It was late at night in the city as an Oscorp truck cruised down the streets. As the truck continued down it's trek, the shadowy figure of the Vulture swooped towards it. The Vulture then aimed one of his gauntlets at the truck and fired a small device at the cab.

"Signal jammer's attached, Tinkerer." Vulture reported. "Go ahead."

"Just a few seconds…" Tinkerer replied. "There. No distress calls can go out. You're good to go."

Vulture then flew towards the truck and fired two cables from his wings, attaching him to the truck. He then disconnected himself from the wings and dropped onto the truck. Once on top of the truck, Vulture activated a small laser on his gauntlet and began carving a hole in the truck. Once the hole was cut, the metal dropped down to the ground, allowing Vulture dropped down himself, looking around at the cargo they were transporting.

"High grade laser weapons." Vulture noted. "Looks like we hit a good one."

Vulture wasted no time grabbing weapon after weapon and loading them into the bags he brought. Once he had grabbed enough, he leapt out of the truck and reattached himself to his wings, taking off into the night.

The next day, Norman Osborn came into Oscorp, and was approached by one of his security agents.

"Mr. Osborn, another one of our shipments was hit again last night." He informed.

"What?!" He let out, trying not to raise his voice. "What did we lose?"

"Our high grade laser array." the agent told him.

Norman clenched his fists in frustration, trying not to lash out.

"Do we have any clues as to who's responsible?" Norman questioned.

"Nothing yet, sir." The agent admitted. "Whoever it is, they're clearly professional."

"Increase security on all further shipments, and begin working on this assailants identity." Norman ordered. "I want him caught."

At Midtown High, class was letting out for the students. Peter was walking out when Liz came up and hugged him from behind.

"Hey Petey!" she cheered.

"Hey, Liz." Peter greeted, turning to face her. "You always have the peppiest ways to get my attention."

"I'm a cheerleader, what do you expect?" Liz remarked.

"Touche." Peter conceded. "So, my Aunt wanted to know the color your dress would be, so I'd get you the right corsage."

"I'll give you a hint, it's the color of your eyes." she answered.

She gently stroked his face as she said this, eliciting a blush from Peter. Before it could go any further though…

"WHAT THE HELL LIZ?!"

Both Peter and Liz turned to see Sally Avril storming towards them.

Sally Avril, one of Liz's fellow cheerleaders and best friends. Additionally, no big fan of mind. Wouldn't be so bad if I didn't have a crush on her in freshman year… got turned down flatter than a pancake.

"What in God's name are you doing with Puny Parker!?" Sally demanded.

"Um… talking to him." Liz answered.

"That don't look like just talking!" Sally snapped. "Please don't tell me you and him are… DATING!"

"So what if we are?" Liz replied. "It just so happens I think Peter is a nice guy."

"He's also a nerd who will ruin your entire social life!" Sally insisted. "You can't be serious about this!"

"I am serious about this!" Liz insisted. "Why does everyone act like spending anytime with Peter is gonna brand me an outcast or something?!"

"Because he is!" Sally snapped. "He's bum who can't even afford to buy kmart clothes!"

"Hey, they're not kmart clothes!" Peter chimed in.

They were walmart, but they didn't need to know that.

"You stay out of this, Parker." Sally insisted. "You've done enough damage!"

"Lay off, Sally." Liz told her. "Peter and I are going to Homecoming together, no matter what you say."

"Oh yeah?" Sally exclaimed. "And how are you gonna get there? Last time I checked, he doesn't have a car after his uncle-!"

The slap came out of nowhere, Liz's hand connecting with Sally's face. Peter was honestly taken aback by the act. Sally held her face, a dead silence filling the hallway. Everyone that had gathered to watch the action just stared, until Flash himself broke the silence.

"Low blow, Sal." he told her. "That was too far."

"I… I'm sorry." She said quietly, still holding her red cheek.

Liz just glared at her, then took Peter's hand and led him away from the scene.

"Wow, Liz." Peter remarked when they were finally clear of everyone. "That was… wow."

"She had no right to talk to you like that." Liz insisted. "And then she had the gall to say… THAT!"

"Yeah that was… pretty low." Peter agreed. "Thanks for sticking up for me."

"Any time, Petey." Liz replied, gently pecking him on the cheek. "Anyway, I need to get to cheer practice. Coach is probably gonna have me running laps for what happened."

"See ya later then." Peter told her.

She walked off, giving him a wave before disappearing.

Later, Spider-Man was swinging through the city, thinking over everything that had happened.

"Man, Liz is so cool." He mused. "I have got to be the luckiest guy in New York."

He stopped on a wall, letting out a sigh.

"Sally did have a point though." He admitted. "How am I gonna get Liz to Homecoming? Limos are kinda expensive and the money I've saved up will barely cover the corsage. What am I gonna do? I can't ask her to take the bus."

As he pondered his situation, he looked down and saw some masked men entering what looked like a closed bank.

"Can't exactly talk to these guys about financial advice." Spidey remarked. "Although, some spidey pictures could help solve my money problems."

He quickly took out his picture and webbed it to the side of the building before leaping down towards the bank.

Inside, the thugs got to work, taking out futuristic looking guns and shooting lasers at the ATM's and vault.

"Sweet!" One thug let out. "With toys like these, who needs a safe cracker."

"Hey, my uncle was a safe cracker." a second thug commented.

"Just get the money!" the first thug told him.

The thug just shrugged as he and the others began gathering up their ill gotten goods. As they worked, Spider-Man quietly entered into the bank. After quietly closing the door, he leaned against the entryway, striking a pose that was both nonchalaunt and imposing.

"Sup guys. Forget your pin number?" Spidey remarked.

The thugs turned around and saw Spider-Man standing there. Instantly, they aimed their weapons at him and opened fire, forcing the webhead to leap out of the way.

