A/N: This is the start of a five-part arc, which ends the Jackal's arc in the season.

Please read and review?


On Friday, 20th of May, the bell rang at Midtown High, then the students all began to file out, as it was lunchtime. As Peter came out into the school yard, he looked around and walked over to a bench, seeing Harry sitting there by himself.

"Hey, Harry." Peter said. "You okay?"

"Huh?" Harry said, as Peter sat down opposite him. "Oh, yeah. I'm fine."

Peter noticed he looked upset, but since it was his birthday, Peter knew why, but he couldn't say anything as he and his friends had planned a surprise party at Osborn Manor after school.

"You look upset about something?" he said. "Is it MJ being distant from you again?"

"Well, that and...something else." Harry sighed, taking a bite from his sandwich.

Peter sighed, knowing he had to act like he didn't know it was his birthday.

"Harry, I'm sure everything will be alright." he assured. "Just give it time for...both things."

"Okay. Still, it's shocking about Prof. Warren being that Jackal creep and wanted to kill you so he can have Gwen." Harry admitted.

"Yeah." Peter sighed, remembering that mess.

It had been nearly 3 weeks since the Jackal had vanished during Miles' first solo fight as Shadow-Spider, and in that time, a lot had changed at Midtown High. Prof. Warren had been permanently replaced by Prof. Harrington as the Science teacher, while Warren's office and house had been searched for whatever was left, as he'd taken quite a few things from his attic when he escaped.

"Hard to believe mine and Gwen's favorite teacher can be like that." Peter sighed.

"Not to mention what he did to you and tried to do to Gwen." Harry said.

Peter nodded, for he'd had to spend the night in the hospital, but due to his healing factor he was let out the following morning, to his relief. His Aunt May was happy and they were able to celebrate her 54th birthday together, for which he'd gotten her some roses and chocolates. Miles and Gwen had even told him to take the day off so he could be with her, while they looked after the city, which was quiet that day, as they only stopped several robberies, a car theft and a few muggings, but no supervillain attacks.

"I know what you mean." Peter sighed.

"Tell me about it." came Gwen's voice.

Both boys turned to her as she sat down beside Peter.

"The fact that the Jackal wants me to be his lover is disgusting." Gwen shuddered. "I've been jumping every time I hear something growling in case it's him."

"I'm sure the Police will find the Jackal, Gwen." Peter said, wrapping his arm around her. "He's nothing to be scared off."

Gwen shuddered, as she'd been having nightmares about what happened since. Her Dad had even given her an earlier curfew of 9pm for her own safety, which would last until Summer vacation, which wouldn't be 'til the 25th June. He had wanted to home right away at first, but she'd managed to talk him down, but he only agreed on condition she'd never go somewhere alone, which she agreed to - as Gwen that is, and not Ghost Spider.

"I know, but the way he came at me still haunts me." she sighed.

"Gwen, he's now one of the most wanted people in the city." Harry reminded her. "I doubt he'll dare come after you again so quickly. He'll probably have to wait."

"And when he comes out, I'm sure he'll be arrested." Peter promised.

Gwen turned to him and smiled, for they and Miles had vowed to find him and put him behind bars, before he mutated anyone else or tried to turn her into a monster.

"I hope so." she said. "Finding out about all that stuff still shocks me though. It's horrible."

Peter pulled her in for a side hug, which she returned, before pulling apart.

"Look, I better go." Harry said, getting up. "I'll see you later."

He turned and walked off, and once Harry was out of earshot, the couple turned to each other.

"We still on for Harry's party later?" Gwen asked, changing the subject now they were alone.

"Oh, yeah." Peter said. "I just got run an errand first."

"Well, be careful." Gwen said, touching his shoulder. "Now we know why Prof... I mean, the Jackal wants you dead, you better be more careful."

"I will, Gwen. I promise." Peter said, touching her cheek.


Meanwhile, inside the basement of an abandoned warehouse, was the Jackal himself, who'd sought refuge since Shadow-Spider defeated him on May 2nd. Before he left, he'd managed to grab hold of and take the Super Spiders with him, which he'd hidden in the attic so Gwen wouldn't see them.

"My plans have all been but ruined!" he growled. "And now that Gwen's seen me as the Jackal, I'll never get her willingly. I'll have no choice but to take her by force. But as long as those Web-Warriors are out there, I'll never succeed."

He looked around the warehouse, before he looked at the 12 Super Spiders in their cage, which was on a table with other equipment he'd secretly stolen over the past 3 weeks.

"Good thing I managed to escape with these, for I need them when I get my remaining equipment." he said. "And when my plan comes to fruition, Parker and those Web-Warriors will cease to exist. Once that's done, I can finally obtain what I want without them interfering."

He laughed evilly as he raised his arms up.


That afternoon, at Osborn Manor, Harry was sitting alone in the study, looking upset, when Norman came in, his hands behind his back.

"Oh, hi, Dad." Harry sighed.

"You okay, son?" Norman asked, approaching him.

"Yeah, I'm fine... It's just, my friends all didn't wish my a happy birthday today." Harry sighed. "Not even Peter, MJ and Gwen."

"Oh... Well, I'm sure they've had their reasons, son." Norman assured.

"You think so, Dad?" Harry asked.

"Son, I know so, and here." Norman said.

He moved his hands to the front of him, showing a wrapped present.

