(A/N: I do not own Spider-Man. That right belongs to Sony.

Also, a couple of responses to some reviews I've been getting.

To the one guest who left the review about the spider bite, no you didn't misread. I changed it from neck to the right hand. I honestly can't believe I didn't remember that. Been a bit since I've seen or read any Spider-Man origin stuff, I guess [Or maybe just a tendency to skip intros]. I suppose I just thought the back of the neck was a more obvious place for some reason. Either way, thanks for the catch

Also, to the one other reviewer who made the suggestion about me combining some chapters, yeah. I've gotten that suggestion before and it does make sense. I wrote a large portion of the chapters before I published the story so I just uploaded a lot of different scenes [A lot of which were pretty short] as separate chapters for some reason. I don't know why, I just did. Though as you've noticed I've tried to write longer ones lately. While they can be stressful [Since action scenes aren't entirely my forte if you couldn't already tell. I'm more of a drama guy], it's not that bad. I'm just of the mindset of what's done is done, honestly and don't see an immediate need to change it as I don't think it has that big an impact on the storytelling. Really appreciate the suggestion though.

Anyway, apologies for the ramblings. Just really felt I should've gotten those out. Enjoy the chapter).


Harry Osborn, or at this moment the new Green Goblin, impatiently paced back and forth in the ESU Lab. In the corner of the room, Martha Connors was looking after her husband after he was thrashed by Harry some time ago. She had wanted to take him to the hospital but of course, that wasn't going to happen because Harry knew the moment they were out of the door, they would have gone straight for the police so they were stuck where they were. At the same time, Gwen was sitting in front of a lab desk, watching her ex-boyfriend pace in a huffed rage.

The still masked redheaded boy looked over to a clock and saw it was 5 minutes away from the hour mark since he had called Peter. He breathed in and out as his blood began to boil.

"Well…I guess I was wrong, Gwen. It looks like he doesn't really love you after all and that means you might have to be turned into a pretty little spider after all" Harry said, stopping in his tracks as he looked down at the blonde through his mask.

"Harry…please stop being angry for one second and listen to me" Gwen said, trying once again to talk some sense into her friend. When he just stared at her without saying a word, she took that as an invitation to keep talking.

"...I am truly, truly sorry…about everything, Harry. I never should have led you on. I should have just told you how I felt about you the day you asked me to be your girlfriend. I have no excuse other than the fact that I was so heartbroken over seeing Peter and Liz together. It…it wasn't easy and I just felt that maybe if I was in a relationship, I could maybe get over Peter…it obviously didn't work" Gwen said, looking down at the tiled floor. Once again, Harry said nothing so she continued to talk.

"But you honestly can't really think I don't love you, Harry. I really do. Maybe not in the way you want me to but it's still love. When I was concerned about you being on the green, it wasn't because you were Peter's best friend, it was because you were one of the best friends I've ever had. You and Peter were there for me when no one was else. You guys were my only friends for a long time. The both of you were practically family to me" Gwen said, pouring her heart out to Harry, desperately trying to get him to see reason while he just remained stoic as she continued.

"And when…it happened, I stayed with you not just because I felt guilty but because I knew you were hurting and needed support. I even steered away from talking to Peter even though it was clearly something I didn't want to do. That's because you were one of the best friends I ever had and I hated seeing you in pain, just like I hate that you're in so much pain now. I know you feel betrayed and for good reason but you honestly think you're all alone in this world? Because that's clearly not true and I just want you to understand that" Gwen said, finishing as she breathed in a gulp of air as she stopped talking.

At first, Harry didn't respond. He just continued staring down at Gwen. She didn't really know how to read him as he was wearing a mask but she hoped he was reconsidering this whole thing and finally seeing that there would be no good that could come out of what he was doing. Finally, she could hear a faint sigh from behind Harry's green mask.