"Seriously guys? Nothing?" Spidey remarked. "I go to all the trouble to make you Spider-Man stomped perks, the least you guys can do is make it interesting."

One swung at him from behind with his bag of loot. Spider-Man quickly ducked under the bag before clocking him in the face. He then quickly spun around and shot out two webs, snagging two of the thugs guns and yanked them out of his hands. Once they were disarmed, Spider-Man quickly webbed them to a wall, leaving one last thug to try and make an escape with the loot. Before he could even reach the door, Spider-Man leapt onto his shoulders and sent him face first into the pavement.

"Ooh, so close." he winced, grabbing his gun. "Now how did punks like you get guns like these?"

"We ain't telling you nothing." the guy he was perched on winced.

"That's a double negative." Spider-Man told him. "So that means you will tell me something."

"Wha.." the goon stuttered, caught off guard. "Well… I ain't talking! Ya can't make me!"

Just then, the sounds of sirens filled the air, causing Spider-Man to groan.

"Hopefully the police can have better luck with you." Spidey shared before swinging off.

Back at the Parker house, Peter got to work developing his pictures. As he finished with them, he was horrified to see all of them were practically useless.

"No." He let out. "The window caught the flash! No way Jameson will use these!"

Peter just slumped back in his chair, trying to think about what to do next. As he thought, his mind wandered to the thugs' high tech weapons.

The more I thought about the weapons, I couldn't help but feel I saw them before. Then it hit me: Shockers gauntlets. They had similar blaster power. And their designs reminded me of the tech based around the Enforcers suits… the Enforcers who had teamed up with that winged freak. I rationalized that he must be the one decking out these guys. So if I took out the guy with the wings, I ended the threat… and not incidentally, make enough green to make sure Liz goes to Homecoming in style.

I know that sounds a little self serving, but I saw it as taking out two birds with one stone.

At the abandoned hanger, Toomes went over to Mason, AKA the Tinkerer, to discuss their next move.

"Osborn's getting wise to our work." He informed. "We're gonna have to be smarter about our strikes."

"I've already been upgrading the signal dampeners, and installing your gauntlets with offensive weaponry." Tinkerer informed. "They should be able to handle any extra security Osborn can cook up."

"Good." Toomes told him. "I need them ready for the next mission. We can't afford to fall behind now, especially with Spider-Man on our scent."

"Well if you want, I can get back to work on that high altitude vacuum seal I was telling you about." Tinkerer suggested.

"What?" Toomes replied. "No. I already told you, forget it. We do this under the radar, remember?"

"Boss, you said so yourself that Spider-Man's on our scent." Tinkerer rationalized. "If we do the job, then we'll be set for life and can lay low with our money. "

"We're not taking any unnecessary risks unless we have to." Toomes insisted. "Now, when's the next target?"

"Tomorrow night." Tinkerer replied. "Delivery to a warehouse near Brooklyn."

"Perfect." Toomes let out, smiling.

At the Daily Bugle, Peter went to the archives room to see if there were any other sightings regarding the Vulture. He peered through paper after paper, looking for any leads. The most he found was Spider-Man's fight with him and the Enforcers.

Needless to say, I was starting to get annoyed. Barely any leads on my mysterious robbers, or the origin of their tech. However, as I peered through the papers, I saw one regarding my fight with the Shocker. Apparently Shocker, real name being Herman Shultz (sorry to be him) said he stole his tech from Oscorp.

"So that's it." Peter said aloud. "The wing guy's stealing tech from Oscorp and selling it to criminals. So all I have to do is find an Oscorp sight he's gonna hit, and I got him."

...

That night, Spider-Man swung throughout the city, investigating one Oscorp sight after another. As he went to each sight, he waited a while for the Vulture to show up and hit the place. Unfortunately, each sight turned out being a bust. Little by little, his chances of finding the Vulture seemed to chip away.

As he swung through the city, he let out a yawn.

"Just one more…" He let out, struggling to stay awake. "One more and then I'm calling it."

After some more swinging, he reached the warehouse he was looking for. He perched himself on a rooftop across from the warehouse, waiting for the Vulture to make his move.

My least favorite part of being a superhero: stakeouts. The endless waiting, the late hours, the intense boredom. I mean, I can't even do my homework to keep myself occupied because I have to keep watch

Just then, a loud sound stirred Spider-Man from his trance, causing him to look up and see the Vulture flying towards the warehouse.

"Finally." He let out, hiding himself as the Vulture made his way to the warehouse.

Vulture then disengaged from his wings and landed on the roof of the warehouse, using his gauntlets to cut a hole in the window. He looked inside, seeing security cameras, laser monitors, and guards patrolling the hallways. Vulture seemed relatively undeterred from this, as he took out a small device from his belt and placed it inside the building. The device sprouted legs and walked down the wall towards one of the cables connected to the cameras. It shot out a cable of its own, connecting to the cameras and by extension, the lasers.

"Tapping into the security systems now." Tinkerer informed.

After a few seconds, the cameras' lights blinked and the lasers deactivated.

"You're good to go." Tinkerer reassured.

Vulture took out an orb from his belt and tossed it inside. It opened up, filling the room with gas that knocked out the guards. Once the guards were out cold, Vulture made his way inside, looking around at all the inventory before him. Vulture couldn't help but whistle in response.

"Looks like they got some good stuff here." Vulture commented.

"They always do." Tinkerer remarked.

Vulture then got to work, taking out a bag and filling it with the items on the shelves. From his vantage point outside, Spider-Man watched and began to set up his camera.

"Get ready to watch the birdy, buddy." Spidey whispered before chuckling a bit. "Watch the birdy. Hehe."

