The back door of a jewelry store is opened, as several figures move through the store's backroom.

Suddenly, a club smashes open a display case of rings and necklaces.

An Inner Demon pulls back the club, "Refuse to pay the Inner Demons protection money and you'll get wrecked."

Another Inner Demon kicks over a display tower, smashing it open and spills out the diamonds.

A female Inner Demon holds a club over a display case, but then stops, as she breathes in.

The first Inner Demon approaches her, "Is there a problem?"

She looks over at him, slightly lowering the club.

A male Inner Demon approaches them, "No problem, right?"

"Right," the female Inner Demon turns back to the case, raising the club.

Then a loud crash is heard coming from the backroom.

"Argh, now what?" The first Inner Demon pushes past the female Inner Demon, approaching the backroom. "You're supposed to be cracking the safe, not cracking the entire room."

A scream is heard, before the Inner Demon is thrown out of the backroom and lands on the floor, with two small holes in his neck.

"What the heck?" The first Inner Demon looks down at the fallen Inner Demon, before looking back ahead.

After a few seconds of quiet, a pale figure with fangs and red eyes leaps out of the backroom.

The female Inner Demon drops the club and backs up to the male Inner Demon, as they watch a silhouette lift another and throw it, amidst terrifying screams. The two Inner Demons turn away and run through a sidedoor, setting off an alarm.

The female and male Inner Demons run down an alley, with crashing noises and screams in the distance.


"Supply And Demand"


The next day, at Midtown Manhattan Magnet High School, Peter, carrying his lunchtray, comes out to the lunch tables, when he notices Gwen, carrying her own tray, approaches the tables, looking around.

Peter takes a deep breath, then approaches Gwen, "Hi, Gwen."

Gwen quickly turns, almost spilling her mashed potatoes, before seeing him, "Oh, hi, Peter".

"So, hum, where's Harry?" Peter asks.

"He's answering a call from his mother," Gwen looks away.

"Listen, Gwen, we need to talk," Peter says. "The last time we actually talked, well, it was about us, you and me…"

"It was… I was premature…" Gwen says.

"Gwen, you said you love me," Peter says.

Gwen closes her eyes for a moment, before turning away, "I can't talk about this."

Peter watches as Gwen runs off.

Several feet away, Sally and Liz are standing together.

"Check that out, Stinky Pete is chasing away girls again," Sally grins.

Liz sighs, then walks away, with Sally watching her, confused.


Emily is walking through an opening pair of doors, talking on her phone, "Harry, my dear, I already sent your schedule for the month to your Osberry. Make sure you don't…" She notices the lab she walked into is a complete mess, with a table turned over, papers lying on the floor, and broken pieces of glass. "Differentiate from it."

Emily tabs her phone's screen, hanging up, before pocketing it, as she watches Michael walk out from behind a column, with a hand on his head.

"Dr. Mobius," Emily says, as he approaches.

"I have a killer headache," Michael says.

"That's the least of your worries, Dr. Mobius," Emily starts. "Not only is your lab a complete mess, there has been zero success with your blood disease research."

"I-I'm close, Mrs. Osborn, very close to creating a solution for all blood diseases," Michael tells her.

"Close is the same thing as failure," Emily says. "And failure is unacceptable."

Michael places his hand back on his head, "Just need some more time…"

"You're running out of time," Emily starts. "Provide results by the end of the day, or you're out."

Emily turns to leave, with the doors closing behind her, before Michael punches a table, denting the surface.


Peter and Gwen are approaching the ESU Bio-Lab. Peter glances at Gwen, who is keeping her head down.

"If I could say something, anything…" Peter looks away. "But I will just make things more awkward."

Peter and Gwen enter the lab to see someone lying on a medtable, with a monitor showing his vitals hooked up to him. Debra, holding a clipboard, is studying the monitor.

"What's going on?" Peter asks.

"Some sort of strange blood based virus," Miles says, approaching the teens as they look at him. "It's been going around the upper east side, and the Bio-Lab has been tasked with examining and finding a cure."

"A blood virus?" Peter asks, as Gwen approaches the medtable.

Gwen sees a pair of small holes on the person's neck, "Look at these odd marks. They're like something from a vampire movie."

"Vampire," Debra writes a note on her clipboard. "I find that extremely unlikely."

