The dinosaur-man, Stegron, roars, as Spider-Man looks on, "Holy Jurassic."

Stegron turns to look at Spider-Man, with his eyes widened, "Here we go again, doc, if you can hear me in there…?"

Stegron roars again, before he charges at Spider-Man.

Spider-Man starts to shoot a webline, "Fine, we'll talk later."

Spider-Man pulls himself up to the ceiling, but the charging Stegron grabs him and slams through the entrance, blowing it apart.

"What the heck?!" Martha calls out, as she turns to see entering the bio-lab is Stegron holding onto Spider-Man.

Stegron turns to face Martha, who looks on, terrified.

Suddenly, a webline hits Stegron in the face, causing him to turn back to Spider-Man, still in his hand.

"Hey, hands off the merchandise," Spider-Man pulls on the webline, tugging on Stegron's head, before he kicks off Stegron's chest, flipping out of his hold.

Spider-Man lands on a console, before Stegron spins and whips his tail, with Spider-Man jumping out of the way, as the tail slams through the console. Spider-Man leaps over Stegron's head, kicking him in the back of the neck as he goes. Then Stegron turns and grabs Spider-Man's leg with one hand.

"Hey, I say hands," Spider-Man starts to say, before Stegron uses his leg to slam him down on the ground. "Off!"

Stegron lets go of Spider-Man's leg, before trying to step down on him, with Spider-Man barely stopping him by holding onto his feet.

"Guess… I didn't say… feet off…" Spider-Man struggles to keep Stegron from stepping on him.

Curt runs into the room, sees the two before turning to his wife, "Martha, the gene cleanser!"

"Right," Martha says, before running to a small refrigerator unit, opening it to find a bunch of vials.

Stegron's eyes turn to Martha's direction, before he jumps off on his free feet and jumps over to the refrigerator unit, causing Martha to fall back in fright.

"Martha!" Curt calls out, as Spider-Man returns to his feet.

Stegron just stares at Martha, before getting in closer, "No… gene cleanser…"

Martha, Curt, and Spider-Man look on, surprised.

Stegron roars, before he spins around, slamming the refrigerator unit with his tail, sending it flying against a wall, with several vials falling out and smashing. Stegron then charges out of the bio-lab.

"Hold on, where are you going?!" Spider-Man fires a webline and swings through the lab.

Stegron turns and grabs Spider-Man with one hand, "I'm going… prehistory…"

"Say what?" Spider-Man says, struggling to break the hold.

Stegron grins, before he lets go of Spider-Man and tail whips him back into the bio-lab.

Stegron turns and runs ahead, looking through some of the equipment around, before he picks up a large gun-like device, then noticing a grate in the ground. Stegron rips the grate out of the ground and jumps into it. Stegron then grabs onto the ceiling of the tunnel he found himself in and pulls down, causing a cave-in that blocks the entrance into the tunnel.

Spider-Man returns to his feet, as Curt walks over to him.

"Are you okay, Spider-Man?" Curt asks.

"Yeah, though I'm gonna have a headache the size of the Rhino," Spider-Man rubs the top of his head, before looking ahead. "Though Stegron there is nothing like the Lizard, and I don't just mean a greater vocabulary." He turns to Curt. "By the way, why do you have gene cleansers?"

"Don't worry, I'm done with self experiments," Curt grabs his prosthetic arm. "But I still want some on hand, besides they could be helpful in research." He looks at Spider-Man. "But right now I'm more concerned about what's going on with Vincent."

Martha walks over to a console, picking up a tablet, "Perhaps this might tell us."

Spider-Man and Curt turn to Martha.

"You're looking through Vincent's tablet?" Curt asks.

"Vincent lost his privacy rights when he mutated himself into a dinosaur man," Martha starts to tab and swipe on the tablet's screen. "Oh…"

"What is it?" Curt asks as he approaches his wife.

"Something tells me it isn't his diary," Spider-Man says.

"It appears that Vincent had a rare bone marrow disease," Martha realizes, swiping through the tablet.

"He's dying?" Curt asks.

"Look like it," Martha says, tapping at the tablet's screen. "He tried to get on some hospitals' waitlists for a bone marrow donor, but his condition is so far gone…"

"It would be a lost cause?" Spider-Man asks, with Martha nodding.

"Out of desperation, he mutates himself to save himself," Curt realizes, looking at his prosthetic arm. "That's why he was so interested in the dinosaur DNA sample that came in… The museum?"

"The museum?" Spider-Man looks at him.

"We only received a portion of the DNA sample," Curt tells him, as Martha passes Curt the tablet and walks past the two. "The rest, which include different species, were taken to the National Museum."

Martha reaches into the refrigerator unit, before pulling out an undamaged vial, "There's only one gene cleanser left."

"Why would he go after those samples?" Spider-Man asks. "He already mutated, unless he wanted some more accessories."