After a few minutes, Vulture leapt out and reattached himself to his wings, readying to take off. Before he could, Spider-Man managed to snag a web onto his bag and yanked it out of his hands.

"Hey, big bird!" Spidey called out. "This doesn't belong to you!"

"You..." Vulture snarled. "You are getting more and more bothersome by the day, Spider-Man!"

"Pal, I've been called plenty of nasty things," Spidey remarked. "Bothersome doesn't even crack the top ten."

Vulture flew towards him and tried to slice at him with his wing, forcing Spider-Man to leap out of the way. Spider-Man shot out another web towards Vulture, but he used his wing to block it and tried to fly upwards.

"Oh no, not this time!" Spidey declared, shooting another web towards the roof.

The webs snapped taut, straining Spidey's arms as he tried to pull Vulture back. Spider-Man grunted as he gripped both webs with all his might. Deciding to cut his losses, Vulture decided to slice the web and fly off, leaving Spidey to land on the roof.

"Come on, beaky!" Spidey called out. "Don't fly away angry!"

"The name is Vulture!" He yelled, flying into the night.

Spidey was left on the roof, nasty bruises forming on his ribs where he landed.

"I wonder if superheroes can apply for medical insurance." Spidey remarked, returning to his camera.

When Peter returned home, everything ached. As such, he taped an ice pack to his side as he looked over his shots. Sadly though, his new batch of pictures were no better than his last.

"Come on!" Peter let out. "First the window caught the flash, now I forget the flash. They're too dark to make out anything!"

He tossed the photo's aside in frustration before flopping onto his bed. His ribs screamed at him when he did, forcing him to roll onto his good side. The throbbing pain was the icing on the proverbial cake.

"Well… today was a bust." Peter groaned. "How the heck am I gonna nail this guy now?"

I just laid there for what felt like hours, wracking my brain on how I was gonna stop this guy. Suddenly, a thought came to mind. Who better to ask about Oscorp break ins than a former Oscorp employee.

Back at Vulture's lair, Toomes was pacing back and forth, still upset about his run-in with Spidey.

"So you didn't get anything?" Tinkerer asked.

"No." Toomes lamented. "Can we still do the Sytsevich job?"

"Should be able to." Tinkerer replied. "But without more tech…"

"I know." Toomes replied.

"Maybe I should get back to work on that high-altitude vacuum seal?"

"You still on that?" Toomes replied. "I told you, no."

"Ok, ok." Tinkerer replied defensively. "So what do we do about Spider-Man?"

"... I'll kill him." Tommes decided.

...

At Empire State University, Dr. Connors was in the midst of teaching a class.

"Catabolism is described as exergonic pathway during which the breakdown, or oxidation of carbon fuel, releases energy. Energy is then captured in high energy bonds and the phosphorylation of ADP."

With that, a bell rang out, signaling the end of class.

"Well, that's all the time we have for today." Dr. Connors told everyone as they packed up and headed out. "Remember to read chapters 7, 8, and 9 for next week. I'll be in my office if anyone has any questions."

As the last of the students exited the classroom, a familiar shadow filled the room.

"From cracking genetic mysteries to grading midterms." Spider-Man remarked. "Kinda a downgrade, eh Doc?"

"Perhaps, but I don't mind it." Dr. Connors replied as Spider-Man climbed in. "I'm assuming since it's Spider-Man visiting, this isn't a social visit."

"Afraid not." Spider-Man replied. "Someone is going after Oscorp tech. Wondered if you had any clues as to who."

"You'll have to be a bit more specific on what's being taken." Connors spoke up. "Osborn is not without enemies."

"How about high tech lasers that cut through a bank vault and nearly me." Spidey remarked.

"Hmmm, now that sounds familiar." Connors recalled, rubbing his chin. "If I remember correctly, Dr. Toomes' team was the brains behind the lasers."

"Toomes?" Spidey repeated. "With a name like that, it's no wonder he turned out bad."

"Actually, Toomes was one of the best men I've ever had the pleasure of working with." Connors insisted. "He always looked out for his team, and when he wasn't focused on his work, he was spending time with his daughter. Honestly, I don't think he's capable of something like this."

"Neither was Max Dillon." Spidey reminded.

Connors winced.

"Right..." he let out.

"Sorry." Spidey replied.

"It's alright." Connors reassured. "If Toomes is behind this, I would suggest looking into Aaron Davis. He used to work alongside Toomes before his team was sacked."

"Any idea where I can find him?" Spidey asked.

In a parking garage elsewhere in the city, a lone african american man walked towards his car calmly and quietly, unaware of his arachnid themed tail crawling on the ceiling behind him. As he reached his car, Spider-Man lowered himself down on a web upside down.

"Aaron Davis?" Spider-Man let out.

The man jumped in the air, freaking out slightly.

"We need to talk." Spidey told him, landing on the hood of his car. "Specifically about your old cubicle mate, Toomes."

"Toomes?" Aaron let out. "Look, I wanted no part in his plan and I told him as much. He let me walk and we've remained out of touch."

"Come on, you gotta do better than that." Spidey replied. "Those weapons he's shelling are super dangerous. If even one of them can cut through a bank vault, imagine what they can do en masse."

"Look, I swear to you I don't know nothing." Aaron promised.

"There has to be something." Spidey pressed. "Contacts, plans, anything."

Aaron paused for a moment before remembering something.

"He did call me last week." Aaron told him.

"Yes!" Spidey let out. "What'd he say?"

"Not much." Aaron replied. "Offered me a chance to get back in, though I turned him down. Said something about a meeting with some Russian guy."

"Where and when?" Spidey asked.

"The docks. Eleven." Aaron replied.

"Eleven… that's soon." Spidey realized. "Thanks man. I owe you a sandwich."