"I wanted to wait 'til after you came from school to give it to you." he explained.

"Oh, gee. Thanks, Dad." Harry said, taking it.

He unwrapped the present, and found it was a new chemistry book.

"I figured that might help you out during your last year of school." Norman explained. "Especially now you've got a new Science teacher."

"Yeah. Prof. Harrington has a complete different teaching method than Warren." Harry explained.

"Well, look, there's something I want to show you." Norman said.

Harry put the book down, before Norman led him out of the study, who then put a blindfold over his eyes.

"Dad, what's going on?" Harry asked.

"Just wait, son?" Norman said.

He led Harry towards the sitting room, which was empty, before he stopped them both.

"Close your eyes while I take this off?" Norman asked.

He removed Harry's blindfold, who closed his eyes, then he opened and looked around the sitting room, when Gwen, Mary Jane, Miles, Anya, Flash, Randy, Gloria, Liz and Sally all came out from behind the furniture.

"Surprise!" they all said. "Harry Birthday!"

Harry looked speechless as he looked around, before Gwen hugged him tightly like a brother.

"Happy Birthday, Harry." she said, pulling away.

"You... You guys planned all this?" Harry asked, speechless.

"We sure did." Mary Jane assured. "We have been since Peter got out of the hospital."

"So, that's why you've all been pretending you didn't know?" Harry inquired.

"Hey, couldn't spoil the surprise." Miles reasoned.

"Well, thanks guys. This means... Wait, where's Peter?" Harry asked, noticing he was missing. "Don't tell me the Bugle needed him today?"

"No, but he had to run an errand for his Aunt." Gwen explained. "Said he'd hop over as soon as he finished."

"And besides, he left his present for you at home." Mary Jane added. "He can pick it up after doing the errand."

"Okay, fair enough." Harry said. "You all better make sure you leave him a piece of cake?"

"We will." everyone said.


Meanwhile, Peter was walking down a street towards a grocery store, before he took out his phone and looked at a list on it, as Aunt May's errand was to pick up some groceries. The list had Milk, eggs, bread, bacon and potatoes on.

"Okay, get this, take it home, then go to Harry's with his present." he thought.

He walked into the front store, then took out a trolley to begin, when he heard a gunshot go off.

"Oh, not now?" he thought.

He turned around and saw - to his shock - the Jackal standing on the rooftop of a store opposite, which sold all sorts of science chemicals. The owner of the store was standing in front of it, aiming a shotgun at him.

"Oh, great!" he thought. "Spidey better stop this."

He put the trolley back, then ran off to change.

"Get away from my store, freak!" the owner roared, who was an Asian man.

"Ha. You don't scare me." Jackal growled.

He jumped down from the rooftop and sent a slash at the owner with his right claw.

"Ah!" he yelped, moving back.

He looked up at Jackal, before he moved his eyes to his shotgun, which fell apart, as the claw had sliced it up.

"Uh-oh." he gulped.

He moved away as the Jackal held up his right hand to claw him, not caring who he killed to get what he wanted.

"Stay outta my way!" he growled.

The man closed his eyes worriedly, when a web hit the back of Jackal's arm, making him turn to it.

"Huh?" he muttered, before seeing Spider-Man on the rooftop.

"Hey, back off, Jackal!" Spider-Man said.

"You?" Jackal growled.

He pulled his arm forward, pulling Spider-Man with him.

"Whoa!" he yelped.

He let go of the web and twirled around, landing crouched down on the road near the owner.

"Get outta here." he said. "I'll handle this."

The owner nodded and ran off, leaving Spider-Man alone with the Jackal.

"Alright, Jackal, what are you up to now?" Spider-Man asked. "There something in there you need before you try and kidnap Gwen Stacy again?"

"Ha. You're right about me needing something in here, web-head." Jackal scoffed. "But I don't need anything here to kidnap my precious."

Spider-Man frowned under his mask at the tone, disgusted at the way he spoke about the love of his life.

"When my plan comes to fruition, I'll have her." Jackal swore, rubbing his hands.

Spider-Man glared at him, not in the mood to make a joke for once.

"No witty comebacks, web-head?" Jackal questioned. "What's the matter?"

"I'm not in the mood today, Jackal!" Spider-Man swore. "Whatever you've got planned, my and my friends will stop you."

"Ha! We'll see about that." Jackal spat.

He moved to pounce on Spider-Man, but missed as he dodged, then Spider-Man backed flipped away as he tried to whack him with his right arm. Spider-Man landed crouched down, before he shot a web from his left hand, but missed as Jackal rolled to his left. He got up and pounced towards Spider-Man, who jumped to his right, getting in front of the grocery store. Jackal grinned as he picked up a mailbox nearby, then threw it at Spider-Man, but missed as he jumped, making it smash through the window, causing several people inside to hide.

"Ah!" they yelped.

Spider-Man dived down towards Jackal to kick him, but missed as he jumped to his left. Spider-Man turned and jumped backwards, shooting a web from his right hand at the Jackal, who rolled to his left, getting behind an empty car. Spider-Man landed on the ground, as Jackal grabbed the car and picked it up, surprising Spider-Man, before he held it over his head.

"Stay outta my way, wall-crawler!" he roared, throwing the car.

Spider-Man gasped before the car hit him, pinning him against a wall of the grocery store, damaging both it and the car.

"AH!" he moaned.