"Gwen…all my life, I've been one of either two things to people: Some snobby, spoiled rich kid that hardly anyone wanted to have anything to do with or just a plain disappointment when compared to my brilliant, genius dad or to 'Perfect Peter Parker'. I transferred to like 3 different schools before I ended up at the same elementary school as Peter and he was the first ever person to see me as just…me and not some genius scientist billionaire's son. He made me feel special in a way I hadn't felt before and that was before I met you. Not only were you one of my only friends, you were the first girl to ever voluntarily want to talk to me and get to know me. The both of you were all I ever had and when you agreed to be with me, I finally felt for the first time ever…truly and utterly happy. It was a feeling I never felt before, even when I was on the football team and I never wanted to let it go….that all changed the moment you and Peter decided to conspire against me and leave me like I was just some disposable toy" Harry explained as his tone grew darker as he continued.

"Harry, I never meant-" Was all Gwen managed to get out before she was cut off.

"That was the biggest stab in the back I had ever experienced. At that moment, I realized all the things I had been truly happy about were a lie. My so-called 'best friend', my 'girl'. They decided their own happiness was more important than my well-being, especially when I was going through an extreme mental crisis since I wasn't even sure if I was the Green Goblin…but it didn't matter. All the two of you wanted was each other. To make matters worse, when I was grieving for my dad just as he was starting to feel proud of me, you weren't at all upset to see me in pain, you were just sad because you felt trapped by me and couldn't be with the 'love of your life'. My grief was just something you had to put up with and you hated every single moment of it no matter how much I tried to be a good boyfriend to you. Well guess what, Gwen, I'm done listening to both you and Peter. I wish I didn't have to involve you in this but really…maybe you'll finally understand some shred of what I feel when he's killed right in front of your eyes…assuming he even comes, that is" Harry said, finishing his rant as he resumed pacing back and forth.

Gwen didn't say another word after this as she looked at one of her best friends shove away her assertions that he cared. It was clear at this point he was too far gone and it honestly broke her heart to see him in this much pain, knowing she had a hand in leading him down this path. She didn't even really care that he was threatening to turn her into a giant spider, she was just too upset at how mentally ill her ex-boyfriend was.


*Meanwhile, on top of the ESU Lab building*

As Gwen pondered about Harry's sanity, unknownst to her, two figures watched the whole scene unfold from above. Leaning over the edge of the skylight of the lab, Black Cat and Firestar watched as the new Green Goblin was pacing back and forth, walking ever closely to the glass tank that held the giant mutated spiders every time he paced.

"Welp, it's official: All Osborns are crazy as hell" Black Cat said as she witnessed the scene, seeing everything from the helpless blonde sitting on the hard tiled floor from the two scientists cuddled together in a corner of the room.

"That's something I'm becoming increasingly aware of," Firestar said. Despite her words, she couldn't help but feel a tinge of guilt, knowing she played a small role in this. When she was a prissy, stuck up cheerleader, she treated Harry like she had treated all 'nerds' back in those times: Like he was a pile of dirt. If only she and her friends had been a bit nicer to him, maybe even befriended him…maybe it wouldn't have come to this.

"Alright…so we have to do a sneak attack on him first and then get Gwen and the docs to safety" Black Cat stated, setting out a small mission plan.

"Got it. Though how exactly do we do that?" Firestar asked, raising an eyebrow towards the white haired former thief.

"My suggestion is one of us does the sneak attack and keeps Osborn busy while the other gets Gwen and the Connors out of here. That way they won't get caught up in the crossfire while we're taking down Osborn. The person that does the sneak attack should probably be me because I've had lots more experience in this sort of deal…no offense" Black Cat said, smirking a tiny bit at the Latina heroine who just rolled her eyes.

"I think I recall your former occupation called for a lot of 'sneaking around'" Firestar said, giving an unimpressed look towards the older girl.

"Yeah, yeah, yeah, I was a bad girl then. Sue me. Anyway, be ready to drop down and make sure they get out alright" Black Cat said, confirming their roles. Firestar nodded in agreement.

"Got it…it feels kind of weird honestly. A few weeks ago, we practically hated her for trying to steal Peter away at the Silver Spoon and now here we are trying to save her" Firestar said, shaking her head.