Spider-Man then leapt into the air and swung off towards his destination. Aaron picked himself up, then drove off himself.

At the docks, a black car pulled up and came to a stop. The front passenger door opened up and a man came out to open the back passenger door. Once it was open, a bald man in a sleeveless shirt and pants came out and looked around.

"Disgusting." He commented. "Where is he?"

"He said he'd be here." the other man replied.

Just then, Vulture landed on the edge of the docks, his wings folding in as he walked forward.

"Alexi Sytevich, welcome." Vulture addressed. "Glad you could make it."

"You have what was promised, da?" Alexi asked.

"See for yourself." Vulture replied.

He stepped aside, revealing a white truck with a tarp over the bed. Alexi went over to the truck and pulled the tarp off, revealing the weapons inside. Alexi smiled in response.

"I like." Alexi commented. "I like a lot."

"I trust you've brought our agreed upon price." Vulture assumed.

Alexi nodded, then snapped his fingers. One of his men came forward with a black suitcase. Vulture opened it up to see a large amount of money inside, much to his delight. Just them, a web shot itself to the back of the case and yanked it away, spilling the money out as it streaked into Spider-Man's hand as he clung to the side of a shipping container.

"Yoink!" Spidey let out before leaping down to the ground. "Sorry guys, but this a strict no soliciting zone. I'm gonna have to ask you to leave."

Alexi's men immediately opened fire on Spider-Man, causing him to leap into the air and onto the side of another shipping container. He then fired two web shots at the barrels of the guns, clogging them up. As the men tried to pull the web off, Spider-Man swung down and kicked one goon in the chest before punching another, knocking them to the ground. As the goons fell, one of the guns fell near Alexi. He quickly grabbed it and fired at Spider-Man. Spider-Man leapt around, dodging every bullet before finally reaching Alexi. He then knocked the gun out of his hand and webbed one of Alexi's hands as he tried to punch him. He then webbed his other hand and for good measure, webbed his pants down to his ankles.

"You might feel a little drafty for a while." Spidey commented as Alexi screamed in fury.

"I kill you, Spider!" Alexi yelled.

"Take a number." Spidey remarked before turning to Vulture. "Speaking of which…"

He shot a pair of webs at Vulture, aiming for his wings. They connected as Vulture tried to fly off. Spider-Man quickly stuck to a nearby street lamp, trying to halt Vulture's assent. Vulture pulled hard on one of his wings, using it to sever the web on the opposite wing, causing Spider-Man to fall back slightly. Vulture then flew up, carrying Spider-Man along with him. After flying up a distance, he whipped down in an attempt to through Spider-Man off. It worked and Spider-Man went flying into the air for a bit before falling back towards Vulture. Vulture tried slashing at Spider-Man, but he grabbed the edge of the wing and flipped over it, landing on the other wing.

"That the best you got, Vulture?" Spidey jeered. "Or should I just call you Toomes?"

Vulture went wide eyed in response before using his free wing to try and slap Spider-Man off. Spider-Man then leapt off the wing and onto Vulture himself, punching him in the helmet. Part of the helmet broke off, exposing a bit of his face underneath before Vulture used his wing to grab Spider-Man from behind and tossing him off towards the roof of a nearby building. As Spidey went crashing onto a building, Vulture flat out bolted from the scene, disappearing from the scene. Spidey went to follow, his ribs screaming at him, but then he caught a glimpse of what he had landed on. A sense of horror and anger washed over him as he realized he's crushed his camera.

"Aw man, my camera!" Spidey let out, picking up the pieces. "Perfect."

Back at Vulture's lair, Toomes breathed heavily a bit before grabbing his helmet and throwing it.

He then swiped the contents of a table onto the floor before flipping the table itself.

"Um, I think I'm still gonna need some of those." Tinkerer replied.

"Spider-Man knows who I am." Toomes shared.

"Whoa." Tinkerer let out. "What do you wanna do?"

Toomes paused for a moment before finally responding.

"Think you can get that high-altitude vacuum seal up and running in time?" Toomes asked.

"Seriously?" Tinkerer replied, honestly surprised. "Yes. You won't regret this."

"At this point, what have we got to lose?" Toomes replied.

Peter walked out of an electronics store, a cheap digital camera in his hands. He stuck his now empty wallet in his pocket, letting out a long sigh.

"At least I won't have to worry about developing pictures the old fashioned way." He said, trying to put a positive spin on it.

Unfortunately, the replacement camera pretty much cleaned me out of all the money I had saved for myself up to this point. Meaning I could kiss taking Liz to Homecoming in style goodbye. Plus, I also had to tell Aunt May I broke Uncle Ben's camera. I knew she would be crushed.

"Oh Peter, are you okay?" May asked, looking Peter over. "What happened?"

"I was taking pictures and some rubble fell from a nearby building." He explained. "I got away ok, but my… my camera got crushed."

"Are you hurt?" May questioned. "Did anyone see you? Please tell me you're not in trouble."

"No, I'm fine." Peter reassured. "I just wish my camera was. I know it belonged to Uncle Ben and I know-"

"Peter, it was just a camera." May insisted. "Cameras can be replaced. I'm just relieved you are unharmed."

I wouldn't say unharmed, and I certainly wasn't going to tell her about my bruised and possibly broken ribs. She was happy I was alive and I was gonna leave her with that. Now it was only a matter of explaining what happened to Liz.

The next day at Midtown, Peter walked through the halls, going over in his mind what to say to Liz. He was still mulling it over when a pair of hands covered his eyes.

"Guess who?" Liz's voice asked playfully.

"Emma Stone?" Peter guessed.

Liz playfully hit him in response.

"Do I look like a blonde to you?" Liz remarked.

"I don't know, you could pull it off." Peter replied.

