Outside the football field, Gwen stood near the entrance trying to keep an eye out for Peter. After a bit of looking, she finally caught sight of him amidst the crowd of people, waving him down.

"Peter, hey!" she called out.

She saw Peter perk up, signaling that he heard her. He seemed to grab something, but the amount of people blocked her view as to what it was. As he got closer, more people moved aside, revealing a red headed girl that Gwen assumed was the Mary Jane Watson girl Peter had mentioned before.

"Hey, Gwen," Peter greeted as they walked up. "Hope we didn't keep you waiting too long."

"Nah, you're fine," Gwen replied before turning to Mary Jane. "hi, you must be Mary Jane."

"The one and only," she replied, shaking Gwen's hand. "But my friends call me MJ."

"I'm Gwen. Peter's been… anxious to meet you."

"Has he now?" MJ remarked, eying Peter.

"Uh… you might say that."

The two girls chuckled at his embarrassment.

"Come on, let's get inside," Gwen ushered as they went in.

"Say Hey! What do ya say! Midtown wins the Mustang way!" the cheerleaders of the Midtown football team declared as the game raged on. "Go Mustangs!"

The crowd was electric as the game was down to the final quarter. The Mustangs were huddled up to discuss their next play.

"Everyone clear on the play?" Flash asked.

"Hell yeah," Harry replied.

"Let's do this," Kenny let out.

"Break!" they all declared before taking positions on the field.

They lined up across from the other team with Flash's hand on the ball.

"Hut one! Hut two! Hike!"

He tossed the ball back to Rand as the two teams clashed. Rand ran towards Hobie, fake passing it to him before running off and looking to see Harry heading towards the end zone. He lobbed the ball before being tackled. Harry ran as fast as he could as the clock started to run down. The fans in the stands were on the edge of their seats, including Peter, Gwen, and MJ as Harry leapt up to catch the ball. As the ball sailed towards him, he wrapped his arms around it, clenching it close to his chest as he landed on the ground. The timer went off, allowing the Mustangs to score the winning touchdown. The crowd erupted into massive cheering and applause as a result.

"Yes!" Gwen let out.

"Way to go, Harry!" Peter cheered.

"Looks like Osborn came through," Rand commented as he and Flash removed their helmets.

"He got lucky," Flash commented as he turned towards Harry. "That's all it-"

He was cut off when he saw Harry talking to Peter, Gwen, and a mysterious redhead he didn't recognize.

"Who the heck is the hottie with Parker?"

"No idea," Rand admitted as Sally walked over to them. "Think she's his date?"

"Of course not!" Sally insisted, crossing her arms. "Geeks like Parker do not get girls like her," she suddenly realized Liz was standing next to her. "Uh, no offense Lizzie."

"None taken," Liz replied before rolling her eyes. "She probably lost a bet or something."

Flash then suddenly snapped his fingers.

"That's it! The bet!"

"Nice moves out there," MJ said, complimenting Harry.

"Thanks," Harry replied, rubbing the back of his neck. "So, where do you go to school? I don't think I've seen you at Midtown."

"I go to Rosevelt High. Not much to talk about to be honest."

"Well, hopefully Midtown might be more your speed," Peter remarked.

"We'll see."

"Hey Parker!" Flash called out, getting their attention as he and the others came up. "Ain't you gonna introduce us to your lady friend?"

"Uh… guys, this is Mary Jane Watson," Peter introduced, prompting MJ to wave. "MJ, this is Flash, Rand, Kenny, Liz, and Sally. They're popular."

"Ah, the in crowd," MJ deduced.

"Exactly," Sally remarked smugly as Flash walked up.

"So, you actually managed to snag a date, huh Parker," Flash remarked, playfully smacking him on the back. "I mean, sure, MJ isn't the Hardy hottie you wanted to bring, but at least she's non fictional. So I guess you win the bet."

"Bet?" MJ wondered, turning to Gwen.

"Apparently the two had a bet going on whether or not Peter would show up with a date," Gwen explained.

"Really? And what exactly did this bet entail?"

"Uh…" Peter reluctantly replied. "Loser has to dress up as a cheerleader for Halloween."

MJ paused for a moment before breaking into laughter and turning to Flash.

"Well big boy, I hope you have the skirt."

The others were surprised by her reaction, with Peter and Gwen looking at each other in bewilderment. Peter just shrugged and smiled before turning back.

"Can't wait," Rand remarked, ribbing Flash. "Hey, we were thinking of doing a burger run after the game. You all want in?"

"Sure," MJ replied.

"Yeah," Gwen added.

"Sounds great," Peter confirmed.

"Cool," Harry responded. "It's the one off 7th. We'll meet you there."

A few minutes later, Peter, Gwen, and MJ were walking out of the stadium towards the burger joint.

