Volume I: The Tinkerer

Note: This will be the twentieth chapter of Volume I, this chapter will focus on Phineas Mason, who made multiple appearance and is responsible for creating advanced black market technology for criminals on behalf of the Kingpin. This will feature a potential romance between Peter and Gwen as he struggles with his feelings between his best friend Gwen and his girlfriend Liz.

It's night time in the city as four armed robbers are exiting the van as they brought some advanced weaponry to the scene. The bank is closed but one of the robbers brought a laser weapon as he uses it to cut down the locks of the entrance. The laser is cutting the locks with such ease as the locks dropped down.

"Go, Go!"

The robbers enters the bank as unknown to them, Spider-Man is nearby as he sees some robbers breaking into the closed bank in the middle of the night.

"Finally, something good." Spider-Man watched from a distance.

Inside the bank the robber holds the laser cutter at the ATM machine.

"Yo! This high-tech stuff makes it too easy."

"Told you it was worth it."

"Okay, go, go, go."

The other robber came in wielding an anti-gravity gun and used to pull the ATM machine away from the wall.

"Oh! Nice!"

After putting down the ATM, they started to collect the money and putting them in the duffel bags.

"We can hit, like, five more places tonight."

Spider-Man uses the door to quietly sneak inside without them knowing he's here.

"Hmm! What's up guys! You forget your PIN number?" Spider-Man makes a joke as he lets them know he's here.

The robbers stopped collecting the money as they see Spider-Man here in the bank.

"You know that banks are for saving money, not stealing it. Couldn't you guys find a better way to earn money rather than steal it?" Spider-Man says to the robbers.

"Uh, no!"

The robbers attempted to attacks Spider-Man as one of them raised a shotgun but Spidey webbed it and swings it at the two robbers. One robber gets up as he formed a fist but Spider-Man caught his arm and sees another robber coming towards them, he redirects the robber's fist at the other one, hit his own friend.

Spider-Man webbed a few of them down on the ground, only one is still loose as he grabbed the anti-gravity gun and activates it. Spider-Man jumped towards him but he got caught in the wave.

"What the...?" Spider-Man is surprised and trapped.

The robber moves the anti-gravity gun around along with Spider-Man as he goes up and hits the ceiling.

"Surrender now!" Spider-Man is still trapped.

The robber forced Spider-Man down hard onto the ground and raised him up hard to the ceiling, then back down hard on the ground, but Spidey managed to cling to the ground and holds on tightly.

"Last chance!" Spider-Man says to the robber.

"No chance, Spider-Man."

Spider-Man sees a table behind the robber as he webs up the table, he pulls it towards the robber, hitting him in the back, the anti-gravity gun lost it focus and shuts down, Spider-Man was freed.

Spider-Man walks up to the last remaining robber as he tries to reach for the ant-gravity gun but Spider-Man webbed up his hand to the ground before he can get to it. Spider-Man picked up the anti-gravity gun and sees that it very high tech stuff that never should've ended up in the hands of criminals.

"Where do you get this stuff?" Spider-Man is interrogating the robber.

"I don't know, we don't ask names. We just met up with the sellers but we don't know where it came from, I swear that's all I know."

The police cars came by after the silent alarm was tripped, Spider-Man still holds the weapon as he yanks the component inside it for him to study.

The police came inside to see Spider-Man with the already defeated robbers on the ground.

"Spider-Man, should've figured you would show up."

"I help as much as I can. I'll leave these guys for you to take in." Spider-Man says to the officers.

"Right, thanks for the help."

The police went to pick up the robbers and arrested them, Spider-Man walks out of the bank with a clue that could point to whoever is making this stuff.


It's April 15th, as it's still midnight at Roosevelt Station, the secret workshop of Phineas Mason, the Tinkerer, who is still working on the new vibro-shock rifle. He continues to work while music is being played to help him relax while working. The phone is ringing as he uses the Bluetooth earphone with mic to answer the call.

"Mason here." Tinkerer continues to work while on the phone.

"Is the shipment ready?" Kingpin is wondering.

"Almost, just need to... done." Tinkerer finished his work.

Tinkerer took the rifle over to a crate full of high tech weaponry being sold to criminals all over New York. He finished placing it inside as he seals the crate shut and screwed it down.

"The next shipment is ready. You can start selling and making more money soon, Kingpin." Tinkerer informs the Kingpin.

"Excellent, thanks to your inventions, crime is rising at a steady rate and we are making more money in selling your tech. Keep up the good work, Mason." Kingpin is impressed with Mason's achievements.

"Thank you Kingpin, I won't let you down." Tinkerer hangs up the phone.

After he's done talking with the Kingpin, he proceeded to work on his latest tech, a large exosuit armed with advanced weaponry that would be very expensive to sell to the right buyer. Mason has been paid in percentages in the weapons he creates for Kingpin, he love the money he's making selling to criminals.


In the morning at Forest Hills on a Saturday, Peter is in his room examining the component he took off the anti-gravity gun from last night's robbery. He uses the microscope to examine the component until he heard a knock from his bedroom door.

"Who is it?!" Peter is wondering who's outside the door.

"Is me, Tiger! Can I come in?" Mary Jane is outside the door.

"Yeah, it's open!" Peter invites Mary Jane inside his room.

Mary Jane came inside the room to find Peter sit in his chair looking through the microscope on something.

"What is that?" Mary Jane is curious about what he's checking out.

"Something I got from last night's robbery." Peter said while looking through the microscope.

Peter kept examining the component and noticed something familiar about it, like he seen something like this before.

"Interesting." Peter made a discovery.

"What is it?" Mary Jane is curious.

"This component shares characteristics like the ones I've found inside the drone I got from Mysterio last February." Peter explained to Mary Jane l.

"Are you saying that this thing and Mysterio's tech are connected?" Mary Jane says to Peter.

"More than that, I believe that they're made by the same person, probably that same person who also might've made the gauntlets that Shocker used against me last November. If I had to guess, this guy who created these weapons works for the Kingpin." Peter suspected it.

"The Kingpin, should've figured." Mary Jane isn't surprised.

"In the past two weeks, there's been a wave of crime activities involved in advanced weaponry, some of them are responsible for some deaths that happened recently. Kingpin is distributing very dangerous weapons that never should be out on the streets or in the wrong hands, he's selling them for money." Peter explained to Mary Jane.

"This guy doesn't care about the lives he's ruined as long as he makes more money and maintains his power." Mary Jane is disturbed by the Kingpin's actions.

"I know, but right now we need to focus on finding who is making these advanced weapons and shut them down for good." Peter says to Mary Jane.

"Sounds like a good plan." Mary Jane agrees with Peter.

Peter's phone rang as Mary Jane too hears it.

"Let me guess, Liz?" Mary Jane says to Peter.

Peter checks the caller ID. "No, it's Gwen actually."

"Go ahead, I can wait." Mary Jane is waiting patiently.

Peter answered the call. "Hey Gwen."

"Hi Peter, is this a bad time?" Gwen is asking Peter.

"Uh... no, of course not." Peter isn't too busy.

"Great, I was wondering if you have the time to help me out with chemistry for a test I'm taking on Monday?" Gwen is asking Peter for help.

"You're asking for my help? You're a science whiz like me, this shouldn't be a problem for you." Peter says to Gwen.