"Life comes at you fast, my friend. Anyway, see you on the flip side" Black Cat simply responded, getting ready for the upcoming action as she got her claws out.

As quiet as she possibly could be, she used her claws (Which were strong enough to be glass cutters) to cut out a small but big enough hole for her to go through. She used her adhesive gloves to place the cut out glass to the side so it wouldn't fall to the ground and alert Harry to their presence yet.

In a short amount of time after, she was hovering down the lab on a rope much like she was when she first went to the ESU lab to steal the symbiote. Harry was just pacing back and forth, too caught up in his own mind to notice anything else going on.

However, simply because he didn't notice didn't mean no one else did. Gwen lightly lifted up her head and saw the vigilante coming down from the ceiling. Seeing this, she let out a soft gasp.

Hearing her cough, Harry stopped pacing and looked down at her. Seeing this, Gwen started fake coughing.

"Sorry" The blonde said in between coughs, covering her mouth with her hand "I sucked in my own spit"

At this, Harry rolled his eyes behind his mask and just resumed pacing. At this point, he was fresh out of patience. It was nearing an hour and there was no sign of Spiderman. He guessed both him and Venom were wrong about him still having feelings for Gwen. The redhead started walking towards the glass tank filled with giant mutated spiders.

"Well Gwen, I'd say time's about up. Believe it or not, I kind of feel bad having to do this…but really maybe it will teach both you and Peter a lesson when you turn your back on someone who's supposedly your best friend" Harry said, removing the lid from the tank.

As the new Goblin began to reach in and grab a spider, he felt himself being forced down to the ground on his stomach. He was able to turn his head and saw that Black Cat had pounced on his back.

"You!" Harry yelled out.

"Hi, Osborn. I really have to advise you to give up and surrender. Otherwise, I'll have to give you a pretty nasty makeover" Black Cat, displaying her claws right to his face.

"No chance, Hardy!" Harry exclaimed, sending all his strength towards his back as he managed to throw Black Cat off.

The white haired woman managed to flip and land on her feet as she got up with ease. Harry then began to charge at her but with her fighting skills, she jumped up just as he was about to collide with her, grabbed him by the shoulder pads mid-air and threw him across the room towards a corner of the lab. He landed on the ground with an audible thud, letting out a groan as he did so.

This gave Gwen an opportunity to get up and run towards both of the Connors. Curt was still recovering from the injury Harry had given him.

"Are you okay, Dr. Connors?" Gwen asked, worriedly.

"I'm alright. Just a sprain I think. It'll heal soon. Enough about me though, Gwen, you've got to get out of here" The blond doctor said.

"No, I'm not leaving you behind" Gwen said, shaking her head.

"You won't need to" A familiar voice said, suddenly appearing behind Gwen and the two doctors. They all looked up to see the new superhero Firestar hovering above them, inching downwards from what appeared to be two small fire streams coming out of her hands until she dropped softly to the ground.

They weren't even given a chance to speak when the fire based superhero said "The three of you need to get out of here. We'll handle Osborn. Go straight home, lock the doors and don't open the door for anyone"

"But…what about you? Do you guys need help? I can call in my dad and-" Gwen said before she was interrupted.

"We'll be fine, Gwen. I promise. Harry's too far gone to risk anyone else coming in. They could end up very hurt" Firestar sternly said, firmly rejecting Gwen's proposal.

There wasn't much Gwen could say to this. She was right as much as she hated to admit it. Harry had gone off the rails, more so than he ever had when he was first on the green. Who knew who else might get hurt?

"Well…ok…please be safe" Gwen said to the Latina superhero who just nodded and turned around to focus her attention on Harry who was still recovering on the ground.

"Come on Curt, let's get out of here" Martha said, helping her husband off the ground from the right side of his body. Gwen helped too, hoisting him up on the other, lifting him up to his feet. Curt's eyes snapped shut as he seethed in pain.

"I know it hurts, honey but we don't have a choice" Martha said, apologetically as she put on a semi-guilty face.