Liz chuckled a bit before removing her hands and smiling at him.

"Listen, I am so excited about homecoming. You are going to love my dress. My mom helped me pick it out, and don't worry, I'm sure you'll look just as amazing."

"Yeah," Peter replied, rubbing his neck. "Listen, I'm looking forward to this too. I wanted to make it special, limousine and everything. But-"

"Oh, you don't have to worry about that." Liz reassured.

I'll admit, my brain stalled for a moment.

"What?" Peter asked.

"My dad offered to drive us." Liz explained. "It's his week for me to stay with him, so he was more than happy to lend a hand, especially when I told him you were the one who helped me save my grade."

"Wow…" Peter let out. "That's… that's great."

"Yep." Liz agreed. "Just come by my house at 7 and I'll be ready."

She pecked him on the cheek before heading off. Peter couldn't help but smile at the prospect of going to the dance with Liz in style. Across the hallway, Gwen watched him walk away, sighing heavily and leaning against her locker.

"You ok, Gwen?" Harry asked, walking up to her.

"Oh, hey Harry." Gwen replied. "Yeah I'm- I'm good. I'm just… fine."

Harry happened to look over and saw Peter walking off.

"Let me guess, Pete brushed you off?" Harry surmised.

Gwen groaned.

"Is it that obvious?" She let out.

"Pretty much." Harry replied. "Listen, I know I'm not Pete, but maybe you'd let me take you to the dance? I promise, it will be just as friends. You have my word."

Gwen thought for a moment, before finally sighing.

"Alright." Gwen agreed. "Guess it couldn't hurt to go with a friend."

On the night of the dance, Peter had just finished putting on his uncle's tuxedo, which was a surprisingly good fit.

"Well, how do I look?" Peter asked.

"Quite handsome, Peter." May reassured, handing Peter a corsage. "Take this. I was able to get one of my bridge club friends to make it for me.

"Thanks Aunt May," Peter replied, taking the corsage. "I'm sure Liz is gonna love it."

"Well go on, you're going to be late." May insisted. "Hurry now. And be sure to have fun."

"I will!" Peter reassured heading off.

And after a quick swing, I finally arrived at Liz's place. Words could not express how excited I was. The biggest nerd in school going out with the star cheerleader. I was certain that on that night, everything would change.

Peter adjusted his tie, straightened his jacket, then smoothed back his hair. Certain he was presentable, he rang the doorbell. The door opened, and Peter felt his blood run cold.

"You must be Peter." Adrian Toomes greeted. "Come on in. Liz is finishing up her make-up."

"Uh… thank your, Mr. Allen." Peter tried to respond.

"Toomes actually." Toomes corrected. "Liz's mother and I… well, you can probably tell."

My brain was completely fried. Liz's dad was the Vulture! I was standing in the home of one of the most dangerous men in the city! If he had any idea who I really was, I was certain he would kill me on sight. I was suddenly very self conscious of the spider suit under my tux, praying to every deity in existence it didn't show through the shirt.

"Y-yeah." Peter answered.

"Why so nervous?" Toomes asked. "I don't bite."

"Just… meeting the parents, you know?" Peter replied. "Wanna make that good first impression."

"Son, you saved my daughter's grade, defended her, and treated her like a person." Toomes said, placing a hand on Peter's shoulder. "You're good in my book."

"Happy to hear that, sir." Peter responded.

If he only knew.

"Petey!" Liz called out.

Peter looked up to see Liz descending the stairs in a seafoam green, sleeveless dress. It was absolutely gorgeous on her, a slit up the side about to her hip. A pair of silver heels were on her feet and her long hair was curled and done in a styled bun. Her makeup was tasteful, and her smile was enough to almost make Peter forget his situation.

"Whoa." Peter let out.

"There she is." Toomes let out, walking up to her. "You look beautiful, gumdrop."

"Thanks Daddy." Liz told him, kissing him on the cheek.

Peter watched the display before him, honestly finding it a little jarring at first. He shook his head trying to focus as Toomes grabbed his keys.

"Well, I better get you kids to your dance." He declared. "Remember Liz, your mother's picking you up."

"Why can't you come and get us?" Liz asked, sounding a bit upset.

"Sorry, something's come up at work." Toomes reassured. "Don't worry, afterwards, you and I'll have all the time in the world."

Liz practically squeed in happiness, throwing her arms around her father. Peter actually let out a small smile at the sight, but the knowledge of who he really was still loomed over him.

"Well, we'd better get going." Toomes decided.

The car ride over to the school consisted of Peter stewing in fear and awkwardness while Liz chatted with her dad about everything under the sun.

"So, when are you going to tell me about your new job?" Liz asked. "You've been so vague about it and I want to see where you're working now."

"It's nothing exciting, really." Toomes replied. "I'm something of a delivery guy. Relocating pieces of equipment for various companies."

Translation: Thief.

"Sounds like hard work." Peter spoke up. "A guy as smart as you could have a place in any company he wanted. Why not put in at Stark Industries?"

"Tried that once." Toomes replied. "Used to work at Oscorp. Working on cutting edge technology, but they let me go. Said I was too old for the game."

And cue the villain monologue.

"But Stark Industries isn't Oscorp." Peter argued. "Besides, I'm almost positive they'd offer you a better deal than your current job."

"I just feel uncomfortable being under the thumb of anyone like that." Toomes replied. "Besides, Stark's out of the weapons game anyway. Doubt he'd have much use for a guy like me."

"I… guess so." Peter replied.

"So what do you do, Pete?" Toomes asked.

"Uh… I'm a freelance photographer for the Bugle." He answered.

"The only one who can get pictures of Spider-Man." Liz boasted.

"Spider-Man, eh?" Toomes replied, genuinely interested. "I hear he's quite the character."