"I know, but I'm good at biology, chemistry is more of your expertise than it is mine." Gwen says that Peter is better at that subject.

"I see. Well, I have sometime to spare. Yeah, I'll help you out." Peter agrees to help Gwen.

"Great, can we meet up at the Coffee Bean in the city?" Gwen asking Peter.

"Sure, that'll be perfect. I'll see you there." Peter says to Gwen.

"Thanks Pete." Gwen hangs up on her end.

Peter puts away the phone as Mary Jane is smiling at him about that call from Gwen.

"What?" Peter is wondering.

"Nothing. So you're going to Coffee Been to meet up with Gwen?" Mary Jane smiled at Peter.

"Yeah. She and I are... friends." Peter says to Mary Jane.

"Friends are good." Mary Jane says to Peter.

"But?" Peter is wondering what else Mary Jane is thinking.

"But could you be friends with someone who isn't the one you've kissed and became romantically involved with, even if she's your best friend?" Mary Jane says to Peter.

"Right, this coming from a redhead who is now dating her own best friend." Peter referring to Mary Jane's relationship with Harry Osborn.

"Touché." Mary Jane says to Peter.

Peter smiled as he grabbed some books on chemistry along with his Spider-Man suit and puts them inside his backpack, he leaves the room as Mary Jane could see that there is still something between Peter and Gwen, despite the two being a bit distant.


At the 13th precinct, George Stacy and Yuri Watanabe are busy interrogating the criminals from last night's robbery that Spider-Man stopped, but they're more interested in the high tech weapons they were in possession of.

"We want to know where you get these weapons from." George Stacy interrogating a suspect.

"I've told so many times, I don't know."

"Let's look over the situation you're in, you and your buddies were robbing a bank last night with advanced technology that is unregistered to the public and that you've obtain illegally, with all the charges you're all facing, it'll be a long time for you all in prison." Yuri Watanabe trying to shake them by charging them.

"However, if you tell us what you know that can lead us to distributors, then we can make a deal." George Stacy trying to reason with them.

"Help? How?"

"If you provided information that might point to where we can find them, we'll put word with the DA's office that you're cooperating, and they'll take five years off your sentence, you'll be out in three." George Stacy offered them a deal.

"Are you serious?"

"Of course, provided that you cooperate. Those are the terms, take or leave it." George Stacy says to the robbers.

They remained quiet as they debate whether to take the deal or not.

"Okay, enjoy prison." Yuri Watanabe is walking out the door along with George Stacy.

"Wait!"

George and Yuri stopped as one of the robbers wants to talk, they hope it's what they think it is.

"We know of a weapons deal that is happening soon, probably more high tech weapons being on sale soon."

"Where will this take place?" George Stacy says to the robber.

"If we tell you, you keep your word."

"If you tell us where it's happening, then you'll each get five years off your sentence." George Stacy says to the robbers.

"We don't know where the buy is happening, but we can find out with a phone call."

"Then let's get you a phone." George Stacy says to the robber.

George and Yuri hands a phone to one of the robbers to make the call in hopes that the information they provide will point to the weapons buy that is happening soon, hopefully they'll catch whoever is making these weapons of death.


In the city at the Coffee Bean, Peter is with Gwen as they have coffee and studying for the chemistry test that they'll have soon. Peter is helping Gwen study as Chemistry isn't her best subject despite her being a intellectual genius like Peter is.

"Thank you for helping me out, I must feel embarrassed that a genius like me must ask another genius for help." Gwen says to Peter.

"Don't be, even I'm not great at everything. But don't worry, a genius like yourself, you'll get the hang of this in no time." Peter is confident in Gwen's intellect.

"Thanks again Peter, I know that you're usually very busy with your work and stuff, but I appreciate that you made time to see me." Gwen smiled at Peter.

"Of course, that's what friends are for." Peter says to Gwen.

"So... how are things with you and Liz?" Gwen is curious about his relationship.

"It's been great, it's been like a lot of dates from going to the movies and hanging out at Coney Island, we had a lot of fun." Peter tells Gwen how it has been.

"So it's been getting too serious between you two?" Gwen is wondering.

"Yeah, I guess it is." Peter says with lingering doubts about his relationship.

"Sorry if I pry, I know that I'm the last person to ever ask you about these thing, since... you know..." Gwen hesitate to say more.

"Since Christmas Eve, that night that you and I... kissed." Peter says to Gwen.

"Yeah... listen, what happened that day between us... it was only a moment." Gwen blushed a bit.

"Gwen, what happened that day was more than a moment. It was the most wonderful thing thats ever happened to me. To tell you the truth Gwen, I never regretted kissing you." Peter is being honest about how he felt that day.

"Thank you... and to be honest, I never regretted it either, that day was wonderful for me too. It was the first time I ever kissed a guy." Gwen smiled as she blushed a bit.

Peter and Gwen smiled in each other's presence, unknown to them Liz came by the Coffee Bean with her friend Sally Avril as they get in line to make an order.

"Hey Liz. Isn't that your boyfriend with Gwen Stacy?" Sally points out.

Liz sees her boyfriend Peter Parker with his best friend Gwen Stacy sitting together at the table. Liz could help but be a little jealous despite the fact that Peter is her boyfriend and Gwen is only his best friend. Liz went over to meet with Peter and Gwen.

"Hey Petey." Liz greeted her boyfriend Peter.

"Liz? What brings you here?" Peter is surprised to see Liz here.

"Me and Sally were in the city hanging out but we didn't count on see you two here together." Liz says to Peter and Gwen.

"Well Liz, it's just that..." Peter got cut off by Gwen.

"It's because I asked him for some help studying for a chemistry test due on Monday. Right Peter?" Gwen says to Liz and Peter.

"Yeah, that's right." Peter says to Gwen.

"She needs help in studying? Gwen Stacy who is the smartest girl in school?" Liz is surprised that Gwen needs help studying.

"Yeah, chemistry isn't my best subject." Gwen admits to Liz.

"But she'll get there, I have faith in her abilities." Peter says to Liz and Gwen.

Gwen smiled as Peter compliment her. His phone rang as he picked it from his pocket and sees that George Stacy is calling him.

"I should take this." Peter says to Liz and Gwen.

"Sure." Gwen says to Peter.

Peter answered the call. "Hey, what's going on?"

"Peter, I have a message for Spider-Man that you might want to give. We got the location of a weapons buy that is happening very soon, it's in Brooklyn, I'll text you the location." George Stacy says to Peter.

"Okay, thank you for the info." Peter hangs up the phone.

"Everything alright." Gwen is wondering.

"Yeah, just work stuff. I should get going, I'm sorry if this is a bad time." Peter apologize to Gwen.

"Don't worry. I understand. Thank you for your help, I'm all catch up for the test." Gwen says to Peter.

"Of course, see you two later." Peter is about to walk out.

"Petey, wait!" Liz tells Peter before he could leave.

"What is it?" Peter is wondering.

"Just be careful, alright?" Liz says to Peter.

"Of course." Peter smiled at Liz.

Liz leaned in and gave Peter a kiss before he leaves as Gwen looked the other way as this moment is awkward.

"Whoa!" Peter is surprised.

"Love you Petey." Liz says to Peter.

"Yeah, thanks." Peter responded with two words.

Peter walks away after his girlfriend gave him a kiss as he felt a little awkward kissing Liz in front of Gwen.