"So, are you seriously not upset about the bet?" Peter asked.

"Why should I be?" MJ responded. "Because guys' egos make them do stupid things? Not really a surprise. Besides, I may have only just met Flash, but I get the feeling seeing him as a cheerleader is going to be a hell of a sight."

"Can't argue with that," Gwen remarked.

Just then, the sound of sirens filled the air, prompting the three to turn towards the street as a car sped down the street with two police cars sped past.

"What's that all about?" Gwen wondered.

"I should go," Peter spoke up, starting to head off.

"Why?" MJ wondered.

"Uh… I work for the Bugle, and they'll want photos," he explained, still backing away. "You two go ahead, I'll catch up!"

With that, he took off, leaving the two behind.

"Does he do that a lot?" MJ asked.

"Unfortunately," Gwen replied.

Inside the boys locker room, Harry had just finished getting ready to go before keeling over in pain. He started shaking, prompting him to open his locker. His finger shook as he turned the tumblers, still able to unlock it and open the locker. He reached inside, pulling out another vial of green liquid and using his teeth to yank the cork off before downing the contents. As he did,he leaned back against the lockers, letting out a breath of relief as he did.

Meanwhile, Peter, now dressed as Spider-Man, swung after the speeding car, fuming to himself.

"Figures. The girl I've been avoiding for weeks turns out to be a knockout, and just when things are going well, something like this happens. Typical Parker luck."

As the car rounded a corner, the cop car skidded to a stop, with a second one ramming into it by accident.

"We made it!" the driver declared.

"Just need to make it out of the city, and we're home free," the passenger responded. "After that, we're set for life!"

"I'd say ten to twenty, actually," Spider-Man remarked, landing on the roof. "With possible time off for good behavior."

"Spider-Man?!" the two let out, the driver slamming his foot on the brakes.

Spider-Man took this cue to flip out onto the front of the car, planting his feet on the ground and his hands on the hood to ensure it came to a stop. Once it did, the two men got out of the car, only for Spider-Man leapt up onto a street lamp and web the two together back to back, pulling them into the air.

"Now, I hope this means you two have learned your lesson."

"Cut! Cut!" a voice called out.

Spider-Man looked down and saw a man with black hair holding a megaphone approaching them.

"What the hell do you think you're doing?!" the man asked.

"Uh… stopping bad guys? It's kinda my thing."

"Your 'thing' just ruined a shot we spent weeks on!"

"Shot?"

"Yes. shot. As in a scene for a movie. With actors. Like the ones you are currently manhandling."

Spider-Man looked at the two, slowly putting them back on the ground before flipping down himself.

"This was a movie? Then, where are the cameras and production crew?"

The man pulled out a remote and pressed a button, suddenly causing several drones to reappear above them. As they decloaked, so did several production crew members and pieces of film equipment. Spider-Man was shocked by the reveal.

"Uh… wow. How did you-"

"Specialized holographic technology of my own design. Creates 3D constructs of surrounding areas that can mask people or objects as if they weren't even here," he leans in close. "It allows for cameras to capture action from every angle without the worry of the production crew getting caught in the show. Helps maintain the illusion."

"... so, you create groundbreaking technology… and you're using it to fix film sets?"

"It's still in beta," the man said frankly. "When it's perfected, we can do special effects on site, without the need for long post production periods."

"Right… well, sorry to mess things up Mr…"

The man looked visibly offended by the comment.

"How could you not know who I am! I'm Quentin Beck! Special effects master and up and coming director! My films are nothing short of revolutionary!"

"Quentin…" Spidey snapped his fingers. "Oh yeah. You directed the remake of Miami Madness."

"Ah, so you are familiar with my work. Always nice to meet a fan."

"It sucked."

Beck did a double take.

"What?!" he declared.

"I mean, you take a subtle film about the inner workings of the city's criminal underground and all psyche of the criminal mind and turn it into a generic shoot 'em up popcorn flick? Did you even like the original?"

"I wanted to showcase the more violent aspects of the criminal lifestyle."

"Criminals shooting each other. Yeah, so nuanced. You're a real visionary."

"I don't need to take this from some nut in a mask!"

"Some people just can't take constructive criticism," Spidey remarked, firing a webline and swinging off. "Later, Beckie!"

Beck just watched him swing off, fuming with anger as he did.

At the burger joint, Spider-Man landed on the roof, climbing down to the back and seeing a window. He looked inside, seeing it lead to the bathroom. He carefully opened it, sneaking inside and changing back into Peter Parker. He went towards the door just as it opened up, startling the guy coming in.

"Oh, sorry dude," he let out.

"My bad," Peter insisted, walking past and discretely tucking a Spider-Man glove into his pocket. "Forgot to lock the door."