"I know…it's fine. Gwen, come on home with us. You can stay with us until this whole thing clears out" Curt said, as he started limping towards the door with the help of his wife and intern.

"Alright…yeah…I'd better call my dad once we're in the car…just to let him know I'm safe" Gwen stated, sadly looking at the ground, upset that she was leaving her two…acquaintances (She wasn't sure they were on the level of 'friends' yet) behind to clean up a mess she had helped make. However, this was probably the right thing to do.

They were thankfully able to make their way out of the lab in time before Harry had managed to pull himself together, the serum healing him from the injuries he had just gotten from a moment ago. He pulled himself to his feet and removed his mask from his face, throwing it to the ground and sending a grave glare to both heroines who were standing before him. Despite his anger, he let out an amused huff.

"Bastard just couldn't face me alone, could he? Had to send his little playthings to do his dirty work for him" Harry simply said, shaking his head.

"We're here because Spiderman has unfinished business to take care of with Venom and you're holding innocent people hostage" Black Cat said, retracting her claws out again and sending a glare of her own back at Harry.

Harry continued to chuckle. "Oh yeah, because if there's one person who cares anything at all about innocent people, it's you. You tried to break out your father who murdered a kind old man and you're now sticking up for a guy who murdered my father"

"You're cutting dangerously close to making me seriously pissed off, Osborn. I'm going to give you this one chance and one chance only to turn yourself in and come with us willingly…or else, I'm gonna have to scratch your eyes out" Black Cat said, bringing out her claws again.

Harry just let out a scoff and shook his head. "I've had it up to here with patience. So Pete didn't have the guts to face me himself…fine. Honestly, I can live with that…if it means I can see the look on his face when he sees what I've done with the both of you. Believe it or not, I'm actually kind of sorry about this…but as long as the both of you are in my way, this is necessary. Just please know above all else…this is not personal"

At that moment, he snatched a pumpkin bomb from his belt, quickly activated it and threw it towards the two girls.

Black Cat had managed to grab onto Firestar and shove both of them away from the bomb's path and towards the floor nearby before it exploded and let out a gaseous in the middle of the room.

"Are you really that far gone, Osborn? You'll get us all killed if you use those bombs in this closed area" Black Cat said, getting off of Firestar and getting up from the ground.

Harry just let out a shrug. "Fine. I prefer to handle this hands on anyway"

At that moment, he pressed the button on his belt which called over his hoverboard. The small transportation device came crashing through the skylight, causing a large portion of glass to hurl to the ground as the device went flying towards Harry. The redhead jumped and managed to land his two feet on the board. The knife from the hoverboard was extracted as he directed it towards the two heroines.

The hoverboard went flying towards the girls. Firestar jumped out of the way but Black Cat decided to jump straight up. With her aerobics skills, she had managed to jump and get on top of Harry's back as it started to move hectically through the room.

"Get the hell off of me" Harry said as Black Cat held onto his back. However, the former cat thief had other things in mind.

"Afraid not, Harry" Black Cat said while Harry desperately tried to steer away from the walls and desk labs while additionally trying to throw her off. He was unsuccessful as she moved her claws in front of his face as he steered as his eyes widened in fear. "I warned you I'd do this if you didn't back down"

Before she could do that though, Harry at that moment, thinking quickly, turned his hoverboard around and began moving backwards towards a wall. Black Cat could hardly comprehend what was going on before Harry had her back slammed into the wall.

Pain intensified through Felicia's back as she let go of Harry's back and dropped to the floor, groaning and seething along the way. Harry stopped his hoverboard in front of her while she was lying down. He dropped down and climbed on top of her figure. Using his strong hands, he bent down and held his hands on her throat, effectively beginning to choke her.

Harry looked down at her with a determined look on his face as she began gasping for air. Desperately, she tried reaching up to his face to no avail as he kept pulling his face back and continued pushing her down.

"Shhhh…It's ok…just let it happen. It'll be over soon" Harry said with a solemn face. He honestly hoped he wouldn't have to kill anyone else but Peter tonight…but it looks like he made his choice.