Meanwhile elsewhere in the city, two New York crime bosses waited in a secluded warehouse to meet up with the Kingpin. The first one is a fat African woman named Mariah Dillard AKA Black Mariah, she runs the criminal gang called the Rat Pack. The second one is a Japanese man who calls himself Nobu, he's part of a secret organization that has huge reach in the criminal underworld all over the globe.

"He's late." Mariah is getting impatient of waiting.

"Patience Black Mariah, he'll be here, probably just double checking if he's being followed." Nobu is remained calm.

"Being paranoid as always." Mariah still waiting with Nobu.

"We should be cautious of doing business with Fisk." Nobu said with concern.

"Why? Having second doubts?" Mariah asking Nobu.

"This Fisk, the man is... unpredictable. They say that he turned on his old associates by threatening or killing their loved ones, he even blew up one of them. We both have a reason to have doubts, it'll keep us alive." Nobu is being cautious.

"I appreciate the concern, but if working with Fisk means making more money and offering protection for our criminal enterprise, then it'll be worth it." Mariah says to Nobu.

They see a car coming in as they figure that it's the Kingpin.

"Here he comes." Mariah says to Nobu.

The car got inside the warehouse and stopped as James Wesley got out the back first, then his boss Wilson Fisk climbs out and sees Mariah and Nobu here in person.

"I apologize for the delay, but with a mask vigilante swing around, you can never be too careful." Kingpin says to Mariah and Nobu.

"I understand, glad to see that you made time for the two of us." Mariah says to Wilson Fisk.

"Of course, Ms. Dillard. I appreciate that you two came to see me for an opportunity of a lifetime." Wilson Fisk says to Mariah and Nobu.

"I understand that you want to do business with us, but how can we be sure that we can trust you?" Nobu says with lingering doubts.

"I don't follow you." Wilson Fisk says to Nobu.

"I've heard from my sources that you've turned on your former associates when they posed a threat to you. One is blown up, the other is incarcerated, and lastly there's Owlsley who is presumed dead who's family you've ordered to kill." Nobu talks about the victims of Wilson Fisk.

"Those were desperate times where I was forced to take desperate measures." Wilson Fisk tries to justify what he did.

"And those desperate times had to do with Spider-Man. Because ever since he made his first appearance, he's been getting the way of your business and causing trouble." Nobu says to Wilson Fisk.

"He's just one man, he can't do much. I've had a close encounter with him and he had multiple chances to take my life, but he couldn't. He lives by a moral code of honor that has held him back from going too far." Wilson Fisk says to Nobu.

"But my concern is that he knows who you are. If he starts to tell anyone who you really are, then everything you've built in the last 30 years would come crumbling down." Nobu says to Wilson Fisk.

"He can't prove anything, I've been too careful not to leave any evidence of my involvement in any crime." Kingpin still remained confident in his power.

"Perhaps, but you still shouldn't underestimate him either." Nobu still being cautious.

"Look, I asked you both here because I'm looking to expand my business, can you two do it or should I seek out someone else for this task?" Wilson Fisk asking Mariah and Nobu.

"What is it that you're offering?" Mariah is interested in hearing his proposal.

"Ever since my associates were removed from the equation due to the intervention of Spider-Man, I'm looking for new partners to fill in the gap and continue my expansion. What I'm offering is total protection from cops and politicians, when I become mayor, my power shall be limitless with the cops at my side." Wilson Fisk explained the details of this partnership.

"Sounds interesting, but what's in it for you?" Mariah is curious about his side of the bargain.

"Everything you make in your business, I take 25 percent from you both, each." Wilson Fisk explained what he wants.

"You want a piece of what we make?" Mariah says to Wilson Fisk.

"And if we say no?" Nobu says to Wilson Fisk.

"Then enjoy running your business without any protection, because Spider-Man has inspired law enforcement to show some backbone, it's only a matter of time until your business is discovered and no one will have your back. So... are you in... or are you out?" Wilson Fisk says to Nobu and Mariah.

"You sure know how to bargain, I'm in." Mariah agrees to the partnership.

"Nobu-San?" Wilson Fisk awaits Nobu's answer.

Nobu remain quiet until he speaks. "I'm in."

"Perfect, let this be the beginning of a perfect partnership." Wilson Fisk smiled with joy.


As nighttime is closing in, somewhere in Brooklyn as a group of local gangs are awaiting the new shipment of advanced weapons. Spider-Man is hanging up on a rooftop as he got his camera ready to take pictures of the action.

"This is the place that Captain Stacy gave me, now to wait and see what'll happen." Spider-Man says in his thoughts.

A van is coming in as the gangs are anxious to get their hands on powerful hardware for their criminal activities.

Unknown to Spider-Man and the gangs, the NYPD is nearby to step in and stop the sell from happening. Captain Stacy and Lieutenant Watanabe are with the Brooklyn precinct who are assisting them.

"Thank you for the help, Sergeant Davis." George Stacy says to Jefferson Davis.

"Of course, I have a son here to think about. Can't have weapons like these in our neighborhood." Jefferson Davis says to George Stacy.

"I understand, I have a daughter to think about too. What's your son's name?" George Stacy asking Jefferson Davis.

"His name is Miles, he's twelve years old." Jefferson Davis says to George Stacy.

"Captain, the buy is happening." Yuri Watanabe informs George Stacy.

George, Yuri, and Jefferson are watching through the tablet, a cop is hidden nearby with a camera watching the buy.

"So do you have the merchandise?"

The seller has unloaded a crate and pulled out a new weapon.

"This gentlemen is a vibro-shock rifle, I'm sure that most of you have heard of the Shocker. This rifle has the same kick as the Shocker's gauntlets. Allow me to demonstrate."

The seller holds the rifle as he aims it at the barrels nearby for the demonstration, he pulled the trigger and fired off a burst of vibro-shockwave at the barrels, blasting them away. Everyone is impressed by the weapon that shows destructive potential.

"This weapon is definitely the same as Shocker's, hopefully one of these guys will tell me where to find the creator." Spider-Man says in his thoughts.

The police nearby seen the footage from the camera as they shocked to find out that this weapon exists and it's being sold to criminals.

"Unbelievable." Jefferson Davis says in surprise.

"Let's get them. All units move in." George Stacy tells all the officers to go.

The squad cars and a swat van are closing in with sirens on, the gangs are panicking as the cops are here. Some of them started to run until they see some cops blocking their way out. A helicopter is hovering above shining a light on the area.

"This is the NYPD, put your hands up in the air!"

The seller uses the vibro-shock rifle and fired a blast at the copter's tail, destroying it.

"I've been hit, losing control. We're going down."

Spider-Man sees the pilot and passenger are both in danger as he jumps high and web sling to the falling helicopter, he got inside to help the pilot and passenger get out.

"Hold on!" Spider-Man has both the pilot and passenger.

He jumps out of the helicopter and swings with them to safety, everyone watched as the helicopter crashed down hard. The seller sees a opening to escape.

"Let's get out of here!"

The seller and his men got inside the van as it drives away fast from the scene, George and the police noticed a van fleeing.

"Get after them! Don't let them get away!" George orders everyone.

George gets into his unmarked sedan as the rest of the officers get into their cruisers. Spider-Man got the pilot and passenger to safety as he see George Stacy along with some police cars chasing a van.

"Excuse me." Spider-Man says to the pilot and passenger as he swings away.