Peter made his way into the main restaurant area, looking around for any sign of MJ, Gwen, and the others. Everyone was huddled around MJ, listening to her talk as Gwen sat off to the side, quietly sipping her drink. She looked up, seeing Peter and waving him down.

"Peter!" she called out. "Over here!"

"Hey guys," Peter greeted, taking a seat between Gwen and everyone else. "So, what'd I miss."

"I was just telling these guys about my promising acting career," MJ informed, moving her hand dramatically on that last part.

"You wanna be an actress?"

"That's the dream. I was a hit in all the school plays. My first grade performance of Cinderella left the audience in tears. True story."

"Wow. that's… impressive."

"Well, Midtown has a pretty impressive theater magnet," Liz informed.

"Theater magnet, huh?" MJ repeated. "I just might look into that."

"We interrupt our regularly scheduled program to bring you this important news update," the TV announced, getting everyone's attention. "There was a mass disruption on the streets of the city during the filming of the upcoming blockbuster film 'speed heist'. Everything was going well until Spider-Man appeared on set, interfering with the shoot.

"Spider-Man, huh?" MJ noted. "He's certainly pretty big news these days. You're the guy taking his pics, right Tiger?"

"Uh, yeah. It's kinda my specialty," Peter confirmed.

"You know, I'm actually considered Spider-Man's number one fan," Flash chimed in. "stuck up for him when that Chameleon guy set him up."

"Sounds like we've got a Spider-Man fan club going on here," MJ noted.

"When asked about the incident, the film's director, Quentin Beck had this to say."

"I was as surprised as anyone about Spider-Man's actions," Beck responded. "But should we be? This is just the sort of publicity seeking stunt Spider-Man should be known for at this point."

"Publicity seeking?" Peter questioned.

"What do you mean by that?" the reporter asked.

"Only that Spider-Man has displayed a growing pattern of narcissistic behavior. Parading around in a colorful costume and interfering with the hard diligent work of this city's fine police officers in order to build up his own self image."

"What about the citizens that Spider-Man has saved since being on the scene?

"Sheer luck. With his antics of pretending to be some super powered hero, it's a wonder no one has gotten seriously hurt.

"Finally, someone who hasn't been bamboozled by that media grabbing glory seeker, Spider-Man," Jameson remarked as he turned off the TV the next day..

"You don't really believe what this Beck guy is dishing out, do you?" Robbie asked as he leaned against a wall.

"This guy has been saying what I've been trying to get across to New Yorkers for months," Jameson continued as Peter walked in the room without his knowledge. "Spider-Man is just a glory hog who never stops to consider the consequences of what he's doing. This Quentin Beck guy says he's got Spider-Man all figured out, and has decided to stay in New York for a few days to show everyone what a sham he really is."

"Sounds like a media grabbing glory seeker to me," Peter remarked, getting JJ's attention.

"Oh, Parker. I don't pay you for your opinion, Parker. I pay you for photos!"

"Right…" Peter let out, reaching into his pocket and pulling out a set of photos.

Jameson snatched them instantly and flipped through them, stopping on one with Spider-Man arguing with Beck. "Here's our front page, Robbie," he hands the photo to Robbie. "'Masked Menace Mangles Movie Set'."

"I told you, he's not a menace," Robbie insisted.

"And I told you-"

"I'll take care of it."

Robbie started heading out, with Peter following close behind in order to leave.

Sometime later, Peter was dressed as Spider-Man and swinging through the city.

"What's with this Beck guy," he lamented to himself. "What business does he have calling me a fake."

Yeah, no secret this guy was urking me. Between school, making a decent wage, and saving the city on a daily basis, I had enough on my plate without some big shot trying to convince thugs that I'm not legit.

Just as Spider-Man landed on a roof, his cellphone started ringing. He quickly pulled it out, seeing that it was Mary Jane calling him, much to his surprise.

"MJ?" he quickly answered it. "Uh, hello?"

"Hey, Tiger. Hope I'm not catching you at a bad time."

"Who, me?" Spider-Man then suddenly dropped down and snagged a web, allowing himself to hang upside down from it. "Just hanging around town."

"Then answer me this, why do non planetary masses don't exert gravitational forces?"

"Uh… they actually do, but it's so minute that-"

"I knew you'd have the answer. Now here's a tough one, how come students with aspirations for the dramatic arts have to take a science class."

"I'm afraid I can't help you there," Peter replied, dropping from his web and swinging off. "Do you… need some help studying?"

"I think I have the basics down, but it wouldn't hurt to have a second set of eyes helping me make sure I know what I'm talking about. Maybe we can catch a show or something afterwards. You game?"

"Uh… yeah, sure. How's… this weekend?"

"Perfect, see you then."