Just as Black Cat was running out of breath and her eyes began to close, a small hand wrapped in a red latex glove appeared on Harry's arm and it began to glow. The redhead's eyes widened as he yelled in pain and jumped back from Cat and began holding onto his hand as a small burn mark appeared on his suit.

Firestar looked to Harry in agony before attending to Felicia, she began lightly patting the older woman's face, trying to get her to open her eyes. She succeeded as the woman's eyes opened and she began coughing, recovering from nearly having her back broken and almost being choked to death.

"You ok there, Cat?" Firestar asked as she helped her friend to her feet.

"Yeah. I'm good. Thanks. Come on, we can't let him alone for long" Black Cat said, shaking off her wounds and getting back to business.

The younger superhero nodded at her and the both of them turned back towards Harry. They both ran towards him and attempted to grab at his arms. However, just before they were able to reach him, a gaseous substance appeared from a slot at the back of the belt and hit the both of them in the face. This caused them to get dizzy really fast. They stepped back, progressively losing their composure as they kept moving, trying desperately to keep their eyes open and their legs straight up.

As Harry shook his hand one last time as his arm finally cooled, he let out a frustrated grunt and turned around with a dark glare on his face.

"The new suit Menken helped me design came with a few new upgrades, including a feature that lets out a small dose of chloroform in case anyone were to sneak up behind me" Harry explained as he watched them drop to the ground while trying to hold themselves up on the ground to keep themselves from passing out. He simply shook his head.

"Despite all our differences, I'm really not enjoying this nor do I feel like either of you deserve it…so here's what I'm going to do now: I'm going to leave here and find Parker myself because obviously baiting him isn't working. You guys can just sit and relax here. Before I do that, though, I need to make sure you won't try and follow me. To do that, I'm going to need to do this" Harry said, walking towards the both of them.

The new Green Goblin leaned down at Firestar's feet. He grabbed her ankle and roughly twisted it.

A loud cry of intense agony went throughout the lab as Harry had twisted the Latina's ankle. Her eyes shot wide open as the effects of the chloroform were beginning to subside from the pain. She kept yelling as Harry just looked down on her with an emotionless expression.

"Believe me, Liz, this is better than the alternative…I'm not wanting to hurt either of you more than I have already but in order for me to do so, I have to be sure you won't get in my way again. Now…onto the Cat" Harry said as he looked from Firestar to Black Cat.

As he stepped towards her, she was still struggling to keep her eyes open. However, just as he leaned down to her foot, she moved her leg up and kicked him in the stomach. He was forced to step backwards as he heaved forward, eyes practically popping out of his head before Cat jumped up from the floor and punched him straight in the face, causing blood to start pouring from his nose.

Holding onto his nose, he looked back at Black Cat who was now on his feet and walking towards him as if the chloroform had never hit her to begin with.

"I don't…how…?" Harry tried to ask but couldn't make the words come out right. The woman just let out a laugh.

"I've been in this game a lot longer than you, kid. You think you're the first one to ever try to use chloroform on me? I always keep a syringe on hand of a solvent I had created to cancel its effects on me" Black Cat said, displaying how she indeed had a syringe planted in her left abdomen before yanking it out and throwing it to the side.

"I could have used that about two minutes ago, thanks" Firestar said, glaring at her while still seething in pain.

"Sorry. Had to be convincing" Black Cat said, shrugging. She got into another fighting position, getting her claws out and throwing a determined look at her face.

"You just never know when to give up, do you? No matter how many times I try to give you a way out, you just always want to stick by your man, don't you?" Harry asked, practically in disbelief at this point.

"Well what can I say? He's cute, smart and funny. That's sort of a holy trio for a girl" Felicia said, shrugging.

"Well don't say I didn't warn you. I'll enjoy telling Peter how I killed you just before the light fades from his unmasked eyes" Harry said, readying his fists.

They both then started running towards the other, each determined to deliver the first blow as the fight only looked to be getting started at the ESU Lab.