A car chase is happening in Brooklyn as some squad cars are chasing after the van. Spider-Man is following after the squad cars.

Inside the van, they noticed that the squad cars are closing in.

"Get them off our backs!"

One of the goons picked up a plasma rifle as he opened the back door, he starts to aim at the lead squad car, he shot the rifle as the plasma blast hit the wheel, causing the lead car to steer out of control until it crashed a parked car.

George Stacy drives passed the crashed car and see that the officer is injured, he continues to purse the van as he can't afford to let them get away. He's catching up to the van as the goon is firing at George, but the Captain does some maneuvers to avoid the plasma fire. He pulled out his gun and switched it to his left hand to extend out of the window, he still has one hand on the steering wheel.

The thug stopped firing as his weapon is out of power, he tries to switch it for a new power pack. Captain Stacy is still driving and aiming at the same time. He got a lovk on the shooter as he drives in closer. The thug finished replacing the power pack as he's about to shoot some more. George got a clear shot at the shooter as he pulled the trigger and fired a bullet at the shooter.

The shooter got hit by the bullet, he's wounded in the shoulder, bleeding. The lead man tries to help his buddy who is injured by the bullet.

"Damn it. I'll deal with him myself!"

The seller picked up the new vibro-shock rifle as he aims it at the unmarked cruiser, George sees the man wielding the new weapon. The man fired off a blast of vibro-shockwaves at the cruiser, the car got blasted off the ground with George Stacy still inside as it came crashing upside down on the ground.

The squad cars stopped as George Stacy's car got hit pretty badly, Yuri came out of one of them as she sees George Stacy unconscious inside the wrecked car.

"Captain!" Yuri yelled out to George.

Spider-Man was swinging by chasing after the van until he sees George Stacy unconscious inside the upside down car, he decided to stop chasing after the bad guys to go help out Gwen's dad.

Spider-Man went to the wrecked car to see George Stacy is unconscious inside and looks badly hurt. He decided to rip the side door open hard and pulled off the seat beat, he gently helps George Stacy out of the car and carried him to safety as Yuri and the officers went to check on him.

"Is he okay?" Yuri is asking Spider-Man about George.

Spider-Man checks on George to see that he got a puncture wound on his side from the crash, he got some kind of hemorrhage inside the body.

"He's hemorrhaging, he's got internal injuries, he's needs a hospital fast." Spider-Man says to Yuri.

"The closest hospital is about ten blocks east from here, he can't wait for an ambulance to get here in time." Yuri informs Spider-Man.

"Then I'll take him there. I can get there faster." Spider-Man offers to take George to the hospital.

"Okay, go!" Yuri gave permission to Spider-Man.

Spider-Man carried George onto his shoulder as he swings away from the accident.

(Hospital)

Few minutes later, Spider-Man arrived at the hospital with an injured George Stacy in his arms.

"Help! I need a doctor!" Spider-Man calls out for help.

The doctors came by to see Spider-Man with an injured man in his arms.

"What's his condition?"

"He's hemorrhaging inside, he's got a puncture wound on his left side. Please help him." Spider-Man asking the doctors.

"Okay, let's get him to the ER!"

The doctors brought a stretcher as Spider-Man placed George onto it, the doctors took George to the ER to do their jobs in saving his life. Spider-Man is hoping that George will pull through, but his other concern is how Gwen will take the news about her father's accident.


In Forest Hills at the Stacy Residence, Gwen Stacy just returned home after studying at the Coffee Bean. She went up to her room as she loads her backpack full of books and puts them back into the shelves.

After she's done putting the books away, she laid back on her bed relaxing after a day of studying. She look to her left side and sees a picture of herself with Peter Parker back when he was still wearing glasses. She picked up the picture and looked at the picture of Peter as she still can't stop thinking about him.

Gwen remembered that time on Christmas Eve when she and Peter kissed each other for the first time, she smiled as she still holds on to that precious moment she and Peter shared together.

She got interrupted as the doorbell rang and there was some knocking, she walked out her room and went downstairs to check who is at her door, she peeked through the eyehole to see Yuri Watanabe here, she opened the door.

"Lieutenant Watanabe, what brings you here?" Gwen is curious about Yuri's presence.

"Gwen, I need you to come with me." Yuri says to Gwen.

"What's going on?" Gwen still don't know what it's about.

"It's your dad, something terrible has happened to him." Yuri tells Gwen the truth.

Gwen's eyes is widen as she still processing what could've happened to her dad, the only family she's got left.


Meanwhile at the hospital in Brooklyn, Peter is in the waiting room wearing his regular clothes as he's still awaiting news of George Stacy's condition. Peter sees a nurse coming down the hall and towards the waiting room.

Peter gets up. "Excuse me nurse, how is George Stacy?"

"He's still in surgery, they're draining the blood out of his organs, he's going through a transfusion, he's not of the woods yet." She told Peter about George's condition.

"I see, thank you nurse." Peter thanked the nurse.

The nurse then walks up to Jefferson Davis as she smiled, she knows this cop too well.

"Should've known that you were part of the operation in Brooklyn, Jeff." Rio smiled at her husband.

"Didn't mean to worry you, honey." Jefferson smiled at his wife.

The nurse is Rio Morales, she works at the hospital in Brooklyn, she's the wife of Sergeant Jefferson Davis and is the mother of their son Miles.

"So what happened to Captain Stacy, was it because of those dangerous weapons out on the streets?" Rio is curious.

"Unfortunately yes, and now these weapons are now in our neighborhood where our son is growing up. By the way, how is Miles?" Jefferson is worried about their son.

"He's at home playing video games with his best friend Ganke. He should be safe as long as he stays there." Rio tells her husband about Miles.

"I had hoped that being a cop would mean best protecting the neighborhood from all these threats. But now, I'm not so sure what I do is enough." Jefferson says to Rio.

"That's what I love about you Jeff, you're always willing to do what's right for your family." Rio smiled at Jefferson.

"How did I get so lucky to have a wonderful woman like you?" Jefferson smiled at Rio.

Jefferson and Rio are in a moment until Gwen Stacy came in with Yuri Watanabe.

"Where's my dad?" Gwen is getting too worried.

"Are you the daughter of George Stacy?" Rio Morales asking Gwen the question.

"Yes, that's me. Tell me, is my dad alright?" Gwen wants to know how her father is doing.

"Calm down, I'll tell you everything. Your father is still in surgery, the doctors are doing their best to save his life but it's a delicate situation." Rio explained George's condition to Gwen.

"What do you mean delicate? Are you saying that he could die?" Gwen is getting agitated.

"We're not sure yet, hopefully that won't be the case. But you'll have to prepare yourself for that possibly, I'm sorry Ms. Stacy." Rio says to Gwen.

"Oh god." Gwen is breaking down in tears.

"Gwen!" Peter says to Gwen.

Gwen walked up to Peter, she hugged him as he hugged her back to comfort her during this time of need.

"Peter, my dad." Gwen is tearing in her eyes.

"I know, I'm sorry. It'll be okay, he's going to pull through." Peter comforts Gwen as she crying.


At Fisk Tower, James Wesley is on the phone with the man who brokered the deal in Brooklyn, he was informed of everything that happened, including a certain incident involving a police captain.

"I see, lay low for a while until the heat dies down." James hangs up the phone.