"Spider-Man," Martha walks back over to the two. "Before he left, Vincent took an experimental prototype designed to release any chemical in a gaseous form."

"Any chemical… like mutagens!" Spider-Man realizes.

At the museum, the school group enters, with the students starting to spread apart.

"Remember to check every exhibit I mentioned on the ride over," Mr. Warren says. "An essay will be due after we return to New York."

A large group of the students moan in unison.

Gwen approaches the teachers, "Mr. Warren, I don't see Peter anywhere."

"Mr. Osborn told me he wasn't feeling well," Mr. Warren tells her. "Don't worry, I've asked the hotel staff to keep a watch over him."

"Peter's sick?" Gwen asks.

In the museum's basement, a brick wall starts to crack, before suddenly Stegron bursts through, with a roar.

Gwen approaches Harry, "Why didn't you mention that Peter's sick?"

"It's nothing serious, he just got a cold or something," Harry says.

"I hope it's just that…" Gwen says, concerned.

"Why are you so upset about him?!" Harry yells at her.

"Harry, he's one of my oldest friends, and yours too," Gwen tells him.

"You… You're right," Harry says, before looking down. "I'm sorry, Gwen, I just… I guess my father's death affected me more than I thought."

"I understand," Gwen sadly says, as she places a hand on his shoulder.

Sha Shan is standing in front of a display of a couple dinosaur fossils, with Flash nervously approaching.

"Hum, Sha Shan, I…" Flash says, with her turns to him.

"Yes?" Sha Shan asks.

Flash sighs, "I'm sorry for the way I've been acting. Like at that geek… I mean, at that lab…"

Sha Shan smiles, "I know, Flash, I just want you to be more open minded. After all, your open mindedness led to you being in the school play."

Flash rubs the back of his head, "I actually only did the play to get close with you."

"I realized that," Sha Shan says.

"Y-You did?"

"It was kind of obvious, but it doesn't matter, you still gave it your all," Sha Shan tells him. "And you were a very good Nick Bottom."

Flash blushes with a smile.

Suddenly, Stegron breaks up through the floor, and right into the dinosaur display, blowing apart several of the fossils. Flash and Sha Shan look on, frightened.

Stegron looks down at the two, "Still like my name?"

Flash takes a step back, before he grabs Sha Shan's hand and runs away.

Stegron reaches down and picks up some fossils, before he crushes them in his hands, "I just need to add even a little bit of DNA to my formula." He then holds up the prototype gas gun, filled with a red chemical. "And I'll spread the dino virus." He grins.

Flash and Sha Shan run over to several of their classmates.

"Alright, it's time to go," Flash says.

"I wish, but the teachers are insisting for some reason…" Sally starts.

"It's serious," Sha Shan interrupts.

Stegron jumps onto a large display case holding a suit of armor, with the case cracking, before he holds out the gas gun and starts firing it.

A man gets hit by the gas, with him screaming, as his hands turn into claws, with three horns coming out of his head and a triceratops-like frill emerges from his neck, all as the students watch in horror.

Stegron presses a button on the side of the gas gun, before aiming it again, "Hold still. You'll thank me later."

"Fat chance," Flash says, before he turns and starts to push some of his classmates forward. "C'mon, run! Run!"

Stegron fires the gas gun, spraying another man, as he grows a long tail with a tyrannosaurus-like head forming from his head. Stegron presses a button, then fires again, hitting a woman, whose arms turn into pterodactyl-like wings, with half of her head resembling a pterodactyl. Stegron presses a button, then fires again, hitting a woman, who starts to become triceratops-like.

With people screaming, Gwen runs by a planetary display, looking around, "Harry, where are you?"

Stegron notices Gwen and starts to aim the gas gun at her

At that moment, a webline hits the gas gun, before it is pulled to the side, with Stegron seeing Spider-Man, who has a large cylinder object wrapped in web on his back, swinging toward him, "Back off, Jurassic breath."

Spider-Man slams against Stegron, knocking him back, with Spider-Man flips and lands on the display, while Stegron is sent flying and through a couple displays.

Spider-Man looks to the side to see Gwen is standing next to a display, "Good, Gwen's still okay. Though I better not let her see me." He looks ahead. "Too bad, I would like to go to a museum and not fight for my life."

Spider-Man's spider senses go off, before he turns and sees a triceratops-man lunges at him, tackling Spider-Man, "So much for dreams!"

Gwen turns around a display when she sees Harry getting up from behind the display.

"Harry, you're okay," Gwen says. "I was so worried."

"I'm fine, this display shields me from that thing," Harry says, before he notices the display is of masks, including a green demonic-looking one. He turns away, before grabbing Gwen's hand. "C'mon, let's get out of here."

"What about the others?" Gwen asks, as Harry starts to pull her away.