Jackal laughed as he turned and jumped towards the store, smashing the window open as he did, scaring the people inside.

"Ah!" several screamed.

The workmen ducked behind the counter as the customers all ran out of the door scared.

"What do you want?" one worker asked nervously. "Take the money!"

"I don't want money. I just want some of your chemicals." Jackal sneered.

The worker gasped as Jackal snatched what he needed, before he put them in a bag.

Outside, Spider-Man grunted as he lifted the car up, before he threw it down slightly, as it landed on its wheels, part the chest area of his suit torn open, but he wasn't bruised due to his strength and healing factor.

"Man! Good thing there's no bruise or I'd have to explain it to all but Gwen and Miles." he thought.

He shook his head slightly, before he saw Jackal coming out of the store, the bag over his shoulder.

"Ha! I've got what I came for. So long, web-head." Jackal snarled.

He jumped onto the rooftop as Spider-Man stared at him.

"Hold it right there!" he roared.

He held up both his hands to shoot webs, but his web-shooters only clicked.

"Oh, not now!" he groaned.

Jackal laughed as he ran along the rooftop and out of sight, leaving Spider-Man annoyed that he got away.

"That's one villain I won't let escape so easily." he vowed, refilling his web-shooters.

He turned around to the grocery store, but saw that it had been damaged during the fight.

"So much for running my errand." he sighed.

One of the workers of the grocery store ran over to him - the same one who'd spoken to Jackal.

"How bad's the damage?" Spider-Man asked.

"Well, at least we're insured." the worker said. "It's gonna be closed for weeks due to the damage however."

"I'm sorry." Spider-Man said, before he turned to the car. "Who owns that car?"

"I do!" came an angry voice.

Spider-Man and the worker turned, seeing a very angry man coming towards him.

"You freak!" he spat. "Thanks a lot! I blame you for this!"

"Wait, you believe all that stuff Jameson writes about me?" Spider-Man asked, shocked.

"Of course I do." the angry man spat. "The News doesn't lie!"

"That's a matter of opinion!" the worker argued.

"Yeah." came another voice.

They all turned, as the owner of the chemical store came over.

"Spider-Man just saved my life here." the owner said. "That green guy's the freak."

The angry spat on the floor and walked off, unconvinced.

"Gee, what a hardcase." the worker said.

"Uh-huh." the owner agreed.

"I guess me and my friends haven't won everyone's respects yet?" Spider-Man inquired.

"Some people are just blinded by what they hear, Spider-Man." the owner assured. "I know you're good, as you saved my daughter's life once."

"Thanks." Spider-Man said. "You're stores gonna stay open?"

"Well, I'll have close mine down 'til repairs are made." the owner sighed.

"And the grocery store's gonna have to close for the same reasons." the worker sighed.

Spider-Man sighed, as he now couldn't do Aunt May's errand here.

"I'm sorry." he said. "I just wish I stopped him. Who knows what else he might do."

"Hopefully, you'll be able to get him next time." the owner assured.

"I hope you're right." Spider-Man said.

He jumped up and swung off slightly, before he landed on a nearby rooftop, where his bag lay. He approached it, then crouched down took his phone out of it, and then texted Aunt May.

"Grocery store closed due damage taken during Spider-Man fight. Can't put up the groceries. Sorry, Aunt May."

He sighed as he looked through his bag, which had Harry's present in, which was a new tablet - as Harry's old one had broken just before Mary Jane's birthday, and no one had been able to get him a new one, either due to time or money troubles - as well as his swimsuit, which was a pair of red trunks.

"Good thing I told the others not to get him one as well." he thought.

He heard his phone rang, which he then looked at it, seeing Aunt May's reply.

"Never mind, Peter. I'll pick up what I can when I'm finished at FEAST. You go over to Harry's and enjoy the party with your friends."

Spider-Man smiled slightly, glad she wasn't mad with him, before he put his phone in his bag.

"Well, now I have to get to Harry's." he thought, putting his bag over his shoulder. "And with all the traffic jams around thanks to Jackal, there's only one way to travel."

He jumped off the rooftop and began to web-swing off towards his best friend's party.


Back at Osborn Manor, the teenagers were all outside around or in the swimming pool in swimsuits. Harry sat at the edge in blue trunks, while Miles stood with a drink of juice, and wore red ones, while Flash and Randy were both in the pool, throwing a football towards each other, in green and blue trunks respectfully.

As for the girls, Gloria sat in the shallow end of the pool in a black one-piece swimsuit, while Sally and Liz both stood nearby, Sally wearing a yellow bikini, while Liz wore a green one. Mary Jane wore a red bikini and sat in one of the long-chairs, with a drink of iced juice, wearing a pair of sunglasses over her eyes as well. Gwen and Anya both sat at a table near the pool with a soda each, Gwen in a baby-blue bikini, while Anya wore a black and white stripped one.

Liz and Sally both approached Gloria, who turned to them both as she got out, as Flash and Randy moved further towards the shallow end.

"Man, it sure is a nice day." Liz said, stretching her arms out.

"Sure is." Gloria agreed. "This water's defiantly good enough to cool off in if it gets too hot."

Flash and Randy both got out of the pool, as Liz walked off towards the deep end, while Harry came over to them all.

"Man, if I'd know about this pool, I might've been kinder to you and Parker years ago." Sally said. "This is a great place to relax if the beach is out."