MJ hung up, prompting Spider-Man to swing high into the air.

"Woo!" he let out before diving down towards the street level.

He shot out a web, swinging along the cars on the street.

It's amazing. I'm geeking out about going on a date with the girl I made it my mission to stay away from. Life's pretty funny that way.

Spider-Man leapt off his webline and grabbed a nearby street lamp, spinning on it before perching up on top. He then looked over at a set display TV's in a shop window. Seeing Quentin Beck on the TV's, he flipped onto the wall just above the display window, peeking down to see what they were displaying.

"Now I'm not saying that Spider-Man doesn't lend a hand every now and then," Beck responded. "But he just galivants into one life threatening situation after another with no regard for the lives of those around him. Shouldn't he be held accountable for his recklessness."

"Ok, that's it," Spider-Man declared before swinging off.

Meanwhile, Harry was riding the elevator up to the penthouse, talking to Liz on the phone.

"Listen, sorry for vanishing last night," he explained. "My dad needed help with some Oscorp thing and I forgot to call."

"I didn't even know your dad wanted your help with work stuff," Liz questioned.

"It's a… recent development. Speaking of, I should really go."

"Ok. talk to you tonight?"

"You know it." Harry hung up as the elevator opened up to his floor, revealing his dad getting off the phone himself. "Hey, dad. You doing alright?"

"Aside from the fact that I lost my top scientist, my equipment has been stolen, and my projects are at risk, yes Harry, I am 'doing alright'," Norman listed off, frustration building in his voice.

"Oh… I'll just… leave you alone."

"You do that," Norman let out as Harry walked away.

He made his way to his room, closing the door as he sat down on his bed. Irritated by his father's dismissiveness, he reached into his pocket and pulled out another vial of green liquid. He popped the top and downed the contents, before falling backwards onto the bed.

Across town, Beck had just finished an outdoor interview and was talking to one of his producers about his recent publicity.

"Look Beck, we still have a movie to shoot," the producer insisted. "Shouldn't we get back to that? Why all this focus on Spider-Man?"

"He's big new right now," Beck explained. "Besides, these interviews are bringing in a lot of press for us and the film. You gotta relax Sam, it's all part of the act."

"Well your act needs a second take."

Beck and Sam looked up to see Spider-Man sticking to the wall of the building next to them.

"Spider-Man?!" the two let out.

"What's the matter?" Quentin asked. "Can't handle constructive criticism?"

"If I wanted a critique of my work, I'd casually stroll past Jameson's window," Spider-Man remarked, landing on the ground in front of them. "Look, I'm sorry I ruined your shot, but that's no reason to give me the third degree."

"I just call it like I see it. What business do you have getting involved in affairs meant for the police?"

"I'm actually trying to save lives. The day police can handle psychos in bird suits and rhino armor is the day I hang up my webs. Better question, what business does a Hollywood bigshot have commenting on crime fighters?"

"Being a 'hollywood bigshot'," Beck used finger quotes on that last bit. "I know a fake when I see it. And I have to say, I'm looking at one right now."

Spider-Man raised an eyebrow under his mask. "Fake me? I just got done dealing with a doppleganger posing as me."

"Proof that anyone can fake super powers. You're not some protector of the city, you're a sham."

"Hey, my powers are genuine. Give me a shot, and I'll show you how real they can be."

"Is that a challenge?" Beck questioned. Leaning in smirking.

"So what if it is?" Spider-Man reported, suddenly realizing what he was getting into. "Not that… I wouldn't be up for it."

"You and me. My special effects expertise, vs your so called super powers. You win, I'll stop trashing you publicly. But if I win, you have to admit you're a fraud."

I know it was a high risk deal, but if I decided to back out, it would just confirm everything Beck was saying about me. Besides, if he actually convinced thugs that I don't have powers, it would just give them license to get bolder. Eventually putting innocent people at risk. I couldn't have that.

"You're on," Spider-Man declared.

"Then it's settled. This Saturday at Madison Square Garden. See you then."

Beck and Sam walked off, leaving Spider-Man to swing away.

"I so can't wait to shut him-" Spider-Man just remembered something else. "Oh no, Saturday! Ugh…"

That night in the Oscorp R and D lab, two security guards were going the rounds, yawning due to their boredom with the situation.

"Man I hate these late shifts," one guard lamented.

"Tell me about it," the other guard remarked. "Staying in a creepy building into the late hours of the night for what? Nothing."

"Right. Maybe we can talk to Marc and John about switching shifts."

"Now that sounds like-"

Their conversation was suddenly cut off by a loud explosion coming from one of the labs. Looking at each other for a moment, the two rushed towards the source. They entered the lab, seeing that it was completely trashed and the scientists were strewn on the ground. The guards went over to check on them, suddenly hearing a strange noise. They looked up seeing something flying towards them and making a cackling sound.

