seems, but from what gathered, Doctor Victor Von Doom had supplied you with his own technology to rule over New York criminal underworld."

"Humph, that metal faced loser. I am my own man; Doom is nothing more than a pawn. If I wanted to rule the world, I would have done it right about now, and you would be my loyal slave girl."

"Aren't you full of yourself, considering the fact your all locked up."

Kingpin twitched his finger side-to-side, "You're the one who is naïve. I still have power all over, even if you don't see it from the inside and outside."

Chun Li had replied, "You're so cocky, but I think we all know that's a load of Bull. Spider-Man and I already rounded up most of your men and your lieutenants."

"Yes, it's been on the headline. Your alliance with the web slinger had made you stronger." Kingpin taunted. "But the question is how strong can you be, is there limit to your limitations, what lies behind that pretty young mind, what drives you to the extent of insanity, how deep is your partnership or relationship with Spider-Man?" he smiled with evil intent in his eyes.

"Thanks for the info, but now I think our time has passed." She almost felt consumed by his tactic, but she kept her cool. Now she wondered how Peter was doing on his part.


"So any luck on your part?" Peter asked.

She shook her head, "No, Kingpin and Doom are not exactly on speaking terms. He just toyed with my emotions a little, so what about you?"

He done the same, "Most of the warehouses were pretty clear; after that I going to go visit and old college professor of mine. I learned a thing or two about more neo-genetic."

"Isn't that professor you told me about with the one arm?"

"Yeah, that's him. He's only in town for a couple of weeks after being in Florida for so long. He performed a lot of experiments on animals, mostly lizards and their reproductive organs. I can introduce you to him sometime."

"So Peter, how the new teaching job working out for you?" Kurt inquired multitasking.

"So far, so good Dr. Connors, it puts bread on the table. Thanks again for the recommendation." Peter says looking through the microscope.

"You've been one of my best students Peter, and even helped me out. It's the least I can do." Kurt continued to analyze the tiny lizard for research and Peter aided him. Despite some massive setbacks, he never gave up on his research. So like Mr. Fantastic, he became dedicated to his work. "I also hear that you got yourself and new girlfriend."

"Yeah, we're quite close. I help her out with her investigation. My photos really come in handy."

"You should really think about expanding your career. With enough credits, you can graduate with honors, just like high school."

"Thanks Doc, but I haven't really thought about any lab jobs. I've been too caught up with my work, and not just at the Bugle."

Kurt laughed, "You remind me a lot of myself back in the day."

"That would be the last piece of the component right?" he said.

"Yes, so this neo-genetic experiment will work out well for everyone."

He spotted sudden flaw in his research, but he didn't understand after getting the parts right. He began to feel some anger surface inside of him. The Lizard hissed through his brain. Now he wasn't sure how long he could hold back the beast inside. "Sorry Parker, but we're going have to cut our session short for today. I need some time to look over this."

Peter left without questions, but remained cautions. As Spider-Man, he knew about his disease of the Lizard, deep inside, so he kept a spider tracer on his lab coat. Even if he had him under control, he still feared for his mentor.

Kurt felt the monster grow unstable. His hisses echoed through his mind. It affected his brain eating away like deadly bug, causing him to lose control of his body, knocking down many bottles and containers. Luckily, he still had a secret to dose hold back the Lizard, but for how long.

"Billy…" he muttered to himself. "If only I could have done something, then you would not be suffering like this, just like your mother."

The professor moaned over his only family, face down, bedridden at the General Hospital through his phone. Since the death of his wife, he felt useless not being able to protect him. And his work had become a burden upon them. He had many serums ready, but they were not tested, and he didn't want his family to end up like him. Then again, he thought if he could temporary cure his lizard disease then maybe it can help his family. So he thought.

He needed to get out. He ran as fast as he could out of the hospital. His body became unstable causing him to drop his remaining formulas. Its roars rammed through his mind. Before he hit a dark ally, rages consumed him as he started to transform against his will. Now the Lizard was back.

More vicious than ever, the Lizard started adapting more into the shadows. He even nearly slew a criminal trying to mug and old lady. New York became the Lizard's personal jungle playground.