"I know." Flash agreed, before turning to Harry. "Is this how you learned to swim before school?"

"Kind of." Harry shrugged. "It's also where Peter learned, but he had more trouble due to his old glasses."

"Oh..." Flash said.

Liz dived into the pool with a splash and began to swim around beneath the water, before she raised her head up and laughed.

"Ah, yes." she said. "This is relaxing. You should get in, girls?"

Gloria and Sally both turned to each other, before they walked over to the deep end, before they both dived in with a splash. They swam over to Liz, before they rose up near her and laughed.

"Wow, this water is nice." Sally said.

"Yeah." Gloria agreed. "I might end up spending the rest of the party here...if that's okay, Harry."

"That's up to you all." Harry assured. "Just as long as you don't wreck the party and leave before 8 o'clock."

"Fair enough." Sally said, before she dived into the water.

At the table Gwen and Anya sat at, Anya drank some of her soda as Gwen smiled, noticing she looked uneasy.

"You okay?" Gwen asked.

"Yeah. All's fine and dandy, Gwen." Anya assured, putting her soda down. "I'm just enjoying the sun."

"Anya, I can tell something's wrong." Gwen said. "What is it?"

Anya looked up at her and sighed.

"It's the Jackal." she said. "I'm still-"

"Shocked that he's obsessed with him?" Gwen inquired.

"Yeah." Anya said. "Ever since I joined Midtown I've liked his classes. But now, I'm not so sure."

"I know what you mean." Gwen sighed. "The entire school is, even those who don't like Science."

Anya smiled slightly.

"You know, you've never shown me a picture of your mother?" she asked. "You got one on your phone."

Gwen took her phone out of her bag and began to through the pictures in her gallery, before she found one of her, and both her parents.

"Here. This is one of the last I have when my Mom was still alive." Gwen said.

She handed Anya the phone, who took it and looked at the picture, seeing a 9 to 10 year-old Gwen in it, with both her parents. She looked at Helen, seeing the resemblance between her and Gwen, making her smile.

"She's just like you." she said, looking up. "Ha. Almost like Peter when I saw the picture of his parents."

"Thanks, Anya." Gwen said, taking her phone back, before she looked at the picture. "I know she'd be proud and happy if she could see me with Peter, for I know she'd have liked him like Dad."

"What was her name?" Anya asked.

"Helen Stacy, formally Carmichael." Gwen explained. "You got a picture of your Mom?"

Anya took her phone out of her bag and rummaged through the pictures, before she found the only one she had of her mother Sofia.

"Here. Her name was Sofia, my middle name." she said, handing it to Gwen.

Gwen took the phone and looked at the picture and smiled.

"She looks nice." she said, handing her her phone.

"Thanks." Anya sighed. "I wish I'd gotten to known her more. She died when I was only four."

"I'm sorry." Gwen said.

"It's okay." Anya assured. "Dad's done all he can to handle raising me alone. I'm just glad you had yours longer than mine."

"Thanks, Anya." Gwen said, before she drank some of her shoulder.

Miles both sat down on a long chair while looking at them, staring at his crush Anya, as he'd never seen her in a bikini before.

"She's...amazing." he thought, dreamily. "I wish she liked me more than a friend, but then..."

He thoughts were interrupted when he heard a noise, making everyone turn to the door, when Peter came running out of the manor, panting as he was out of breath. He held a small package under his right arm, as Harry and Miles ran over to him, as Gwen, Mary Jane and Anya all got up and ran over as well.

"Hap-py Birth-day, Harry." Peter panted, holding up his present.

"Pete, what happened?" Harry asked, taking it. "You didn't run all the way here, did you?"

"Yeah. You look exhausted, tiger?" Mary Jane noted.

"Hey, I'm fine." Peter lied. "I just... I had to switch buses three times on the way over. There's massive traffic jams all over. I nearly missed a few when running towards them."

Gwen and Miles both looked at him, as he nodded, telling them he needed to talk with them alone.

"Did you do your errand for your Aunt?" Anya asked.

"Yeah." Peter assured. "It wasn't easy though."

"Well, I'm just glad you're here." Harry said. "You remember your swimsuit?"

Peter nodded, as it was in his backpack with his costume.

"Well, as soon as you get changed, you can join us all." Mary Jane said.

All but Gwen and Miles turned and walked off back to the pool, Harry putting his present down by the cake, which had been cut up slightly. Mary Jane sat back down in her chair and relaxed, as Harry sat down in the shallow end of the pool with Flash and Randy, as Liz, Sally and Gloria swam in it, while Anya sat back down at the table.

Peter turned to Gwen and Miles as they came towards him, then followed him inside the manor, then they all turned to each other.

"So, why were you really late?" Gwen asked. "I mean, it's even late for you?"

"I ran into the Jackal." Peter explained.

"The Jackal?" Gwen gasped, covering her mouth. "He didn't-"

"He didn't see me as Peter Parker, Gwen." Peter assured. But I wasn't lying about the traffic jams. Traffic was pretty heavy on my way over here."

"Well, what was he doing?" Miles asked.

Peter took a deep breath, began to tell them both what had happened, none of them noticing Anya looking at them curiously, as she could see them from the open door.

"I wonder what they're discussing?" she thought.

"So, the Jackal's got something big planned?" Gwen asked quietly.

"Yeah." Peter nodded. "Don't know what though."