Saturday morning, Peter just finished getting dressed for the day when he decided to call Mary Jane about their meetup.

"Hello?" she answered.

"Uh, hey MJ. Listen, about our meet up today."

"Oh, did you have something in mind?"

"No, it's just… there's this event at Madison Square that I have to cover and-"

"Oh, the Spider-Man thing? Yeah, it looks fun. You wanna meet there?"

"No. I mean… it'd be fun, it's just… I have to work and-"

"No worries. I'll just tag along. You won't even know I'm there."

"But-"

"See you then."

Before Peter could respond, MJ hung up, causing Peter to facepalm in response.

"This is going to be… interesting."

Now I know what you're thinking. "Peter, how are you going to go to the show with MJ if you're expected to perform as Spider-Man?" That… I would have to figure out on the fly. So, pretty much as usual.

Later, Peter made his way to Madison Square Garden, hoping to find MJ before he had to go on. There seemed to be a massive crowd however, making it difficult for Peter to get through.

"Pete!" he heard her call out, causing him to look around and spot her near the entrance. "Over here!"

Smiling, Peter bobbed and weaved through the wave of people, bumping into a few by accident.

"Watch it, jerk!" one of the patrons called out.

"Sorry!" Peter called back, finally making it through to MJ. "Hey, sorry I'm late."

"No sweat," MJ reassured as they went inside. "We've got plenty of time. Spider-Man hasn't even shown up yet. Chance for us to get some good seats."

"Right…" Peter replied, pausing for a moment. "Uh, I'm gonna see if I can get a few pics. I'll try and be back soon."

"K, but hurry back, Tiger!" MJ called back as Peter took off.

A few moments later, Peter ducked into one of the bathroom stalls so he could change into Spider-Man. It was a tight squeeze as he shimmied out of his civilian clothes.

"Well this is a new level of low," Spidey muttered to himself. "Ducking out on a date with MJ to change in a bathroom stall and duke it out with a Hollywood nut job. Heck of a life you're living, Parker."

After finally getting his mask on, he balled up his street clothes before tossing them into the air and webbing them to the ceiling. Once he was ready he opened up the stall door, coming face to face with a person waiting on the stall, who was shocked to see him standing there,

"Uh… you don't want to use this one," he informed, walking past him. "Out of paper."

"Ladies and gentleman, are you ready for the event of the century?!" an announcer declared, causing an uproar from everyone in the packed stands that surrounded the main arena. "And now, ladies and gentlemen, the man you've all been waiting for! That spectacular glory seeker… Spider-Man!"

At the mention of his name, Spider-Man swung out into the arena, where he was met with applause from the crowds. He made a few web symbols to wow the crowds, even eliciting a whistle from MJ.

"Face front, true believers!" one of the mediators reported. "This is Stanley Goodman with ESN, Excelsior Sports Network. For those just joining us, Hollywood effects master and recent Spider-Man critic Quentin Beck has issued a public challenge for the webslinger. Steve, what do you think of all this?"

"Well Stan, it's a pretty bold move on Beck's part to be sure. Personally, my money's on Spider-Man."

"Well, I guess we'll just have to wait and see. Here comes the man of the hour now."

Just then, a rocket sound rang out, causing Spider-Man to turn around and see Beck in a full body mo-cap suit and riding on what appeared to be a custom jetpack.

"And now, your MC and host for this evening," the announcer introduced. "You know his legendary work from such films as Cyborg Babysitter and Tears of an Alien Bounty Hunter. The master of illusion, the expert of the unknown… Quentin Back!"

"Yeah, there's no bias here at all," Spider-Man commented as Quentin landed in front of him.

"Thank you for coming, Spider-Man," Quentin greeted. "I knew you couldn't resist a challenge."

"Nah, I just don't like people building a career off bad mouthing me."

"What about that newspaper man, Jameson?"

"You kidding? With JJ's editorials, who needs the funny pages. Besides, he has a knack for hiring photographers that get my good side."

"Well, now that you're here, we can get things started," Beck declared, turning his jetpack back on. "We'll start with something you're supposedly quite good at. Rounding up criminals."

"Wait… are we talking actual criminals, or-"

"I wish, but the police turned down my request. So instead, we'll be using the stunt crew of my last movie, Sorority Death Robot."

Spider-Man crossed his arms in response. "Your parents must be so proud."

"Anyway," Back continued in an irritated tone. "Once you capture a criminal," he pulled out a remote and pressed a button, causing three panels on the floor to open up and reveal three large pits. "Deposit them into these three pits here. I will be competing against you, and there will be three waves of criminals. If I, with no so 'super powers' collect more thugs than you in the allotted time, then the world will see what a sham you are!"