"What is it, Wesley?" Wilson Fisk is curious about recent events.

"The weapons deal went south, Spider-Man and the NYPD disrupted the deal and our men had to bail out, but there was a complication. They used the new weapon against the Captain of the NYPD, George Stacy." James Wesley informs Wilson Fisk.

"Stacy, why am I not surprised that he's had a hand in disrupting our business, both him and Spider-Man. Last year, George Stacy stopped us from selling stolen arms and caused problems, then Spider-Man came to stop our assault on Midtown High." Wilson Fisk says to James Wesley.

"Right now, it might be wise to cease selling the weapons after this. A police captain was seriously injured and now the whole NYPD will be going around street to street to find out where these weapons came from." James Wesley suggested to Wilson Fisk.

"Fine, give the order and have our people go underground. These new weapons have been a gold mine for us, we can't afford to lose it. Tell our people to lay low at once." Wilson Fisk orders James Wesley.

"Yes sir." James Wesley pulled out the phone to make some calls.


It's morning in Brooklyn as both Peter and Gwen stayed the whole night awaiting news of George Stacy. Peter came by with coffee he got for himself and Gwen.

"Here you go." Peter hands Gwen a cup of coffee.

"Thank you." Gwen took the cup and thanked Peter.

Peter and Gwen both drank their coffee as neither of them had any sleep or couldn't sleep without knowing the fate of Gwen's dad.

"He'll be okay Gwen, your dad is a tough one." Peter said words of comfort to Gwen.

"I hope so. It's just... worrying about my dad, brings back memories of mom. My mom died when I was a kid and there are times that I still think about her, my dad was the reason I was able to keep going. Now that he's fighting for his life, being so close to death, I don't know if I can endure it again. Without my dad, I have no one." Gwen teared up some more.

"I get it, believe me, I actually understand what you're going through. When my parents died, my whole world was turned upside down, it felt like a piece of me was ripped away from me. I thought I was going to be alone until my uncle and aunt took me in, they showed me that I not alone. They kept me going and got me to smile again by giving me their love. Listen Gwen, I want you to know that I'll always be there for you, no matter what, that's my promise to you." Peter says to Gwen.

Gwen smiled as she felt a bit better, she gave Peter a hug as he hugged her back. They stopped hugging as Gwen is so close to Peter and felt more better in his presence, she didn't think or hesitate, she leaned in and kiss Peter on the lips. Peter was surprised but didn't turn Gwen away as he returned the kiss. They still kiss each other until Gwen opens her eyes and realizes what she's doing, she pulled back and broke off the kiss.

"Peter, I'm so sorry! I should never have done that! I'm sorry!" Gwen is apologizing to Peter for the kiss.

"Gwen, it's okay! It's okay, I get it! You don't have to feel guilty, I understand!" Peter tries to comfort Gwen as she felt guilty.

Rio Morales came to see Gwen and Peter waiting together, they see her as they hope that she's got some news.

"Good news, your father made it through surgery and he's out of danger, he's going to be okay." Rio smiled as she told them that he's okay.

Peter and Gwen both smiled as George get to live another day.

"Can I see him?" Gwen is wondering.

"Of course but just keep in mind that he's still in recovery, he needs plenty of rest." Rio tells Gwen how to proceed.

"Of course, thank you." Gwen thanked Rio.

"Sure, excuse me." Rio walks away to do her job.

Peter and Gwen went to George Stacy's room to find him still in bed and resting from surgery. Gwen came and sits next to him and grabbed his hand, she smiled as she's glad that he gets to live. Peter is happy that George is alive too, he did his part in getting him to the hospital in time. He's happy to prevent a tragedy from happening to Gwen, she means so much to him, still does.

Peter walks away as Gwen and George need each other as he's got a mission to do, continue what George Stacy started, finding who is creating theses weapons and putting a stop to it for good.

Peter felt a bit distracted from what just happened between him and Gwen, he kissed her despite the fact that he's already got a girlfriend.

"What's happening to me? I can't believe that I kissed my best friend, I shouldn't be doing this, I have a girlfriend now. Can't believe that I let this happen, it feels like I've betrayed Liz by that kiss. What's worse is... I liked it, when Gwen and I kissed, my heart beats like before. Could it be that I still have feelings for Gwen?" Peter says in his thoughts.

Peter is feeling conflicted between his kiss with Gwen and his relationship with Liz Allan, he's got two girls in his life and now all he felt is guilt, but a part of him didn't regret kissing Gwen.


Meanwhile in the city, Spider-Man is swing around Harlem finding anyone who is in possession of dangerous weaponry, he attack a gang that got their hands on one. He does the split kick on the two gangbangers, and he webbed up and pulled the leader to be interrogated.

"Where did you get these weapons?" Spider-Man wants answers.

"I don't know, I swear!"

(Little Italy)

An Italian mob is shooting at Spider-Man for coming after them, he webs up the barrels, jamming their guns. He jumps in for a drop kick on one thug, he sees another charging at him as he jumps and does the hurricanrana on the guy, he pin the guy down hard.

"Who supplies your men with these weapons? I want names?" Spider-Man is demanding answers.

"I don't have one!"


Later in Queens at the Parker Residence, Peter just returned back after going around New York, interrogating one gang after another for answers.

"Anything?" Mary Jane says to a frustrated Peter who just changed into his clothes.

"Nothing! No one knows anything or they're too scared to talk. Basically I got nothing." Peter is disappointed in himself.

"You will, you can't let yourself down because you have nothing." Mary Jane tries to comfort him.

"I'm like this because these weapons are out there hurting innocent people, it nearly killed Gwen's dad because I can't stop them!" Peter is too agitated.

"Tiger, what is going on with you? I've never seen you like this before." Mary Jane is shocked by his behavior.

Peter sighed as he calms down. "I'm sorry MJ, it feels like I'm letting everyone down, especially Gwen."

"Gwen? What does she have to do with this?" Mary Jane is confused by everything.

Peter is already saying too much as he's barely keeping it together. Unknown to either of them, May is coming by with a basket for laundry, she wants to pick up some clothes from Peter's room to wash but she decided to listen to their conversation.

"Peter, what's really going on? I can tell there's more going on than just what's happened to George. Please Tiger, you can tell me? You need it." Mary Jane wants to help Peter.

Peter sighed. "Okay, I'll tell you. Me and Gwen... kissed again."

Mary Jane is surprised that Peter and Gwen have kissed each other recently since that night on Christmas Eve, May who is outside the door is surprised too, but not too surprised since she's aware of her nephew's feelings for Gwen.

"Wow! Didn't expect that to happen so soon." Mary Jane says to Peter.

"Neither did it, until it happened. What is wrong with me? I just kissed Gwen behind Liz's back and now I feel like I've betrayed her." Peter felt guilty for doing this to Liz.

"Tiger, be honest, what do you feel for Liz?" Mary Jane is asking Peter a question.

"It felt great being with a great girl like Liz Allan, I like Liz, she's amazing." Peter described his feelings for Liz.

"You don't love Liz, Peter." Mary Jane then smiled at Peter. "Because you're still in love with Gwen."

Peter can't deny that he still has strong feelings for Gwen since that night he saved her life and later they kissed each other under the mistletoe.

"You're right, I still love Gwen, I've never stopped loving her. I thought that the feelings I've had for her were gone, but they're not, they're still here, in my heart." Peter described his feelings for Gwen.