Debra turns around and walks away, as Peter walks up to Gwen.

"I'm surprised she can talk," Peter whispers.

Gwen laughs a bit, before notices Peter smiles, then she stops herself and grabs a couple vials from the nearby table.

"I-I better take these blood samples to examine," Gwen says, before hurrying away, leaving Peter dejected.


Later that night, Peter is placing a vial within a refrigerator unit, as Gwen approaches Miles, who is at a computer, next to Debra, who is checking a microscope.

"Excuse me, Dr. Warren, but it's getting late," Gwen says, as Miles checks his watch. "Peter and I need to head on to home."

Miles sighs, "Fine, go on."

Gwen turns and walks past them.

"Children working in a lab…" Debra says, before looking back at her microscope.

Few minutes later, Peter and Gwen are exiting the building, with Peter on his phone.

"I'm leaving the lab now, Aunt May," Peter says to his phone. "Yes, I'm heading straight home. Love you too. Bye."

Peter starts to pocket his phone, looking at Gwen, "I might actually get home long before my curfew this time."

Gwen holds up her phone, "I'm gonna call Harry. All those blood virus victims were near OsCorp, so I'm worried."

"If Norman wasn't gone, there might be a connection, although…" Peter thinks, before he starts to turn. "Shoot, I forgot something inside, I better go grab it. Later."

Peter starts to run back to the building, before Gwen turns away. Peter looks over his shoulder, then leaps over the building's roof.

After a few more minutes, a webline shoots past the building's roof, and Spider-Man swings past, "I might not make curfew after all."


A man in a ski mask slams a crowbar into a lock on a fence, twists the crowbar and breaks off the lock. He pushes open the fence, before he and another man in a ski mask walk through and into a large car lot, full of expensive cars.

"Look at those beauties, like Christmas in March," the first man says.

"So which one do you think is the fastest?" the second man asks.

"You go for the fastest, I'll grab the coolest," the first man says, with the crowbar against his shoulder.

He starts to approach a sleek red sports car, when a shadowed figure lands on the car's roof, crushing it.

"Argh! Are you serious, ya' webbed freak?!" the first man complains. "Do you know how much that would've cost on the black market? After I took it out for a spin, of course."

The shadow figure starts to stand up, as the second man approaches the first, "I don't think that's Spider-Man."

The shadow figure opens its mouth, revealing its fangs.

Down the city block, Spider-Man lands on a flagpole, before he starts to look around, "I don't even know what I'm looking for."

At that point, he hears a scream and turns his head to the car lot. He fires a webline and swings toward it, "But that will do."

Spider-Man swings into the car lot, flips and lands in the center of the lot, where the first man is lying on the ground.

"Nice mask, supposed you aren't looking for a snow capped mountain in the dead of spring," Spider-Man turns the man over, who gives a slight moan, with a pair of holes on his neck. "The same marks. Guess I'm on the right path."

Suddenly, a car's headlights come on, before a car speeds out of its spot and toward them.

Spider-Man grabs the man and rolls out of the way, "Whoa!"

As the car speeds out of the lot, the shadow figure, wearing what appeared to be a lab coat, flies after the car and down the street.

"Double whoa," Spider-Man looks up. "A flying man? Without vulture wings or a goblin glider?"

The second man is driving the car down the street, weaving around other cars, "Get away. Gotta get away." He looks in the rearview mirror and sees no one behind him.

The man starts to breathe a sigh of relief, when the car's roof starts to rip open, with him seeing the pale figure, who hisses and reaches into the car.

"Hey, this is no rideshare!"

Spider-Man suddenly swings into the pale figure, kicking him off the car, before the driver turns the wheel shapely, causing the car to turn and flips into the air.

As if everything slows down, Spider-Man reaches into the ripped roof, grabs the man by the shoulder and pulls him out, lowers him and himself onto the ground, as the car finishes flipping onto the ground, crashing.

Spider-Man looks at the crash, as the man breathes heavily, before Spider-Man looks at him and watches as the man faints.

"You welcome," Spider-Man says. "But where's your playmate?"

Spider-Man's spider sense goes off, when the pale figure flies out of an alley and at him. The pale figure swipes at him, but Spider-Man barely flips away. Spider-Man lands on the side of a lamppost, with the figure hisses at him.