"He threatened to squish me." Peter quickly said, suddenly grateful for that little charade he pulled with JJ. "Trust me, I may take pictures of him, but we're not exactly friends."

"Fair enough." Toomes replied. "Still, he stopped that 'Shocker' freak from attacking Oscorp. That's gotta count for something."

"I… yeah." Peter let out. "Look, can we change the subject? How about that job you mentioned? Care to share any details?"

"Not much to tell really." Toomes dismissed. "All I can say is that once the job is over, I can retire, and finally spend some more time with Liz. I might even be able to see some of the games and watch her perform as a cheerleader."

"Really?" Liz asked gleefully.

"Really." Toomes confirmed.

Liz smiled, a sight that made Peter's heart ache. Finally, the car pulled up to the school, Toomes putting it in park.

"Alright you two, have a good time." He said. "And Peter, make sure Liz has a good time. I find out you hurt her, and I'll make you wish you were never born."

"Daddy!" Liz let out.

"D-don't worry, sir." Peter reassured. "I have nothing but the best intentions for Liz."

"That's what I like to hear." Toomes replied.

Liz headed on inside, but Peter hesitated. He leaned forward, offering Toomes his hand.

"Good luck with your job." He told him.

"Thanks." Toomes replied, shaking his hand. "Now go show my daughter a good time. But not too good."

Peter climbed out and Toomes drove off.

I was frozen in place, my mind a tangled web of thoughts and emotions. My biggest enemy at the moment the father to the girl I was into. He was going to do something tonight, a job that I had a gut feeling would end with people getting hurt. I knew I had to stop him, but if I did, Liz would lose her father. My mind went back and forth on it as I made my way inside. I was torn on what to do, pulled in two separate directions. As I walked inside, I could see Liz standing in the midst of the dance floor, waiting for me. I approached, took her hand, and said four words that will always stick in my head.

"I've got to go." Peter informed her.

Liz blinked in response.

"W-what?" She let out.

"Something… something came up at the Bugle." He told her. "I wish I could stay, but…"

"You're leaving me? Now? We just got here!"

"I know." Peter insisted. "I am so, so sorry about this."

Before anything more could be said, Peter ran off, leaving Liz alone on the dancefloor. Liz just stood there, dumbfounded by what had just happened.

In the hallways, Peter bolted towards a back entrance where he was sure Toomes would drive by. He quickly shed his tux and donned his Spider-Man costume just as he made it outside. He leapt onto the side of a bus before bouncing onto a street lamp, finally leaping into the air and swinging off, catching sight of Toomes' car.

"There you are." Peter let out, continuing his pursuit from a safe distance.

After a while, the car pulled up to the hanger and Toomes got out, unaware of Spider-Man landing on a street lamp not far away.

"This must be where Toomes and his buddies are building their high tech goodies." Spidey surmised. "Wonder what he's working on this time."

After Toomes walked inside, Spider-Man swung over and landed on the side of the hanger. He climbed up to the roof and opened a panel on top, allowing entry inside. He looked around and saw Toomes gering up in his Vulture wings and putting on a newly repaired helmet.

"Tell me this contraption of yours will actually work." Toomes demanded. "I cannot allow for any foul ups."

"I've gone over the calculations a hundred times." Tinkerer confirmed. "It'll work. Remember, the scrambler must be activated at least three hundred feet below the planes cruising altitude, so we won't be able to communicate until you're on board."

"Got it, radio silence." Toomes replied.

Meaning Vulture would be alone and without a means of calling backup.

"Alright then, let's get this show on the road." Vulture declare, spreading his wings.

The hanger doors then began opening up as Vulture's thrusters fired up. Finally, Vulture launched off, taking off into the skies.

"Now's my chance." Spider-Man decided.

He dropped down onto the ground and webbed Tinkerer to his chair.

"What the-" Tinkerer let out.

"What's Vulture after?!" Spider-Man demanded.

"The Spider-Man!" Tinkerer yelped. "How did you find us?!"

"Searched for rotting flesh. Vultures like that." Spidey remarked. "Now answer the question!"

"Not a chance!" Tinkerer snapped. "I will not betray my boss!"

Spider-Man then leapt onto the wall and webbed Tinkerer's chair, lifting him into the air.

"Fun fact pal, my webbing dissolves in about an hour." Spidey shared. "So unless you want me to leave you here until then-"

"Alright, alright." Tinkerer relented. "Osborn's testing a prototype stealth plane tonight."

"Stealth plane?" Spidey questioned.

"It utilizes experimental retro reflection panels that make it undetectable." Tinkerer explained.

"And Vulture's gonna jack the plane." Spidey pieced together, dropping Tinkerer on the ground. "Thanks for the info."

Spider-Man then climbed back out the opening in the roof and saw Vulture flying off. Seeing an antenna on the roof, Spider-Man shot out a web to the top of it, stepping back far enough so it was well stretched. He then hopped up a bit, launching him forward into the air. After sailing upwards for a bit, Spider-Man shot a web out at Vulture's pack, snagging it.

"Looks like I'm along for the ride." Spidey said to himself.

Onboard the plane, Norman Osborn himself walked through the hull of the plane, overseeing it's functionality.

"How are all systems functioning?" Norman asked the pilot.

"Full capacity, sir." the pilot confirmed.

"And radar hasn't detected anything?" Norman inquired. "I can't risk losing this plane."

"Nothing so far sir." the pilot replied.

"Good. Make sure it stays that way." Norman told him.

Outside the plane, Vulture continued his ascent towards his prize, pulling out a handheld device.

"Activating signal jammer." He reported, turning the device on.

Onboard, the pilot's screens suddenly went static, much to his surprise.

"Sir, I've lost all instruments!" He relayed.