"But the problem is that you have two amazing girls in your life, which means that you have to make a choice. You can have Gwen, or you can have Liz, but you can't have both." Mary Jane gave some relationship advice to Peter.

"You're right MJ. I need to talk with Liz and be honest about how I feel, I can't keep lying to myself and to her. She deserves to know the truth, that I still love Gwen with all my heart." Peter decided to tell Liz the truth.

Mary Jane smiled as Peter finally realized who he truly loves. May is outside the door smiling as she's happy too that Peter loves Gwen.

She knocked on the door as Peter and Mary Jane heard it.

"Peter, may I come in?" May asking to come inside the room.

"Yeah, come in." Peter invited her inside.

"Sorry to interrupt, but I was wondering if you got anything for me to clean?" May asking Peter.

"Sure, I'll get it." Peter walked to the closet.

Peter picked up the dirty clothes for May to wash and puts them in the basket.

"Here you go." Peter puts them in the basket.

"Thank you." May smiled as she walks out of the room.

May already left the room leaving Peter and Mary Jane to talk alone without May overhearing about Spider-Man.

"Before I do anything concerning Liz and Gwen, I still need to finish what George Stacy started. There are still more of this dangerous tech out on the street causing harm, I need to put a stop to this." Peter says to Mary Jane.

"Yeah, but how? You've exhausted every lead." Mary Jane says to Peter.

"Not every lead, I can think of one." Peter has a suggestion where to start.


Back in the city as the sun has already went down, in Hell's Kitchen, Turk Barrett is exiting the bar and walking down alone in the streets. He continues to walk the streets until he got webbed and pulled up, he screamed as he's getting higher. He stopped screaming until he sees Spider-Man on the ledge holding him up.

"Hey man, it's been awhile." Turk Barrett says to Spider-Man.

"You mean since you held a woman and her daughter hostage for the Kingpin." Spider-Man still remembers that day.

"Hey, if you're still pissed at me, I'm only the middleman, Kingpin pulls the strings on everything." Turk Barrett says to Spider-Man.

"That's not why I'm here." Spider-Man says to Turk Barrett.

"Then what is it you want from me?" Turk Barrett says to Spider-Man.

"Last December, you were selling arms to the gangs, high tech weaponry, I want to know where you get it?" Spider-Man wants answers.

"What do I look like? A Toys R Us?" Turk Barrett says to Spider-Man.

"Wrong answer." Spider-Man drops Turk.

Turk screamed in terror as he's falling until Spider-Man was able to stop his fall by holding the weblines holding him, he used the lines on the arm, legs, and head as to not break any bones in Turk. Turk stop screaming as he almost hits the ground, Spider-Man pulls him up to talk some more.

"What to try again?" Spider-Man intimidating Turk.

"Okay, I'll talk. High Tech Weapons, I know a guy." Turk is talking.

"I'm listening." Spider-Man is awaiting more answers.

"His name is Phineas Mason, he goes by the Tinkerer, he's the man you're looking for. He builds advanced technologies for the Kingpin, he's the one whose creating these weapons." Turk gave a name of the man Spider-Man is looking for.

"Where can I find this Tinkerer?" Spider-Man wants more answers.

Turk remained quiet as he's already saying too much and that information is very sensitive. Spider-Man could see that Turk is hesitating, he decided to loosen his grip on the web line making Turk fall a bit.

"Okay! I'll tell you! He's got a workshop at the abandoned Roosevelt Station on Roosevelt Island. That's all know, I swear, I swear!" Turk told the truth on where to find the Tinkerer.


Meanwhile back home in Queens, May is busy doing the laundry until she heard the doorbell ring. She walked over to see who it is. She opened the door and sees Liz Allan is here.

"Liz, I didn't know that you were coming." May says to Liz.

"Sorry to surprise you, but I was wondering if Peter is here." Liz says to Peter.

"No, he isn't, he said he left for work more than an hour ago." May says to Liz.

"I see, thank you and I'm sorry to bother you." Liz says to May.

"You must really love him, don't you?" May says to Liz.

"I do, your nephew is a great guy." Liz smiled at May.

"He is. I really wish that you were the one for him, because you seem like a good girl." May smiled at Liz.

"What do you mean by that?" Liz is confused by her meaning.

"I think that you know that Peter belongs with Gwen, she's the one for him." May tells Liz the truth.

"Why are you saying that? You don't think that I'm good enough for Peter?" Liz felt a bit offended.

"No, I think that you're perfect and that anyone would be lucky to have you as their girlfriend. But deep down that you know that Peter loves Gwen, and she loves him too. The sooner you accept it, the sooner you can be free to pursue your happiness. That's what I want for you, to be happy with the one who truly loves you for who you are." May gave Liz words of wisdom.

Liz couldn't bear to listen anymore as she walks away from the Parker home as May watched.

"I know that this is gonna hurt, but it has to be so that you can be free, and so that Peter and Gwen can find their way to each other. But I'll pray that you find happiness with your true love." May is watching Liz walk away.


Spider-Man is swinging to Roosevelt Island to find this hidden workshop and hopefully the Tinkerer. He arrived at the location where the abandoned subway station is located, he land outside where the tracks end.

"Okay, according to Google, this is the place. Here we go." Spider-Man proceeded to go inside.

Unknown to Spider-Man, he walked through a motion sensor.

(Roosevelt Station)

Tinkerer is working on his project until he sees that the silent alarm is tripped, he got curious as to how is outside the workshop. He went to the big screen to use the surveillance cameras, he caught an image of Spider-Man going inside the station.

"Spider-Man? Damn it." Tinkerer is disappointed that Spider-Man found him.

He picked up the remote and activated the exosuit he's been working on, he quickly gets to it.

Meanwhile Spider-Man is in the tunnel walking towards the station, he arrived there to find the secret workshop that Tinkerer owns.

"Looks like this is the place. Look all this equipment." Spider-Man says in his thoughts.

Spider-Man continues to search the workshop to find so many tools and resources, as well as a big screen computer.

"Okay, this is the workshop, so where's the worker?" Spider-Man still looking around.

He continues searching until his spider sense tingle and a bright light shined upon him, blinding him, he then got punched hard by something big. He crashed against the wall as he sees a large exosuit with a man piloting it.

"Greetings Spider-Man! I see that finally found me, allow me to introduce myself. I am Phineas Mason, I go by my professional name, the Tinkerer." Tinkerer introduced himself to Spider-Man.

"So all the weapons that have been created, the gauntlets, the illusion tech, this was all you." Spider-Man says to Tinkerer.

"That's right, I see that you recognized some of my work." Tinkerer is proud of his achievements.

"Your work is responsible for a number of deaths, a lot of good people are getting hurt, including a good man who dedicated his life keeping the city safe. Your weapon should never be allowed on the streets, you're selling dangerous weapons for money." Spider-Man isn't too happy with Tinkerer.

"Everything I do is for the Kingpin, back then when I was kicked out of Oscorp, I had no funding to continue my projects. But Kingpin saw the value of my work, he agree to fund my projects in return for weapons." Tinkerer says to Spider-Man.

"And you don't care who gets hurt as long as you get your money." Spider-Man says to Tinkerer.

"All I do is invent stuff and the Kingpin sells them, once they're out of my hands, I can't be responsible for what happens to anyone." Tinkerer says to Spider-Man.