"You are definitely a few peas short of a pod, Beck," Spider-Man remarked before taking a stance. "But bring it on!"

Beck positioned himself next to Spider-Man, waiting for the signal to go. After a moment, a buzzer went off, allowing a door to open and several men in prison jumpsuits to storm into the arena. The two took off, with Spider-Man leaping into the air and snagging some men with his webs. He yanked on the webs hard, whipping them into a nearby padded pit. While he was doing that, Beck fired a cable at two men, causing it to wrap around them so he'd pick them up and drop them into a pit that had emanated a green light. This continued on for a bit, with Spider-Man knocking stunt men into whatever pit he could, while Beck waited for the ones to shine green lights. Both of them continued tossing stunt men into pits until a buzzer rang, signaling the end of the first round.

"And with that, the score is now Quentin Beck with 17 and Spider-Man with 2."

"Wait, what?!" Spider-Man let out. "How is that possible?"

"Oh, did I forget to mention? You only get points if you toss the men into pits with green lights."

"Actually, no, you left that one out."

Yeah, that was a jerk move to be sure. If I didn't pick up the pace soon, my crime fighting career would be history. I was sorely tempted to use my webbing to clog up his jetpack, but playing dirty would just confirm what Beck's been saying about me. Fortunately, I had an idea of something else I could stop in its tracks.

The next wave of men came running out, with Spider-Man swinging forward and firing several web shots that nailed the men in the feet, pinning them to the ground. Spider-Man then swung around towards three men that were lined up near a pit. He swung into them, kicking them into the pit before snagging another with his web and pulling him in. The second round continued on, with Beck ramming into some with his jetpack, using cables to pull them into the pits, and using blinding lights to disorient the men so they'd stumble back into the pits. Spider-Man meanwhile worked over time to try and catch up with Beck's score, slinging several webs to knock men back into pits or swinging into them and knocking them in. Finally, the buzzer went off, allowing the two of them to pause.

"And with the second round coming to a close, it's Spider-Man with 32 and Quentin Beck with 31."

"Looks like I'm catching up," Spidey remarked.

"Enjoy it while you can," Beck grumbled. "It doesn't change anything. You're still going to lose."

"We'll see," Spider-Man replied as the buzzer for the third round began.

At Oscorp, Norman was meeting with his chief of security in regards to the recent attacks.

"How much did they get away with?" Norman inquired.

"S-several of our latest prototypes in weapons and defense," the chief informed nervously. "We still don't know how he keeps getting in-"

"Then find out!" Norman demanded. "Leaning in close. "The lab techs are testing new munitions tonight, and I don't want some saboteur ruining months of work."

"Don't worry, sir. Whoever this saboteur is, we'll nail him."

"You had better," Norman told him, brushing past him.

"And with that, the final score is Spider-Man with 46 and Quentin Beck with 39! We're going to take a quick commercial break, but when we come back, we'll have the final competition."

"Commercial break. Perfect," Spidey noted before turning to Beck. "Well, that was a good first round, but I gotta take care of something real quick."

Before Beck could respond, Spider-Man shot a web and swung off, leaving Beck to growl in response.

A few minutes later, Peter managed to change back into his civilian clothes and quickly made his way through the crowds to try and find MJ.

"MJ!" Peter called out, hoping to get her attention as he worked his way down the stands.

It seemed to work, as MJ poked her head up and turned around, seeing him and waving him down.

"Over here, Tiger," she gestured.

Peter made his way down to her seat, taking the seat next to her.

"So, you get all the pics you need?" she asked.

"Well, for now. I might need to head back later for more."

"This photog gig really keeps you busy. Ever consider another line of work?"

"Not really. I like taking photos. Plus, it helps pay the bills for me and my aunt."

"Can't complain about that," she gives him a sly smile. "Still, if you wanted to take pics of something a little prettier than a guy in spandex…"

Peter perked up. "Are you offering?"

"I'm considering modeling in addition to acting," she gestured to her face. "With style like this, you gotta work it in your favor."

"I guess…" Peter conceded. "Still I think I'll stick with Spidey for now."

"Fair enough, though the offer still stands."

"I'll keep that in mind," Peter replied, looking down at the arena and seeing they were setting up for the next event. "Uh, looks like they're getting ready to come back. I should move for a better angle," he starts to get back up. "I'll try to be back soon."

"Alright, but hurry back, Tiger. I'm actually hoping to see you today."

"Uh, how about we grab lunch after this is over?"

"You're on."

"Great," Peter replied before turning around and heading off. "Be back soon!"

Not much later, Peter suited back up as Spider-Man and made his way back down to the arena, just as Beck was making some adjustments on his jetpack.

"Hey, Beck," Spidey greeted, getting Beck's attention as he walked up. "I just wanted to say good luck and may the best man win," Spidey held out his hand.