"What?" Norman demanded. "Get them back now!"

"Trying sir." The pilot replied. "But it's like they're being jammed!"

...

After activating the device, Vulture flew towards the plane, actually spinning around and attaching to the underside of it.

"Let's hope Mason's vacuum seal works." Vulture said to himself.

The wings then closed around him, forming a perfectly sealed rectangular box around him.

"Wow." Spidey commented, climbing up the web. "Today's super villain toys come with all the tricks."

In the seal, Vulture began using the laser cutter in his gauntlet to cut through the bottom of the plane.

Inside, Norman saw the laser cutting through the ground below him and backed away from it in shock.

"What on earth?!" Norman let out.

Finally, the bottom was thrown up and into the plane, allowing the Vulture to enter inside. Norman stepped back in surprise as Vulture stepped towards him.

"What do you want?" He asked.

The Vulture just wordlessly raised his gauntlet towards him, before aiming to the side and shooting the pilot in the back. The pilot was dead in an instant, the plane going widely off course. Norman rushed to try and take control of the plane and prevent a crash. The Vulture them came up and grabbed him by the shoulder, throwing him back before locking in coordinates to the autopilot. Vulture then turned towards Osborn and took off his helmet, showing his face.

"What do you think of my inventions now?" Toomes remarked.

"Toomes?!" Norman let out. "Are you mad?! What are you doing?!"

"Taking what belongs to me." Toomes replied. "You made a mistake throwing me out, Osborn. I'm making up for that now."

"By sending us both to our deaths?!" Norman accused.

"The autopilots engaged." Toomes told him. "The plane will reach a predetermined destination where I can put it to good use. Whether you join us or not, is up to you."

Toomes then picked Osborn up and went to where the opening was, commanding the seal to open up.

Outside, Spider-Man had just reached the plane and quickly dashed to the side of the wings before they opened up, seeing Toomes holding Osborn over it.

"Here's the deal Osborn." Toomes told him. "Either I let go, or you agree to apologize on live television, admitting that you've just been using my work for your own gain, then you will pay me what I am owed.

"Here's something you should know about me." Osborn told him. "I. Never. Apologize."

"And I bet you don't fly, either." Toomes remarked.

He then threw Osborn out of the hold before turning towards the cockpit. Before Osborn could fall too far though, a web shot out and grabbed him on the chest. Spider-Man then quickly webbed over a parachute from inside the plane before the seal closed back up. Once he had it, he pulled Osborn in close, grabbing hold of him.

"You alright?" He asked.

"Spider-Man?!" Norman exclaimed.

"That's what they say in the theme song." Spidey remarked. "Back to the question at hand though."

"Just tell me that's a parachute in your hand!" Norman requested.

"Alright, alright." Spidey replied, handing him the parachute. "I'm just gonna deal with the nutcase with the wings now."

Once Osborn had the chute on, Spidey let him go. As Osborn pulled the chute and floated safely to the ground, Spider-Man turned his attention to the Vulture. He started prying open the seal, allowing him to barely make it inside.

"Hey!" He called out, causing Vulture to turn around.

"You." Vulture let out.

"Surprised?" Spidey remarked. "Heard a bit of your conversation with Osborn."

"Then you know why I'm doing this." Vulture replied.

"Doesn't mean I can condone it." Spider-Man said firmly. "I know Osborn screwed you over, but that's no excuse to steal from him just so you can sell weapons to criminals."

"And how do you think your pal Osborn paid for his tower? Or any of his little toys?" Toomes countered. "That's how this world works. Guys like Osborn, Hammer, Stark, they do and take whatever they want, but guys like me? They don't care about us. We just end up having to clean up after them, eat their table scraps. And that's if we're lucky."

"Look, I'm not saying that it's perfect, but you're going about this all wrong." Spidey insisted. "You're not just hurting Osborn, but all the people who work for him too. Did you ever think of that?"

"Sorry, but I've got people of my own to worry about." Vulture replied, aiming his laser at him.

Spider-Man ducked under the blast, shooting out a web to clog the weapon. Vulture grunted in frustration as Spider-Man ran towards him, prompting him to strike him with his gauntlet, knocking him on the ground, sliding. As he reached the opening, Vulture opened up the seal, causing him to fall out. Spider-Man quickly shot out a web line, grabbing hold onto the plane before flying off. He pulled himself back on climbing up on the side before realizing that Vulture's wings were gone. He looked around and saw Vulture out in the air, coming back around towards him.

"Great." He lamented. "You know, most kids spend homecoming dancing, downing punch, maybe making out in a closet or something. Me, I get to spend mine on the outside of an invisible plane, fighting my date's dad."

Just then, Vulture swooped in, trying to slash him. Spider-Man quickly flipped onto the roof of the plane, causing Vulture to just slash at some of the planes panels.

"Ohh." Spidey let out. "Think that's gonna ruin the resale value!"

Vulture just wordlessly tried slashing at him again, causing Spider-Man to leap back near a turbine on the back of the plane. Vulture then landed hard on the plane, using his wing to slap Spider-Man back, tearing his costume a bit and knocking near the turbine. Spidey shot out a web to avoid getting sucked in, but Vulture was quick to sever it. Thinking fast, Spider-Man shot out another web, this time on Vulture's wing, before shooting another web to the back of the turbine. Spider-Man then pulled hard on the web connected to the turbine, pulling the wing into the turbine and severely damaging it. This however, also caused the turbine to blow, knocking Spidey forward and sending the plane in a downward descent. Spider-Man looked out and saw they were still over the city, much to his dismay.

"Not good. Not good!" He let out.

Looking around, he quickly came up with an idea and leapt towards the left wing, webbing the flap and pulling hard.

"Gotta… aim it towards… the river!" He let out, pulling as hard as he could.