"You're wrong, you're very much responsible for everything that has been happening to this city and its people, and I'm going to put a stop to all this. I'm shutting down your operation for good and sending you in prison." Spider-Man says to Tinkerer.

"Then I guess I'll have to kill you myself. Who know? The Kingpin might reward me handsomely for your head." Tinkerer says to Spider-Man.

"Too bad it isn't going to be easy money." Spider-Man says to Tinkerer.

Tinkerer controls the exosuit as he fire off a blast of plasma energy at Spider-Man but the web-slinger jumped and dodge the attack, he counters by webbing up the cockpit view. The Tinkerer uses the arm to remove the webbing and regained full view.

"There's not lot of space here, I'll have to force him outside." Spider-Man says in his thoughts.

Spider-Man charges in at Tinkerer as the exosuit fires more more rounds of plasma energy at Spider-Man. Spidey dodge every incoming fire them he slides down under the exosuit legs and got behind him.

"Impressive, but futile. Let me show some upgrades I've made to my suit!" Tinkerer says to Spider-Man.

The exosuit has boosters on its legs and back for flight, Spider-Man sees that Tinkerer's suit can fly.

"Great, his suit can fly. Must've taken a page from Iron Man's playbook. I'll have to draw him outside." Spider-Man says in his thoughts.

Spider-Man swings down the tunnel and away from the Tinkerer.

"You can run but you can't hide!" Tinkerer flies after Spider-Man.

Spider-Man is running down the tunnels as Tinkerer is catching up to him. He thought of an idea, Tinkerer fires off a blast of plasma energy but Spider-Man jumped and counters by webbing the cockpit view again, blinding the Tinkerer. Spider-Man was able to hitch on the back of the exosuit, Mason could see a bit and noticed that there's a hugh doorway in his path, he uses his remote to open the door out of the tunnel.

Both Tinkerer and Spider-Man made it outside and still flying around towards the Queensboro Bridge as they came crashing down on the bridge, all the cars stopped as they see Spider-Man fighting a guy in an exosuit.

Everyone started getting out of their vehicles and started running away from the scene. Tinkerer picked up Spider-Man and tossed him hard at the cab. Tinkerer looks around to find something to be used, he found an SUV with a family still inside.

Spider-Man gets off the cab and stands up as Tinkerer picked up the SUV with a family inside and holding it above his head.

"Don't do it Mason! They're innocent!" Spider-Man says to Tinkerer.

"Collateral Damage, Spidey!" Tinkerer doesn't care.

Spider-Man looked at the Tinkerer's legs as he got an idea, he fired a web line at both his legs, he pulled very hard forcing the exosuit to fall backwards as the SUV is falling, Spider-Man quickly ran and caught it with his hands, he gently puts it down.

"You guys should go." Spider-Man says to the family.

The family got out of the SUV as they started running away from the fight. Spider-Man see the Tinkerer is getting back up.

"Still have a weakness for saving lives, how predictable." Tinkerer says to Spider-Man.

"This has to end before anymore lives are hurt because of you." Spider-Man says to Tinkerer.

"Then let's finish this!" Tinkerer says to Spider-Man.

The exosuit has some extra features, a launcher full of small homing missiles, he locked onto Spider-Man and fired them all.

"Oh crap!" Spider-Man is in trouble.

Spider-Man jumps off the bridge and dodged them, one hits the ground and blows up, but five more are still tailing him. Spider-Man kept on swinging hoping to dodge them all but they're hard to shake off. He went through the cables as a couple of them blows up. Three are still chasing him until he swings and webs back to the bridge tower, the missiles are still in the air and turning back.

"Great, they're coming back!" Spider-Man says to himself.

One missile is closing in as he webs it and swings it back at another missile, the two missiles collided and blew up, but only one remained, he jumps off and swings away from it.

"Can't shake this last one. But I won't have to, I know where to guide it." Spider-Man says in his thoughts.

Spider-Man swings around the bridge as Tinkerer watched the whole thing. Spider-Man sees the Tinkerer in sight, he turns around forcing the missile to follow him. Tinkerer sees Spider-Man heading towards him, he fires off some plasma fire but Spidey dodged every single one of them. Spider-Man reached Tinkerer and cling onto the exosuit.

"Tag, you it!" Spider-Man says with humor.

Spider-Man jumps off him as the Tinkerer turns around looking at Spider-Man but he got distracted that he didn't noticed the missile coming behind him.

"Oh crap." Tinkerer says with a disappointing look.

The missile hits the back of the exosuit, damaging it. Tinkerer is having a hard time maintaining control of the suit's functions because of the missile blast, but he was lucky that the suit was durable enough to protect him from the blast.

"Damn it, move!" Tinkerer struggles to get the exosuit working.

Spider-Man landed on the cockpit window as he punched hard through the glass and grabbed Tinkerer, he pulled him out of the seat hard. He jumped off the exosuit while still gripping the Tinkerer, keeping him from escaping, he stands next to the exosuit.

"What a piece of junk." Spider-Man flicks his finger at the exosuit.

The exosuit got flicked as it's falling off the bridge and heading down into the river, it sinks down in the water as Spider-Man and Tinkerer watched. Spider-Man brought the Tinkerer so close as the man is scared of the hero.

"So care to go a few rounds without the suit?" Spider-Man holding Tinkerer and scaring him.

"No." Tinkerer is scared.

"Too bad." Spider-Man says to Tinkerer.


Later at the 13th precinct, Yuri Watanabe is the ranking officer and is now acting captain during George's recuperation. The Lieutenant sees some officers walking outside as she wonders what it's about.

Yuri came out of the precinct to see Spider-Man with the Tinkerer and a bag full of weapons.

"Spider-Man, what is the meaning of this?" Yuri is curious about the man with Spider-Man.

"Lieutenant, meet Phineas Mason, the Tinkerer, the man responsible for making these weapons of death, here's the evidence." Spider-Man tossed the bag.

Yuri examined the bag to find unregistered high tech weapons and some cash, probably from the buy.

"Is this enough evidence to convict this man?" Spider-Man asking the Lieutenant.

"It's enough, thank you Spider-Man, for everything." Yuri gave her gratitude to Spider-Man.

"Happy to help, he's all yours." Spider-Man let's go of Tinkerer.

"Cuff him!" Yuri orders the officers.

A couple of policemen put handcuffs on Tinkerer.

"Phineas Mason, you're under arrest for the creation and distribution of unregistered weaponry, you the right to remain silent, anything you say can and will be against you in a court of law." Yuri is reading the Miranda Rights.


Meanwhile at Fisk Tower, James Wesley is on the phone with an informant inside the 13th precinct who is informing him of Mason's arrest.

"Thank you for informing me, you will be rewarded." James Wesley hangs up the phone.

"What is it?" Wilson Fisk is curious about the call.

"Mason got arrested and is in police custody, he's been charged with supplying unregistered tech to criminals." James Wesley informs Wilson Fisk.

"How did this happen?" Wilson Fisk isn't too happy.

"It was Spider-Man, he tracked down Mason and brought him to justice." James Wesley says to Wilson Fisk.

"Spider-Man!" Wilson Fisk slammed his fist down on the desk. "He took down another business of mine, now we just lost a very profitable one that made us more money. Did Mason leave any evidence of my involvement?" Wilson Fisk is curious.