"Nice fangs, are you really a vampire, or a huge Bram Stoker fan?" Spider-Man jokes, then fires a webline.

The figure flies up, dodging the webline.

"Where do you think you're going," Spider-Man fires two more weblines, connecting with the figure's chest.

The pale figure grabs the weblines and pulls Spider-Man to him, but Spider-Man swings under the figure, spins and lands on his back, wrapping one arm around the figure's neck and both legs around the figure's waist.

"Okay, no jet propulsion," Spider-Man uses his free hand to check the figure's back, as the figure grabs his other arm, with the two spins in midair and flies higher. "Or sign of a flight tech harness." The figure starts to pull Spider-Man's arm free. "Okay, I'll believe a man can fly."

The figure pulls Spider-Man off him, but Spider-Man spins around and kicks the figure in the chest, launching himself off, "But can he crash?" Spider-Man then fires a webline at the figure's chest, pulls himself back to him and readies a fist, when he sees the figure's face. "Wait, I know you. You helped me with Hydro-Man. What happened…"

The pale figure, Morbius, hisses, then grabs Spider-Man's shoulders, holds him over his shoulder and throws him back down to the street.

Spider-Man barely reaches for a street lamp, throwing himself into a spin and into a store's window, smashing it and knocking over several blenders.

Morbius starts to lower himself, when he grabs his head in pain, before quickly spins around and flies away.

Spider-Man rubs the top of his head, sitting next to a couple broken blenders and a sign that reads "As Seen On TV".

He looks up, before firing a webline and swings up, landing on a roof's edge, as Morbius flies away, "Leaving? Was it something I said?"

Spider-Man watches as Morbius flies toward OsCorp.


At the OsCorp lab, Michael places his hands on top of a table, breathing heavily.

"This can't be… this can't be happening," Michael says, before noticing a couple pieces of papers next to his hands. He quickly picks them up and looks through them, "There has to be something, anything here."

"How about a dustbuster?"

Michael turns to see Spider-Man stepping in through an opened window, "Spider-Man, w-what are you doing here?"

"Definitely not looking for a second round," Spider-Man says, approaching.

"Second round? What are you talking about?" Michael asks.

"Forgot about our duet a hundred feet off the ground?" Spider-Man asks, before crossing his arms. "I'm actually hurt."

"What are…" Michael asks, before he reaches for his head, in pain. "No, no, what did I do… what have I done."

"That what I want to know," Spider-Man gets closer, before noticing the papers on the table, picks them up and goes through them. "These research notes… these pathologies, the analysis." Spider-Man looks over at Michael. "You're working on a blood disease cure-all?"

Michael looks up, still in pain, "I knew you're smart, but I didn't know you were that smart."

"Hey, I'm not just a pretty mask," Spider-Man says, placing down the papers. "So what went wrong?"

"Everything," Michael straightens up a stool and sits down, before holding onto his head. "I used bat enzymes, I thought it could be the answer I was seeking, but I was in such a rush to perfect it, I-I used myself as a test subject. I used the formula I composed… and something went terribly wrong."

"That's understatement, doc, you turned yourself into a…" Spider-Man starts.

"A living nightmare," Michael interrupts.

"Or a living vampire," Spider-Man continues. "If it was an attempt to cure blood diseases, then perhaps a blood transfusion will do the job?"

"No, no, that won't work, any blood will be instantly afflicted by what I created," Michael explains. "And it's not possible to drain me completely of blood. It's hopeless."

Spider-Man turns away, with a hand to his chin, "There might be something we could do. If we could modify some gene cleanser, it could work as a sort of… blood cleanser."

Michael looks up at him, "What's gene cleanser?"


Sitting in his office, Miles is on the phone, "Mr. Jameson, I can't help but note the Bugle's Scorpion story made no mention of his origin."

"It wasn't necessary," Jonah says over the phone.

"Let's keep it that way, for both our sakes," Miles says. "After all, Mr. Gargan was arrested for public endangerment."

Jonah is heard clearing his throat over the phone, before continuing, "Besides nobody asks about the dozen other freaks that had been roaming town since Spider-Man showed up. Speaking of which, what's gonna be done about him?"

"There isn't much that can be done, not without the proper fundings," Miles responds.