"They'll be fine, now c'mon," Harry says, continuing to pull Gwen away.

Spider-Man is pushed onto the floor, with the triceratops-man above him, before he fires two weblines to the wall behind the triceratops-man, then connects the weblines across the triceratops-man's chest. Spider-Man then kicks off his chest, with the triceratops-man pulled backward.

Stegron returns to his feet, with Spider-Man looking over his shoulder, "This is sick, Stegron. Mutating random people like this."

"Sick? No, what is sick is people being cursed with cancer and plagues," Stegron takes a step forward. "I'm granting everyone the gift of unbridled strength."

"Gift?!" Spider-Man shoots a webline and swings around, before firing a webline at a fossilized fang and pulls it. "Dude, you're crazier than a bag of saber-toothed tigers!"

Stegron swings an arm, knocking away the fang, "Clever." He swings a punch. "But it'll take more than cleverness to stop my carriers."

Stegron punches Spider-man, who flips back, with his back pinned against a display.

"'Carriers'?" Spider-Man responds, before he notices residue on his gloves. "That mutagen gas he's been spraying, it's still on everyone's skin. Contact with it must trigger a transformation as well, like a dino flu." He looks ahead to see Stegron holding up his gas gun. "My suit is protecting me, but if any of them get out…"

A pterodactyl-lady starts to scream, before she flies up with her wing-arms, crashing through the museum's skylight.

"Like that!" Spider-Man fires a webline and swings upward.

The pterodactyl-lady screams as she flies higher, when a webline hits her leg, and Spider-Man uses it to swing upward, then lands on her back.

"Hey lady, the party isn't over," Spider-Man fires two weblines, connecting to the museum's roof, then pulls on the weblines, pushing the pterodactyl-lady down and back into the museum, slamming her on the floor.

Spider-Man falls through the opening, before he turns and fires several shots of web, filling the opening in the skylight with web.

Spider-Man lands on top of a display, "I can't play dino rustler all night." He holds up a vial of gene cleanser. "And just this one vial of gene cleanser won't cut it." He looks around. "But they all were transformed with a spray, so perhaps I won't have to force feed any with the gene cleanser like the Lizard, then…"

Spider-Man looks up and notices the sprinklers in the ceiling, "Wait, that's it!" He looks down at a nearby wall, before he webswings over to the wall, sticking to it, then touches the wall. "It should be around… here!"

He punches the wall, then breaks off a piece of the wall, revealing pipes labeled "Water Sprinkler System".

"There," Spider-Man starts to work on the pipes. "This little trick might get me in trouble with the plumber union, but it might also be worth it."

Stegron walks between a couple displays, looking around, "Did all the humans get out?"

He stops when he sees a nerdy guy and a pretty girl huddle together in fear.

"I-I'm sorry, th-this was a bad vacation idea…" the nerdy guy says.

"Don't apologize," Stegron starts to aim the gas gun. "You both will be the same species after all."

"Surprise to spoil your fun, Stegron," Spider-Man swings past, before spins around in midair, then fires weblines at several sprinklers. "But I'm gonna rain on your parade!"

Spider-Man pulls on the weblines, ripping off the sprinklers, which starts to rain down green water.

Stegron looks up, "What this? You think to melt me away?"

"Not exactly," Spider-Man lands on a table.

Stegron holds up a hand, watching the water hitting his palm, "Wait, this isn't water." He closes his fist. "This is the Connors' gene cleanser!"

"Bingo!" Spider-Man holds up a finger.

Spider-Man turns to the sound of screams, as the dino-people slowly and painfully turn back to normal.

"And with that, your dino-utopia is at an end," Spider-Man says.

"Not just yet."

Spider-Man turns to see Stegron slowly approaching him.

"I used an injector, so your little sprinkler trick won't work on me," Stegron says, before he starts to run. "Which means you're out of tricks, out of luck, and your life has run out!"

Spider-Man flips back, slamming down the far end of the table, flipping up the opposite end, which Stegron swipes through, shredding the table. Stegron then slams his hand against Spider-Man's chest, grabbing him, before Spider-Man shoots some web into Stegron's eyes.

"Little bug!" Stegron wipes the web out of his eyes.

"That mid-size arachnid to you!" Spider-Man shoots two weblines at the ceiling, then pulls them to launch himself into a flip, kicking the bottom of Stegron's jaws.

Stegron lets go of Spider-Man, allowing Spider-Man to kick off the ground, crosses his arms and slams against Stegron's chest, pushing him back.

Spider-Man then jumps off Stegron's shoulder, spins in midair, and pulls off the webbed cylinder object, "And I do have one more trick up my webs."

"This ends now!" Stegron spins around and lunges with his mouth open.

"Not till you take your vitamin!" Spider-Man tosses the webbed cylinder.

Stegron chomps down on the webbed cylinder, which explodes with a cold mist, surrounding him completely.