"We better keep an eye out for him then." Miles said.

"I can't." Gwen sighed. "I promised Anya I'd hang out with her tomorrow. I can't just drop it."

"Okay, Gwen." Peter said. "We'll call you though if we have too. You saw he fights, so it might end up taking all three of us to stop him."

"Understood." Gwen said. "You call and I'll tell her it's an emergency."

Peter smiled. "Then it's settled then." he said. "Understood?"

"You got it." Miles said.

Peter turned around and walked upstairs to change, as Gwen and Miles both left the manor for the party, all knowing their plan for tomorrow.


That night, the Jackal was running along a rooftop of the city, before he jumped onto another one, then jumped onto a higher one. He had left his stolen chemicals in his secret lab warehouse, as didn't want to bring them until he found the right location to set of his plan. He jumped off it and across the street to a higher one, before he stopped and looked around.

"If I'm gonna commence my plan, I'll need to find a very tall building." he thought, putting his hand on his chin. "I can't use the Empire State or Crystal building though, that's too obvious. I need a building tall enough for the job."

He began to think hard, before he clicked his fingers.

"Aha. I'll set off my plan off near Empire State University." he thought. "That's where I acquired my little pets in the first place, so it's only fitting I set it off there."

He turned around and ran off towards his distention, as he would need time to prepare for his plan.

"In less than 24 hours, my plan will come to fruition." he declared, jumping onto another rooftop.


The next morning, Peter walked out of his house, closing the door behind him, before he looked at the area, Aunt May having left to work at FEAST early so he had to make his own breakfast.

"Well, as it's Saturday, I don't have to worry about school." he thought. "And Gwen said she'd be hanging out with Anya at her apartment, while I'll be training Miles some more while we search for the Jackal. So, I better go."

He turned and saw Mary Jane coming out of her house, who closed her door and then turned to him, showing she wore a black shirt with a image of Spider-Man's mask in a heart shape on her chest.

"Whoa. If she's wearing that, then Gwen wasn't kidding about her falling for my alter ego." he thought.

"Hey, tiger." Mary Jane said, coming towards her. "Where you off too?"

"Oh, just off to meet Miles." Peter said truthfully. "You?"

"I'm heading over to Liz's." Mary Jane answered. "She wants my help with something."

"Other than me tutoring her?" Peter inquired.

"Yeah." Mary Jane said. "She and the other cheerleaders are planning something for charity at the beginning of June."

"And Liz wants you to help organize it?" Peter asked.

"Something like that." Mary Jane said. "I'll see you later, tiger."

She turned around and walked away as Peter stared at him.

"Hey, what's with that shirt, anyway?" he asked.

Mary Jane stopped and blushed, for she'd told no one but Gwen about her recent crush on Spider-Man, unaware that Gwen had told him.

"Oh, I just wanna show my support and gratitude towards Spider-Man, since he's saved my a life quite a few times now." she explained, turning her head slightly.

"Oh, I see." Peter said. "I was just wondering, that's all."

"Right." Mary Jane said.

She walked off with relief as Peter turned around and walked off.

"I might have to tell her in costume I'm off limits." he thought. "The closet I'll ever see her as is a sister."

His phone beeped, making him take it out of his pocket, and saw it was Harry.

"Thanks for the tablet, Pete. I really needed a new one after I broke my last one. I'm glad no one else gave me one though, otherwise it wouldn't be fair. I'm gonna be busy all weekend, so I'll see you on Monday. Harry."

Peter smiled as he put his phone away, as Harry hadn't been able to thank him due to all that happened yesterday, before he ran off.


A little later, Spider-Man met up with Shadow-Spider on a rooftop, who was sitting on the edge, looking around.

"You see anything, Shadow?" Spider-Man asked.

"Nah. No sign of any trouble, Spidey." Shadow-Spider said.

He got up and turned to Spider-Man, before folding his arms.

"But the Jackal's out there somewhere." he added. "The question is; where?"

"I know." Spider-Man said. "After all he's done, we're not gonna rest 'til we find and bring him in."

"Then hopefully, our friends can cure all the people he's mutated." Shadow-Spider hoped.

Spider-Man nodded, remembering a meeting he had with the Avengers the day after he got out of the hospital, as Gwen had been too shocked by the ordeal to do it at the time, and Miles had been busy that day.

(Flashback)

Spider-Man stood in the Avengers conference room with Tony Stark, Bruce Banner and Hank Prym, while holographic images also showed Mr. Fantastic and Beast. He had told them all about the Jackal, and how and why he'd been mutating people to become Rhino, Grizzly and Swarm, and even Molten Man, which had left them all shocked.

"This Jackal turned my employer into Swarm?" Tony exclaimed.

"And he created all those mutants just to kill you to make Gwen his lover?" Reed inquired. "No offence, Beast."

"None taken, my friend." Beast said. "But, it's disgusting. This man has to be way older than you and Gwen?"

"He is." Spider-Man assured. "He used to be our Science teacher."

"Eww." Dr. Prym said. "That explains why he knows you at least, but what he's done is unforgivable."

"I think we can all agree on that." Bruce said.

"Well, at least we know who's been behind this mutation nightmare." Reed said. "Again, no offence, Dr. McCoy, but unlike you and your fellow X-Men, they've been mutated against their will."

"I understand, Dr. Richards." Beast assured. "No one should been turned into a monster against their will, regardless of what they are."