"After the Scorpion failure? That wasn't an inexpensive disaster!"

"Bringing down a certain webbed menace isn't cheap," Miles adds. "Especially when there's risk at… public endangerment."

Jonah groans, "I have to think about it."

"Think fast, Mr. Jameson," Miles says, before hanging up. There's a knock on the office door. "Come in."

Debra enters the office, "The hospital has taken the patient and I have submitted my data."

"Very good, you're dismissed until tomorrow," Miles says, with Debra nodding her head and turning to leave.

After a few minutes, Debra is leaving the lab, as Spider-Man opens the skylight and jumps in, landing near the refrigerator units.

Spider-Man enters code in the lock on one of the refrigerator, before pulling on the handle, "What? Wrong code?"

"I have changed the code."

Spider-Man turns to see Miles several feet away.

"And I'm the only one who has the new code," Miles tells him.

"Listen, I need one sample of the gene cleanser to help someone," Spider-Man stands in front of Miles.

"I have already called the police, and considering all the property damage that tends to happen at this lab, I imagine they would hurry," Miles says.

"What?!" Spider-Man responds.

"So, tell me, webcrawler, are you prepared to go to war with the police?" Miles tells him.

"A life is on the line," Spider-Man tells him.

They then hear sirens, with Spider-Man surprising.

"'Spider-Man VS the Police' is gonna make for an interesting front page for the Daily Bugle," Miles says.

"I need to help someone…" Spider-Man softly says.

"I wonder how many people you can save, while the police pursuit you for theft?" Miles asks, with a small smirk.

Spider-Man looks over his shoulder, seeing the gene cleanser in the refrigerator, "We'll find another way…"

Spider-Man fires a webline at the opened skylight, then swings out of it.

Once Spider-Man is out of sight, Miles smiles and pulls his Osberry out of his pocket, "Amazing what one can do with a phone and hidden speakers." He tabs the phone's screen with the sirens stopping.

Miles looks over at the gene cleansers.


Gwen is approaching her house, when she sees Mary Jane standing next to the door.

"Mary Jane?" Gwen's surprised, as Mary Jane approaches her.

"Hey, Gwen, how are you doing with everything?" Mary Jane asks.

"I'm fine, but you could just call," Gwen starts to walk past Mary Jane.

"I know, but since you and Peter were about…"

"I really don't want to talk about it," Gwen turns to her.

"If that's what you want," Mary Jane says, with Gwen starting to turn. "But, and I know this has to be the worst time, but I have a favor to ask for."

Gwen turns back to her, confused.


Emily enters Michael's lab to find it is even more of a mess, before noticing Michael in front of a table with beakers full of chemicals.

"I have enough of this Dr. Morbius, your time is…" Emily approaches Michael, before he spins to face her in his living vampire form. "Up…"

Morbius hisses and leaps at Emily, who turns and falls down, with Morbius flying overhead. Morbius stops in midair, turns to look down at Emily, then hisses and moves to charge again but is held back. Morbius looks over his shoulder to see a webline connected to his back, as Spider-Man standing on the windowsill is holding onto the webline.

"I'm here for my appointment with the doctor," Spider-Man pulls on the webline, manages to pull Morbius back and slams him against a wall.

Morbius pushes himself away from the wall, leaving behind a tear in a gas pipe.

Spider-Man jumps to land between Morbius and Emily, "Listen, doc, I wasn't able to get any gene cleanser, but I'm sure, between the two of us, we can recreate it ourselves, I just need you to calm down."

Morbius holds onto his head, as he's clearly in pain.

"Can you do that for me, Dr. Morbius?" Spider-Man asks.

"N-No, you lied…" Morbius says, as he looks ahead, still in pain. "Only thing that can help me… is blood… fresh blood!"

"Anyway I could convince you to take out a loan at a blood bank?" Spider-Man asks.

Morbius hisses before jumping at Spider-Man, grabbing him and flies him against a wall, "Didn't think so…"

Emily returns to her feet and runs out of the exit, she looks over her shoulder, as the doors close behind her.

Spider-Man struggles to break free, as Morbius opens his mouth wide, "I failed to save Harry's father, I won't fail to protect his mother."

Morbius starts to motion his mouth to Spider-Man's neck.

"I'm not on the menu," Spider-Man says, before he kicks Morbius off him, fires a webline and swings Morbius.