Beck just ignored the hand as he slung his jetpack on. "I'll give you this Spider-Man, you have more skill than I anticipated. But this final challenge will prove who's the better man once and for all."

Spider-Man cocked an eyebrow in response. "Wait, is that what this is all about? Proving your better than I am?"

"I don't have to answer that! You're the one being tested here, not me!"

"Whoa," Spidey let out, holding his hands up defensively. "Sounds like I struck a nerve."

A cameraman set up the shot and began signaling the two. "And we're back in 3, 2, 1."

Just as the cameraman signaled him, Beeck activated his jetpack and began hovering upwards.

"This is our last challenge, ladies and gentlemen!" Beck declared. "You've all seen how Spider-Man maintains his delusion of heroism. But now, all his supposed 'skills' and 'abilities' will be put to the ultimate test in a one on one challenge against me."

Beck then gestured towards the far end of the arena, revealing a massive obstacle course and some kind of cannon on a large pole.

"As you can see, I've set up an obstacle course that's meant to test your powers," he gestured to the course. "You'll have to leap across this massive pit, balance on precarious platforms, traverse through swinging clubs, climb over a booby trapped wall, and finally, swing through several swinging rings."

"Impressive," Spidey noted. "And let me guess, you'll be running against me?"

"No, of course not," Beck replied, flying over to the cannon and taking his seat. "I will be manning an electrical cannon."

This caused Spider-Man to be on edge, as well as elicit some gasps from the crowd.

"Relax, the cannon is non-lethal," Beck reassured. "It'll just give you a little jolt. Rest assured though, if I see you, I'm going to hit you. And once I hit you three times, the contest is over, and I win."

"That cannon doesn't sound too good…" Spidey admitted. "Still, if I back out now, Beck'll never let me live it down."

"Looks like they're just about to start," Stan commented. "Frankly Steve, from where I'm sitting, Spider-Man's making Beck look like a second rate chump."

"Couldn't agree more, Stan. Beck is gonna have to do some pretty fancy shooting if anyone's gonna take his claims seriously."

Back on the ground, Spider-Man took a starting position, ready to move out.

"Alright Spider-Man," Beck spoke up, pressing a few buttons on his control console. "If you're ready, we can begin… now!"

Beck fired the cannon at Spider-Man, prompting him to barely dodge in time.

"Hey, watch it!" Spidey called out.

"I said I'd hit you. Not my fault you're slow."

Beck fired again, prompting Spider-Man to once again evade the blast as he ran forward. He reached the massive pit and leapt over it, doing a midair somersault before landing on his feet. He quickly ducked under another blast before moving towards the platforms. They seemed to be rocking back and forth on pillars as Spider-Man approached. He leapt onto one, quickly balancing himself before leaping to the next one. His adhesive feet kept him from falling off, as he leapt from platform to platform. As he landed on the final platform, it moved a bit, disorienting him enough for Beck to hit him with the cannon. The blast knocked him off the platform and onto the ground. Spider-Man shook his head in pain before looking up to see Beck laughing to himself.

"Gotcha!" he cried out. "Not so tough now, are you?"

"Games not over yet, pal," Spidey retorted before shooting a web and slinging off.

He made his way over to the swinging clubs, watching them sway back and forth before coming to a stop. After he was certain of a pattern, he leaped upwards. He slung out a web, swinging on it and weaving between the clubs. He nearly got hit a few times, but his spider-reflexes managed to keep him from getting hit. He landed on the other side, leaping backwards just as another blast nearly hit him. Feeling he was safe, he rushed forward, reaching the massive climbing wall. Spider-Man wasted no time leaping onto the wall and climbing up, hoping to keep out of the way of Beck's boobie traps. As he continued to climb, a panel on the wall shot out, nearly hitting him in the face. He kept climbing, hoping to keep ahead of the games Beck was playing.

As he kept climbing, a panel retracted at his feet, causing him to stumble a bit and allowing Beck to get a shot off. It hit Spider-Man, causing him to fall a bit before sticking back to the wall.

"That's two!" Beck called out. "One more, and I win!"

Spider-Man shook his head before getting back to climbing. "Don't count me out yet."

Thinking fast, Spider-Man shot two weblines toward the top of the wall, pulling back on them before hopping off the wall and slingshotting upwards. As he reached the top, he flipped onto the top of the wall, spotting the swinging rings in front of him. He took a running start, leaping off and jumping through one of the rings before shooting a web and swinging on that, heading toward another ring. He continued maneuvering through the rings, keeping a good pace while Beck worked to set up his shot.

"Got ya," he whispered, priming to fire.