"You five still working on the cures?" Spider-Man asked.

"Yes." Tony nodded. "We'll let you know when we're finished, kid."

"Then hopefully, we can put Jackal away so he can't cause more harm." Bruce hoped.

"I hope so, 'cause the way he went on from what Gwen told me, I don't think he'll stop 'til he's behind bars or dead." Spider-Man said. "He's shown no remorse for his actions... And Gwen and I used to look up to him."

"It's hard seeing your idol tarnished like that." Beast sighed, sympathetically.

The others all lowered their heads in agreement, before Spider-Man turned and walked off, leaving them alone with their thoughts, and so they could continue working on the cures.

(Flashback ends)

Spider-Man looked at Shadow-Spider, who had his right hand on his chin, thinking.

"What you thinking about?" he asked.

"I'm just thinking where Jackal could be. Due to how big the city is, he could be anywhere." Shadow-Spider said.

"I doubt it." Spider-Man argued. "He's one of the most wanted people in the city, both as the Jackal and Prof. Warren."

"Right. Still, I wish I knew how he got the DNA to do all these mutations." Shadow-Spider sighed. "I mean, he couldn't have done it without them."

"Yeah, you're... Wait? I just thought." Spider-Man said. "You remember that theft at E.S.U.?"

"The night my powers submerged by that Black Cat woman?" Shadow-Spider inquired.

"Yeah." Spider-Man said. "All of the Jackal's mutations had animal DNA in them, exactly the same ones Black Cat stole from there. So I think it might've been the Jackal who hired her - before he became the Jackal that is. Only Molten Man's different as that happened before the theft."

"Wait, so you're saying he hired her to do that robbery?" Shadow-Spider began.

"Yes. There's only one animal DNA left and that's spider, since she took the remaining Super Spiders in their cage." Spider-Man explained.

"Man... So that's where he got his animal DNA? He must've been working on them one at a time slowly, hoping to kill you." Shadow-Spider deduced. "And when one failed, he tried another and another, before becoming the Jackal?"

"My thoughts exactly." Spider-Man agreed. "If he's saving the spiders for something, it must be what his plan is, since he's used the rest."

"It must be his trump card then." Shadow-Spider deduced.

Spider-Man nodded when they both heard the radio go off in their masks.

"Attention all units! The Jackal has been spotted inside Empire State University. So far, three students and a teacher have been injured. All available units head over there to apprehend him." came a woman's voice.

"E.S.U.?" Spider-Man said.

"Guess he wants to end this where he started at, by fighting us at the place where we all got our powers." Shadow-Spider deduced.

"Let's go. We can text Gwen on the way, as I have a feeling we're gonna need her for this one." Spider-Man said.

Shadow-Spider nodded before they both jumped off the rooftop and swung off towards E.S.U., hoping to get there before the Jackal did some serious damage.


A little later, in Anya's apartment, Gwen and Anya were both in the Anya's bedroom together, laughing as they lay on the bed.

"You really once made a mess of the kitchen on Father's Day?" Gwen asked.

"Yeah. Papa wasn't happy." Anya assured. "I had to clean up the mess afterwards."

"How long did it take you to clean up?" Gwen asked curiously.

"Took my almost two hours." Anya explained. "I was practically worn out by then since I was only 9."

Gwen giggled. "Well, you know the saying, you learn from your mistakes." she teased.

"Very funny." Anya scoffed.

Gwen covered her mouth as she rolled onto her chest, before she spotted something on Anya's desk that looked like a book.

"What's that?" she asked, pointing at it.

Anya looked at her desk, before she got up and approached it, then picked the book up.

"It's a scrapbook I've created." she explained.

She turned around and held it up, showing it had pictures of the Web-Warriors on the front.

"I've been idolizing them from a while now." she explained.

She sat down on the bed as Gwen sat up, then opened it up, showing it was full of pictures Peter had taken of the Web-Warriors from the Bugle. Gwen noted as Anya turned the pages, that the photos were some of Peter's best shots, but there was also photos of some of the villains they and Miles have faced over the past year, including Hobgoblin, Hydro-Man, Mysterio, and the people the Jackal had mutated. Shadow-Spider wasn't in as many as Spider-Man and Ghost Spider, which she reasoned was due to Miles only being on the job for around six weeks now.

"You idolise the Web-Warriors?" Gwen asked curiously.

"Well, Spider-Man and Ghost Spider, yeah." Anya explained. "Ever since they saved my Papa's life, I've felt indebted to them. I hope I can someday repay them for that. Since Shadow-Spider's new though, I'm not so sure about him."

"Fair enough." Gwen reasoned. "But...is that all?"

"What do you mean?" Anya asked.

"Well, do you just idolise them, or do you have a superhero crush on one of them?" Gwen asked, hoping she wouldn't have to add Anya to the list of people crushing on her boyfriend.

"Well...I wouldn't go that far." Anya assured, before she looked at a photo of Spider-Man and Shadow-Spider. "While I'll admit, the boys are cute, I don't know much about who they really are. For all I know, they could be completely different from me. I mean, they might not like something I like."

"Well, that does sound reasonable." Gwen said, relived that Anya wasn't crushing on Peter. "You know, I got saved by Spider-Man myself once."

"You did?" Anya inquired. "I mean, other than that hostage crisis and when you got kidnapped."