"Of course not, Mason is too smart to leave any evidence of you, he knows too well that you'll kill him if he ever did. But seeing as Spider-Man located the workshop, it's mostly likely that the police would know about it too." James Wesley says to Wilson Fisk.

"How unfortunate, that place has been compromised, abandoned it as it is, it's useless now." Wilson Fisk tells James Wesley.

"I understand sir." James Wesley comply with Fisk's orders.

"Let's hope that our new partnership with Nobu and Mariah will fill in that gap we lost with Mason. Election month is near, once I'm elected mayor, my power in New York will be enormous, not even Spider-Man will be able to stop me." Wilson Fisk smiled mischievously.


The next day after the fight with Phineas Mason, Peter went by the hospital to check up on George Stacy. He found George Stacy getting up from the bed and standing with a cane.

"Captain Stacy, it's so good to see you up on your feet." Peter smiled at George Stacy.

"Barely, Doctor says that I'll have use this cane for a couple of weeks, and that I'll have to be out of work during that same period." George Stacy standing with a cane.

"I'm sorry about that." Peter gave his condolences to George.

"Don't be, it's my job, there are always risks. By the way, I've heard that Spider-Man was successful in stopping the man responsible for creating these weapons of death." George Stacy says to Peter.

"He did, looks like he was able to complete your mission, Captain." Peter says to George Stacy.

"That's great, he might've saved many lives. He truly is a hero." George Stacy smiled at Peter.

Peter smiled too as George compliment his actions as Spider-Man, Peter is happy too that George is still in the world thanks to him and that Gwen still has a dad.

"Dad?" Gwen came by to see her dad.

"Gwennie." George Stacy smiled at his daughter.

Gwen walked up and hugged her dad as she's happy that he's alright,

"I never thought I'd see you again, I'm so glad that you're alright." Gwen teared a bit.

"I'm not going anywhere, I'll always be here for you." George still hugs his daughter.

Peter wanted to talk with Gwen about his feeling for her but he decided that it's not the right time as Gwen and George still need each other. He walks away to give Gwen time with her dad, he still loves her so much that he chooses Gwen's happiness over his own. He'll tell Gwen how he truly feels until the time is right.


Later after he left the hospital, Spider-Man returned to the abandoned workshop in Roosevelt Station, he looks around to see the place is still functioning.

"Maybe I should've told the police about this place. Can't have all this falling into the wrong hands." Spider-Man says to himself.

Spider-Man still looks around to see the value of this place, it's hidden and would be ideal for a hideout for himself.

"Then again, this place might do some good in my hands. This place already has the tools, equipment, and resources needed for my ventures as Spider-Man. It's between New York and Queens, at least I won't have to go all the way home for some more web fluids, this place is perfect for me. Thought it could use some tinkering from me, I'm gonna need help." Spider-Man says to himself.

Spider-Man picked up the phone and calls Mary Jane.

"Hey Tiger." Mary Jane says to Peter.

"Hey MJ, are you busy today?" Spider-Man is asking Mary Jane.

"Not really, why?" Mary Jane says to Peter.

"I could use your help." Spider-Man says to Mary Jane.

(Couple hours later)

Peter and Mary Jane both came in with some bags as they look around the hideout that used to belong to Tinkerer.

"Whoa!" Mary Jane is amazed by the place.

"I know... time to go to work." Peter smiled at Mary Jane.

Both Peter and Mary Jane got busy in fixing up the place. Mary Jane is cleaning off the floors with a broom as Peter is at the supercomputer about to plug in a flash drive.

"Time to plug in the encryption spiders." Peter plug the flash drive in.

The flash drive uploaded some program to rewrite the supercomputer that is locked and only accessible to Tinkerer, the program is erasing everything that belonged to Tinkerer and turning it so that it can be accessed by Spider-Man.

Later Peter is hanging on the ceiling as he drilling some bolts to it and hangs a chain that holds a punching bag for Peter to use in his spare time for practice.

Mary Jane finished cleaning off the table as she place some of the cartridges and chemicals for the web formula for Peter to make more webbing.

Peter is disassembling the leftover inventions of Tinkerer into parts that might come in handy for Peter to create something useful as Spider-Man.

Peter and Mary Jane both assembled the Wing Chun dummy they brought from the abandoned warehouse where Peter trained under Julia Carpenter.

Peter is replacing some of the lightbulbs with the red and blue to spice up the place. He looked at the supercomputer to see the program is completed, the big screen turned red with the emblem of a spider on it.

Sometime later as Peter and Mary Jane are both exhausted from all the hard work they've did to the place, they smiled as they like how the place looked.

"So MJ, what do you think?" Peter asking Mary Jane for her opinion.

"It's beautiful Tiger. We did it." Mary Jane smiled in amazement.

"We sure did, welcome to the Spider-Cave." Peter smiled too in amazement.

After a day of hard work, Peter and Mary Jane turned the former workshop of Tinkerer into Spider-Man's new base of operations, the Spider-Cave. Peter hands Mary Jane a can of cold soda as the two cheered for the new place for Spider-Man.


Sometime as the sunsets in Queens, Peter went by to Liz's house as he rang the doorbell. Liz came opening the door and sees her boyfriend Peter here.

"Hey Liz, we need to talk." Peter says to Liz.

"I went by your house yesterday but you weren't home." Liz says to Peter.

"Oh, I didn't know that. I'm sorry Liz, I was away..." Peter got cut off by Liz's words.

"Your aunt told me that you and me aren't meant to be." Liz tells Peter the truth.

"My Aunt May told you that?" Peter didn't know about this.

"She told me that you still love Gwen. Is this true?" Liz felt a bit sad.

"Liz, I can explain." Peter tries to talk with Liz.

"Peter, please don't, if you ever felt something for me, then please tell me the truth. Was there something between you two?" Liz is desperate for answers.

Peter remained quiet until he speaks. "Yes."

"What was it?" Liz needs to hear it.

"Gwen and I... kissed for the first time, on Christmas Eve." Peter confessed the truth.

"You two kissed?" Liz didn't know.

"Yes, what happened that day, it was the most wonderful thing that has ever happened to me, I thought that I was over it but I wasn't. I still have feelings for Gwen." Peter confessed his feelings.

"On Valentines Day, when you were opening the door, you looked like you were leaving. You were going to go see her, weren't you?" Liz says to Peter.

"Yes, I was going to see her, to tell that I love her. I'm sorry Liz, but that's the truth." Peter tells Liz the truth.

Liz teared up. "I knew that on some level that you and I weren't functioning as a couple. I've told you before that 'I love you', I was hoping that you would tell me 'I love you, Liz', 'Liz, I love you', but you can't, because your heart isn't with me, it's with her, it always was."

"Liz, I'm sorry, I've never meant to hurt you." Peter tries to apologize to Liz.

"But I am hurt, because you and me aren't meant to be. Right now, it's better that we break up. I just want you to go." Liz says to Peter while tearing.

"Liz..." Peter tries to talk to Liz.

"Peter, just go... please." Liz tells Peter to leave.

Peter couldn't say much but respect Liz's decision, their relationship as boyfriend and girlfriend ended, Peter walked away as to leave Liz behind and felt bad for the pain she's in. Liz watched as Peter walks away as she's closing the door, she began to cry some more alone. She just broke up with Peter Parker and it still hurts.

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