Staying behind at the university labs to do some research, the spider sense went off rapidly like a fire truck siren. Peter and Chun Li quickly checked the lab and found it ransacked like someone of something had broken in. Chun Li asked, "What happened here?"

Peter eyes grew big on the shock of the outcome. "Oh no, this isn't good." He feared. "Chun Li, I believe I told you about the beast hidden inside of him? Well after so much research it's now at point where the beast is completely unstable. And Lizards tents to eat their offspring with no remorse whatsoever, which means…that?" he paused as though came to mind.

The Lizard found Billy still lying in bed peacefully. He hissed in silent awaiting to devourer his son. Inside his teeth, Kurt still fought the Lizard deep inside, despite it taking over, Billy was still is son. Instead he abducted him from the hospital.

Having following much instincts, Spider-Man and Chun Li followed the Lizard through the New York zoo. There he had multiple reptiles from snakes, cobras and crocodiles at his command through telepathy. Billy was now the center of attention. The Lizard attempted to eat him, for the beast to completely take over, since he knew Kurt was still fighting back.

"Hey…Lizard, boy did I miss you. I see you're just as ugly as ever. And you even had grown passed puberty." Spider-Man poked fun at the Lizard. "All the same, live human beings are not on the menu today. Have you ever considered going on a diet?"

The Lizard snapped his arm forward commanding his army of reptiles to attack. And without hesitation, he launched at Spider-Man for deadly assault. Spider-Man parried each claw thrown at him. "Chun Li, get Billy out of here. I'll hold him off."

"Dr. Connors please, I don't want to fight you, but you have to fight, it. Not just for Martha, but for Billy sake as well. You're all that he has and he needs you." He tried to reason with.

The Lizard was more ferocious than ever, attacking Spider-Man with sharper claws and longer tail that became a whip. It had become difficult for him to land as many hits as before. So Spider-Man decided to rethink his strategy, while still enduring the pain from the slash of his claws. "Catch me if you can scale face, or are you too slow?"

Even if Billy was the Lizard's meal, Spider-Man was his main target. And after he destroyed Spider-Man, Billy was next. The raging beast pursued its target with stealth. "Man, he really needs to chip his fingernails once in a while." Spider-Man muttered in pain.

Before his spider sense could go off, Lizard caught Spider-Man from behind and sunk his fangs inside of him like a vampire. "Now if only I could time it right. Sorry about this Doc."

Without a second thought, Spidey webbed himself along with the Lizard. It didn't take long for him to jump upside for an intense pile-driver and escape.

When the smoke had cleared, the Lizard had turned back into Kurt Connors. Out of all the battles with the Lizard, this was the most intense. He had sustained so much damage from the outcome.


"Thank you for helping me. Once again I feel like I troubled you for this." Connor said still weak from the Lizard. "Is my son…?"

"He is safe Dr. Connors. I made sure of it." Chun Li replied.

"I owe you my life Chun Li, once again thank you." Connor says. "I attempted to cure myself completely of the Lizard, but failed numerous experiments. Soon my wife and my son became expose to too much from my work, and they got cancer. My wife was the first to go, and my son was next. I could not let that happened."

"So you intended to use your formulas in hopes to cure his cancer or at least temporary cure it?"

"Yes, because I feared the worst to happen, it I ever became to the point of blind rage." Connor glanced at his unconscious son. "But I'd kill myself, before I ever take my son's life."

"What will happen after you go back to Florida?"

"Billy will live with his aunt, and will be under her care. I only prey that he will survive his cancer, so if I die, I'll be happy knowing he'll live on." He placed his hand on Peter's shoulder. "Peter, use everything you know to benefit mankind, also graduate from the university, and don't make the same mistake as I did."

"Peter nodded his head, "I will Dr. Connors."

Dr. Connors left for his taxi. "Well take care you two, and watch you back."

Peter watched Connors drive off, feeling much empathy for him, having learned so much from him, he almost didn't want him to leave. Chun Li held Peter's back. "Come on, I'll tent tour your wounds."