"Yeah, and this was before Ghost Spider showed up." Gwen assured. "I've admired him myself since then, and then when his friends came along, them too."

"Well, after all they've done, who wouldn't admire and respect them? I mean, besides Jameson that is." Anya joked.

Gwen giggled at the joke when she heard her phone beep.

"Huh?" she muttered.

She took it out of her pocket and saw it was a text from Peter.

"Gwen, the Jackal's at E.S.U. Miles and I don't know what he's planning, but it can't be good. We really need your help. Please get over here? Peter. XX."

Gwen sighed and put her phone away.

"Anya, I'm sorry. I've gotta go." she said, getting up. "That was important."

"Okay." Anya said. "Just...be careful in case the Jackal shows up."

"Ha. I know better than that, Anya." Gwen assured. "See you."

She walked out of the bedroom, then began to leave the apartment to change, as Anya sighed.

"Tough luck. With my other friends busy today, I was hoping to hang out with her." she thought. "Still, if it's important, I can't stop her."

She got up and approached her bedroom window, looking at the view, before she saw Ghost Spider jumping down and swinging away from the building.

"I wish I could repay you for saving my Dad's life." she thought, touching the window.

She turned around and sighed, before she fell onto her bed, wondering what she was gonna do for the rest of the day with her friends busy.


At E.S.U, students and teachers alike were running away from the campus, Dr. Connors and Prof. Williams being among those escorting away. Prof. Williams had spent nearly three weeks in the hospital due to Electro's attack on her, but she had managed to recover, partly due to Spider-Man giving her CPR.

"This way." she said, motioning with her hand. "Come on!"

"It'll be safe over there!" Dr. Connors said.

They both turned to each other as people kept running past him.

"I'm still surprised you used to be friends with that monster?" Prof. Williams said.

"We weren't friends, only collages, Susie." Dr. Connors corrected. "I'm just as disgusted as what he's been doing as anyone."

Prof. Williams sighed, before she turned as she heard a noise.

"Okay, that didn't come from inside." she said.

Dr. Connors turned left, seeing Spider-Man and Shadow-Spider swinging towards them both.

"Spider-Man?" Prof. Williams gasped, spotting them.

Both Spiders landed near the teachers, as other students kept running past them.

"Is everyone out?" Spider-Man asked.

"Yes." Dr. Connors replied. "But Jackal's heading for the top floor."

"We'll handle this. You all better get away from the campus." Spider-Man advised. "I have a feeling Jackal's planned something big."

"We'll tell the Police that." Prof. Williams promised.

"Thanks. Come on, Shadow." Spider-Man said.

"Right behind ya." Shadow-Spider said.

They both jumped up and swung up towards the Campus building, before they spotted Jackal on one of the higher floors.

"There he is." Spider-Man said.

They both swung forward and kicked the glass open, feeling it justified to stop Jackal, who turned around as the window smashed open.

"What?" he gasped.

Both Spiders landed in a three-point stance, as Jackal glared at them both.

"You two?" he growled.

"Ha, so you remember me too, eh?" Shadow-Spider joked, as he got up. "Nice to know."

"Whatever you've got planned here, Jackal, we're stopping it." Spider-Man said, pointing at him as he got up.

"Ha! You may have stopped my previous creations from killing your photographer, web-heads, but you won't stop me this time." Jackal spat. "When I unleash my newest plan, the entire city will be thrown into chaos. Even you two and your girly friend won't be able to stop me this time."

"So, it was you who hired Black Cat to steal the Spiders and that animal DNA from this place?" Spider-Man deduced.

"Bingo." Jackal commented. "If you hadn't interfered, I'd have completed my goal and get the woman I love."

"Yeesh. No offence, dude, but you're way too old for Gwen Stacy." Shadow-Spider said. "You're about twice her age. Might even be the same age as her Dad."

"That doesn't matter to me." Jackal spat. "If Parker wasn't dating her in the first place, I wouldn't have had to do all that in the first place."

"You're insane, Warren!" Spider-Man snapped. "You can't have everything you want. Gwen never saw you that way! She told you herself when you kidnapped her."

"Ha! I know she'll come around." Jackal spat. "One way or another, nothing will stop me from winning her heart."

Both Spiders looked at each other.

"This guy sounds like he won't give up 'til he's either in jail...or dead." Shadow-Spider whispered.

"Well, we have a none kill code." Spider-Man whispered. "We'll have to stop him and make sure he gets locked up for good."

Shadow-Spider nodded before they both turned back to Jackal.

"I can hear you two, you know." he smirked, before touching his left ear. "My transformation gives me extra hearing."

"Oh, crud." Shadow-Spider gulped.

"Not good." Spider-Man gulped.

Jackal kicked a table over towards them both, making them jump forward as it nearly hit them both.

"Whoa! That was close!" Shadow-Spider gasped, as they landed on the floor.

"Yeah, but keep focused!" Spider-Man said. "We need to-"

His Spider-Sense tingled as Jackal came over and kicked him away hard.

"OH!" he moaned.

"Spidey!" Shadow-Spider cried.

Spider-Man hit the floor and rolled onto his chest, knocking him out cold.

"You'll pay for that!" Shadow-Spider swore, turning to Jackal.

He powered up his Venom Blasts, when the Jackal jumped up to the ceiling, surprising him.

"Huh?" he gasped.

Jackal jumped down from the ceiling and whacked Shadow-Spider away with his left arm, catching him by surprise.