The plan seemed to work, as the jet started veering towards the river where it could simply splash down. Seeing that the plane would be safe, Spider-Man decided it was time to depart. He leapt from the plane and prepared to swing off before Vulture grabbed him by the arm. Vulture then tossed Spider-Man into the side of a building, cracking a window in the process. Spider-Man shook his head in pain as Vulture hover towards him, struggling to stay in the air.

"You've cost me big time, webhead." Vulture told him.

"So sue me." Spider-Man remarked, slightly wincing as his arm flared up in pain. .

Vulture tried lunging his wing at him, but Spider-Man just leapt over the strike and onto Vulture's back.

"You wrecked my wing!" Vulture told him. "I can't steer!"

"Yeah, but you're still airborne. How does that work exactly?" Spidey questioned before noting the rotors in his wings. "Oh, duh."

Spidey then webbed the rotors before punching the thrusters in Vulture's pack, causing him to fall.

"You idiot!" Vulture exclaimed. "You've killed us both!"

"You so have not been paying attention." Spidey remarked, shooting a web and swinging through the city.

Later, the police were responding to the Oscorp theft when they saw Vulture webbed to a lamp post near the river. As Jefferson Davis walked up to Toomes, he saw a card attached to Vulture. He pulled it off and saw it read 'compliments of your friendly neighborhood Spider-Man'.

"Heh…" Davis let out. "What do you know?"

The next day at school, Peter held his injured arm slightly as he walked down the halls. As he walked, he noticed Liz standing by her locker. Her eyes were puffy and red, a copy of the Bugle clutched in her hands. Sighing in defeat, he steeled himself and walked over to Liz.

"Uh, Liz…" Peter spoke up. "Look, I'm sorry about bailing on you at the dance."

"You knew, didn't you?" She asked quietly, her eyes never leaving the paper.

"I… I didn't know it was your dad." Peter reassured. "Believe me, if I did-"

"You what?" Liz interrupted. "Would have gotten some pictures for your stupid paper? I thought you were acting strange in the car, asking him all those questions. You knew from the beginning who he was, and I bet you're the one who told Spider-Man."

"Liz, I didn't. It wasn't like that." Peter insisted.

Liz just turned to him, throwing the paper in his face.

"Sally was right about you." She snapped. "You're nothing but trouble. I never should have trusted you."

"Liz." Peter tried to plead, pulling the paper out of his face as she walked off.

Seeing his efforts were in vain, Peter just lowered his head in shame and defeat.

Pretty harsh, huh? As I sat in my room that night, looking at my mask, all I could think was how I never asked to be Spider-Man, never asked for these powers. I tried doing the right thing, and all it got me was a shredded costume,a bashed arm, bruised ribs, no money, and the girl I liked thinking I was scum. I just kept wishing I had just gone to the dance with her and forgot her dad had anything to do with the Vulture.

Peter looked at the mask, clenching it in his fist before throwing it across the room. It landed on his nightstand, knocking a picture off and nearly causing it to hit the ground before Peter webbed it and pulled it towards him. He looked at it, realizing it was of him and his Uncle Ben.

But then I remembered, the last time I looked the other way, it cost me everything. Toomes may have been trying to provide for his family, but he didn't care who got hurt along the way, and thanks to the webhead, both Liz and Harry got to keep their dads. So what if no one threw a parade. Spider-Man was there and there to stay… for the time being anyway.

At Oscorp, Professor Stillwell was in his lab, going over some data when Osborn entered.

"Professor Stillwell." He addressed, gaining his attention.

"Mr. Osborn!" Stillwell let out. "I heard what happened with Toomes. Are you alright?"

"Just fine." Osborn reassured. "But I want to talk about you."

"Me?" Stillwell asked.

"Yes, you… and your creation of the Scorpion." Osborn replied.

Stillwell blanched, stumbling backwards as his tongue suddenly turned to lead.

"Th-the Scorpion?" Stillwell stuttered. "Sir, I can assure you I had no-"

"No need to be modest, Professor." Osborn cut off. "I was quite impressed by your craftsmanship."

Stillwell was genuinely surprised by Osborn's reply.

"You… you were?" Stillwell inquired.

"Yes, and I wasn't the only one." Osborn answered. "Come with me."

Stillwell followed, somewhat terrified of the consequences of disobeying.

After a few minutes, Osborn opened the door to a conference room, where Stillwell walked in and saw, to his shock, Hammerhead sitting in one of the chairs.

"No need to be bashful, Professor." Osborn insisted. "Take a seat."

"But thats…. That's Hammerhead." Stillwell told him. "Doesn't he work for-"

"Hey!" Hammerhead cut off. "We don't use his name. Call him the Kingpin."

"R-right." Stillwell stammered. "But what does the Kingpin want with me?"

"Why not ask him yourself?" Hammerhead remarked, hitting speaker on the conference phone. "We're all here, boss."

"Thank you, Hammerhead." Kingpin replied. "Professor, Mr. Osborn, I'll cut to the chase. I was very impressed with the work you did creating the Scorpion. I would very much appreciate it if you could make more like him."

"More?" Stillwell repeated. "Why?"

"Simple. Misdirection for the Spider-Man." Kingpin elaborated. "When Spider-Man clashes with the likes of the Vulture, the Lizard, and even your Scorpion, he's too busy to interfere with my work."

"And if we were to make more of these, well, 'supervillains'," Osborn spoke up. "What would be in it for Oscorp?"

"Ample funding, and an unlimited supply of human guinea pigs for your more… questionable experiments." Kingpin offered. "I'm even willing to throw in something my boys have been working on for awhile. I'm certain it can help with your… headaches."

Osborn just glared a bit before maintaining his composure.

"When would you like the first product?" Osborn asked.