As Spider-Man kept moving, his spider sense alerted him to the coming danger, forcing him to think fast. Just as Spider-Man made it through the last ring, Beck fired the cannon. Just as he did though, Spider-Man grabbed hold of the ring, allowing him to spin on it and dodge the blast, much to Beck's shock.

"What?!" he let out.

With that, Spider-Man launched himself onto the platform, completing the event. The crowds cheered in response as Spider-Man leaped down to the ground.

"He did it!" the announcer declared. "Spider-Man has come out on top against Quinten Beck!" the announcer moved closer to the hero. "Spider-Man, what do you have to say in regards to your win?"

"Only that I wanna thank my loyal fans out there," Spidey replied, winking under his mask. "And as for my opponent, my advice would be to stick with the movies. It's obvious reality is way too much for him to handle."

This elicited some laughter from the audience, and a fair amount of irritation from Beck himself.

"This isn't possible," he grumbled. "He couldn't have won. He shouldn't have won!" he let out a breath, before a sinister smile crept across his face. "And he won't. Let's see how he likes it when I turn this cannon on full power."

He pulled a lever on his cannon, aiming it right at Spider-Man as he laughed to himself. Spider-Man was taking in the applause when his spider sense warned him of Beck's intentions. He quickly tackled the host out of the way just as Beck fired the cannon. The two rolled on the ground before Spider-Man shoved him aside, allowing him to get away as Spider-Man got to his feet. Beck didn't waste a second firing at Spider-Man again, forcing him to leap out of the way. The audience watched on, curious as to what's going on. They were unaware of whether or not this was part of the show or not.

Back on the ground, Spider-Man kept dodging and weaving between the shots, not wanting to swing upwards at the risks of civilians getting caughting in the crossfire. Looking up at the cannon, Spider-Man leaped over another blast and fired a web at the barrel of the cannon. As Beck tried to let out another shot, but the cannon started shaking and smoking, much to his dismay. Just then, the cannon's engine exploded, causing Beck to cover his face from the blast.

"No!" he let out, trying to turn the machine back on. "Work! Come on, work dammit!"

"Problems with your laser beck?" Spidey asked, lowering himself from the ceiling on a web. "I hear there are pills for that now."

"Why you-" Beck let out, trying to swing at him.

Spider-Man dodged it before landing on the barrel of the cannon. "Love to stay, but I gotta run. Just wanted to say thanks. I definitely needed some good press for a change," he shot a webline and swung off. "See ya!"

"Get back here!" Beck called out, trying to use his jetpack to follow.

Unfortunately, his jetpack started to give out, causing him to crash to the ground hard. As he picked himself up, he was greeted by a flock of reporters that wanted to get his reaction to the events outcome.

"Beck, what's it like competing with Spider-Man!"

"Beck, what does this mean for your theories about the Web Slinger?"

"Are you ready to admit you were wrong?"

As each question was asked, Beck's fury and resentment grew, unable to think of anything else other than his hatred for Spider-Man.

After the show wrapped, Peter made his way out of the bathroom, finally managing to change back into his street clothes. He made it back to the gathering crowds outside, hoping to catch a sign of MJ. As he continued looking, he couldn't find any sign of her. Fearing the worst, he let out a sigh of defeat.

"Nice one Pete," he commented, leaning against the wall. "You blew it… again."

"Talking to someone?"

Peter perked up, turning to see MJ walking over to him.

"MJ?" he let out, getting off the wall. "I… I thought you already left?"

"Why? Because you were doing your job?"

"It's… been a deal breaker in the past," Peter commented, rubbing the back of his neck.

"Well then it's their loss. Besides," she gave him a smirk. "You still owe me lunch."

"Then the skies the limit… up to seven dollars and eighty four cents."

She chuckled in response as they went off. "I'll try not to break the bank then."

At Oscorp, several lab techs were testing a new munitions system that would automatically reload while firing for several clips. Behind a sheet of bulletproof glass, Oscorp's chief of security watched with a group of scientists that were observing the results of the test.

"Looks like we have a success," one of the scientists commented.

"Good," the chief commented. "We've had too many lapses lately. We can't afford another breach."

"Don't worry sir, nothing is getting in here."

Just then, an explosion rang out from the roof, causing chunks of debris to rain down and even collide with the glass and knocking the men behind it aside. Something flew down and chucked explosives at the ground, knocking countless people back as it flew down and grabbed the guns. The chief pulled himself from the debris and aimed his gun at whatever was coming from the smoke. As it cleared, the chief was in shock as he saw what looked like a man riding the Oscorp glider and wearing the green flight suit with a purple cloak, as well as a green mask with a purple hat, pointy ears, and a smiling face that sent shivers down his spine.

"My god…"

The figure cackled maniacally as he pulled out what looked like a metal pumpkin and chucked it at the chief seconds before it exploded.