Spider-Man lands on the ground, "I borrowed some liquid nitrogen from the Exploreum's subzero phraser. It's for an experiment to reverse the melting of the ice caps, but it serves as making some a dino-popsicle, wouldn't you agree?"

Spider-Man then looks ahead, surprised.

"Fool," Stegron walks out of the cold mist, with some blankets of ice on his shoulders. "Dinosaurs aren't cold-blooded. They have more in common with modern birds than reptiles."

"Oh boy," Spider-Man's eye lens widened.

Stegron charges ahead, "Now you die!"

Stegron slams against Spider-Man, blowing him through a brick wall to outside and sends Spider-Man flying against a fence, nearly knocking it over in the process.

Spider-Man starts to push himself up, as he sees Stegron is catching his breath, "He is regulating his inner temperature, but the liquid nitrogen had some effect on him." He looks over his shoulder to see the docks. "Perhaps I could help it along."

Spider-Man's spider sense goes off, with him looking ahead to see Stegron charging toward. Spider-Man flips onto the top of the wrecked fence and jumps backward off it, "I hate feeling chain in."

Stegron blows through the fence, chasing after Spider-Man, who shoots a webline at a crane on the dock and pulls him toward it. Spider-Man then flips and lands on the docks, with Stegron running toward him.

"How do I get into this kind of mess?" Spider-Man readies himself. "Oh yeah…" Spider-Man jumps to dodge Stegron's tail whip. "Power and responsibility."

Spider-Man fires a webline at the docks, pulling himself into a kick against Stegron, who then swipes him away with an arm. The docks creak under Stegron feet.

Spider-Man spins onto his feet, then fires two weblines, which are caught by Stegron, "You can't win, you spider-punk."

"Really?" Spider-Man lets go of the weblines, before holding back a fist. "That's news to me."

Spider-Man punches the docks, then rips out some of the boards.

"What?!" Stegron calls out. "No!"

Stegron slams down his two fists, with the docks breaking apart under their feet, causing the two combatants to fall into the water. The water surface is bubbling before becoming still.

After a few seconds, Spider-Man jumps out of the water, holding onto a couple weblines, flips over the crane, then pulls on the webline, using the crane as leverage and pulls an unconscious Stegron out of the water, with him landing on the undamaged docks.

Spider-Man releases the weblines and watches the unconscious and wet Stegron, "Cold or warm blooded, if you are freezing cold and then get wet, your immune system will take a hit. Not enough to do permanent damage, but you should be out for a while."

At the bio-lab, Curt approaches Martha, as she is talking on a smartphone.

"Yes, we will prepare for him," Martha says, before she hangs up on the phone and turns to her husband. "That was the police. A 'dinosaur man' was taken in custody and they are bringing him here."

Curt smiles, before turning away, "Well done, Peter."

A few days later, a tv screen at the airport is showing an interview of Curt and Martha.

"Vincent Stegron is in a stable condition," Martha says. "Unfortunately our current supply of gene cleanser isn't working on him."

"But rest assured we will work around the clock until we manage to provide a cure," Curt adds.

Peter is watching the tv, before smiles and turns away, "Good luck, docs." He walks toward the rest of the school group.

Hobie lifts a large suitcase on a conveyor belt, with an attendant on the other side, as Flash walks over.

"Seriously, Hobie, we're only here for a couple days and you're bringing back so many souvenirs?" Flash asks.

Hobie rubs the back of his head, nervously.

Mr. Warren walks over to Ms. Smith, "This is unbelievable, we basically brought the students to mercenaries and a dinosaur virus."

"Neither the school board nor the parents will be happy about this," Ms. Smith says to him.

"Not exactly my first concern," Mr. Warren responds.

Peter joins the school group, with Gwen approaches him, "Peter, you're feeling better?"

"Hum, yeah, much better," Peter smiles.

"Great, I'm glad," Gwen says, before notices Harry, then walks past Peter. "Really glad."

"Thanks," Peter says, as he watches Gwen approach Harry, who places a hand around her waist.

Peter looks down, sighing slightly, "So much for distractions. But maybe I didn't need a distraction, Stegron allowed his concerns for his own mortality to consume him and drove him crazy." Peter looks ahead. "Maybe I just need to move on."

"Begin boarding for Flight-19 to New York," an announcement is given over loudspeakers. "Begin boarding for Flight-19 to New York."

The school group starts to move forward, with Peter behind them.

In a room within the Science Exploreum, Stegron is lying in a large glass container, with a device on the side showing his heart rate and brain activity, as Curt and Martha watch him.

Curt is swiping through a tablet, "Nothing we tried has worked. What are we doing wrong?"

Martha sighs, "We're gonna need our rest if we're gonna try again."

"Right," Curt says.

The two turn away, leaving the room as they close the door behind them.

Stegron's eyes slowly open, before closing again.