"AH!" he moaned.

He hit the floor on his back next to Spider-Man, knocking him out slightly.

"You two pests should've stayed away from here." Jackal spat.

He laughed evilly as he turned and ran off towards a set of stairs, then ran up them. Both Spiders moaned as they looked up at him, when they saw Ghost Spider come in through the smashed window, who landed in a three-point stance. Se got up and turned to them both, before she ran over to them.

"Ghost, you made it?" Spider-Man said.

"Hey, you know me, always show up when I'm needed." Ghost Spider teased, helping him up.

Shadow-Spider pulled himself up and shook his head.

"Is there anyone still outside?" he asked, rubbing the back of his head.

"Everyone's gone. The area's deserted expect for us and the Jackal." Ghost Spider explained.

"Right. Let's get him." Spider-Man said. "We'll tell you what he's up too on the way."

Ghost Spider nodded before they all ran off together towards the stairs, with the boys telling her Jackal's plot as they went.

On the building's highest floor, Jackal was working on a machine, as he loaded a canister of gas into it, that he'd made from the chemicals he'd stolen, mixed up with Super Spider DNA.

"With this, my plan will come to fruition." he thought. "I'll just have to wait once this is done, then Gwen will be mine."

He laughed evilly when the Web-Warriors all burst into the room via the door.

"It's over, Jackal!" Spider-Man said.

"Oh, really?" Jackal smirked.

He turned around and laughed evilly as he looked at them all.

"Actually, it's over for you, web-heads." he smirked.

"What are you talking about?" Ghost Spider demanded, clutching her fist.

"Ha. You're about to find out!" Jackal spat.

He flicked a switch on the machine, which shot up and smashed open the roof, before it began spreading gas all over the building and beyond.

"Oh, webs! We're too late!" Ghost Spider exclaimed.

"Exactly, Ghostie." Jackal sneered. "You'll all soon find out what I've done, and they'll be no way you can stop me!"

He laughed as he turned and jumped out of the building, but when the Web-Warriors reached it, they saw no sign of him.

"He's gone." Ghost Spider said. "There's no sign of him."

"Now what do we do?" Shadow-Spider asked.

"First, we gotta get outta here, guys." Spider-Man said. "We'll worry about him later."

The three Web-Warriors all turned and jumped out of the building and swung away from the gas, as it quickly began to spread like a mushroom cloud.

"Whoa! That is big." Ghost Spider noted.

"You can say that again?" Shadow-Spider said sarcastically.

They all landed on a rooftop together and saw the gas was spreading all over this area of the city. The building they were on was just outside the cloud's radius.

"Whatever that gas is, he's bound to use it for bad stuff." Spider-Man sighed.

"You told me he was creating another monster?" Ghost Spider recalled.

"He is. This gas must be connected to it somehow." Spider-Man deduced.

"But what?" Shadow-Spider wondered, folding his arms.

"Look, it's getting late." Spider-Man said. "Let's discuss this tomorrow."

"Deal." Ghost Spider agreed.

"Right." Shadow-Spider said.

They all jumped off the rooftop and swung off towards their homes, Ghost Spider hoping to get home before 9 due to her earlier curfew. As they did, the gas cloud slowly spread through more parts of the city, starting something which they wouldn't know about until the morning.


The next morning, the three Web-Warriors met up out of costume outside Midtown High, since it wasn't a school day and they wanted to meet without being overheard.

"I wonder what that gas that spread through the city yesterday might've done?" Gwen said.

"You got me." Peter said. "I have a feeling we're gonna find out though. The question is; when?"

"Whatever the Jackal has planned is really sick." Miles noted. "I'd hate to face a lot more mutated freaks thanks to him."

"You think the gas is to create more mutate people?" Gwen inquired.

"The way he talked last night, I wouldn't be surprised." Miles said.

"Well, I know what you mean." Peter agreed. "Mark, Mr. Tan and those other people, they all became that thanks to him."

"Tell me about it." Gwen sighed, folding her arms. "It's horrible to think he did all that just to kill you, and for him to think I'd fall for him. With even more people like that running around, we'll have our hands full trying to stop him."

Peter wrapped his arm around her, knowing how she felt, as they've both grown sick of their former teacher for all that.

"Not to mention our friends will have more trouble trying to cure them all." Peter sighed.

Miles looked at them both, when they all heard a noise that sounded like a web-shooter.

"Did either of you two invite Jessica over?" Miles asked, turning around.

"No." Gwen said.

"Not me." Peter said.

"Then who shot that web?" Miles asked.

They all looked around, when they heard a web-shooter again, or something similar.

"That...defiantly sounds like someone shooting a web." Gwen said.

They all looked around as they heard it again, followed quickly by several more.

"Sounds like there's more than one." Miles said.

They all turned right down the street, and saw a normal man web-swinging through the city, followed by a few more people, ranging from old people to teenagers.

"Okay, just how are they doing that?" Miles inquired.

"They all can't have web-shooters?" Gwen questioned. "I've seen some of those people at FEAST and they're not pretty smart."

They all kept watching as the people swung around, which told them that Jackal's gas might've had in a hand in this.

"Guys, I think New York has just become a Spider Island." Peter gulped.

To be continued...


A/N: Helen Stacy's maiden name 'Carmichael' comes from Earth 65, Spider-Gwen's comic world.