Morbius spins, hisses and flies down at Spider-Man, who spins around in midair, "Plus, no necking on the first date." Spider-Man punches Morbius, knocking him back.

Spider-Man lands and fires webbing at Morbius, wrapping him in the webbing, "Now let's talk, doc."

Morbius pushes aside his arms, breaking the webbing, "No talking!" He grabs a webline and uses it to pull Spider-Man to him, punches him in the chest, then uses both fists to pound him down into the floor.

Spider-Man quickly jumps off, dodging Morbius' fist slamming into the floor.

Several feet away, Spider-Man rubs the top of his head, before looking up to see Morbius rising up, lifting the table of chemicals over his head.

"Oh boy," Spider-Man says.

Morbius throws the table, with Spider-Man firing a webline at the ceiling, pulling him up, with the table slamming into the floor, spilling the chemicals, which explodes into a large fire.

Spider-Man looks down from the ceiling, "Listen, you're not my first person turned into a monster by science, just let me help you."

Morbius looks up at him, angry.

"Okay, maybe monster wasn't the best choice of words," Spider-Man says.

Morbius hisses and flies up at him.

"Fine then," Spider-Man fires two weblines, both past the flying Morbius. "Spider wrecking ball, it is."

Spider-Man pulls on the weblines, launching himself down and slamming Morbius against the floor. The fire continues to spread toward the back wall.

Spider-Man holds onto Morbius' wrists, holding him down, "I'm done failing, I'm gonna save you if it's the last thing I do."

Morbius looks up at Spider-Man, before out of the corner of his eyes, he notices the fire getting close to the tear gaspipe.

"No… it won't…" Morbius says, before he grabs one of Spider-Man's wrists.

"What are…?" Spider-Man's eyes widened.

Morbius pushes Spider-Man off him, flies up into the air, still holding his wrist, before he spins and tosses Spider-Man through a window.

The fire gets closer to the tear gaspipe.

"Doctor!" Spider-Man yells, as an explosion blows out from the lab, knocking Spider-Man back and onto a nearby roof.


"Ngh…" Spider-Man slowly pushes himself up, on top of a roof, rubbing his head. "What happened… I think Dr. Morbius saved me from an explosion, and then… The explosion!" Spider-Man looks up to see a large hole where a couple windows was on the OsCorp building. He fires a webline at the building and pulls himself up to it.

Spider-Man lands on the side of the building, near the large hole, and barely looks in to see Emily with Jean DeWolf and Stan Carter.

"I'm surprised this entire floor hadn't collapsed," Carter says. "After such an explosion."

"I'm sure Spider-Man didn't help in that recall," DeWolf adds, writing in a notepad.

"Indeed," Emily crosses his arms.

"And the scientist that was at the center of this mess?" Carter asks.

Emily turns to the exit, "Completely destroyed in the explosion."

Spider-Man turns away, looking down slightly, "Another person I failed to save…"

He fires a webline and swings away.


The next day, Peter is entering the ESU Bio-Lab, as Miles is hanging a small case to Gwen.

"Get this to the General Hospital, it should be enough to help all the blood virus victims," Miles says.

"Yes, Dr. Warren," Gwen says.

Gwen walks by Peter, avoiding eye contact with him.

Peter watches as Gwen leaves, with Miles approaching him.

"Mr. Parker," Miles says, as Peter turns to face him. "I want to have a word with you, about a late night visit from a certain webbed masked 'hero'."

"You do…?" Peter asks.

"He knew the old code for the refrigerator units," Miles tells him. "Which he could only get from someone who works at the lab."

"I've worked with Spider-Man for some pictures," Peter starts.

"Yeah, yeah, I read the Daily Bugle," Miles interrupts.

"Right… Spider-Man needed some gene cleanser to stop a new… villain," Peter explains.

"The Connors might've given Spider-Man free reign of the lab, but I won't," Miles starts to turn away. "And after this, I'm gonna have to give serious thought about your continuing internship."

Peter watches as Miles walks away, then looks to the side, "This week couldn't get any worse…"


Emily is on her Osberry, "The loss of a lab was unfortunate, but that should be largely a nonissue with the opening of the new R&D building in a few months. Not to mention, the new acquisition could make up for it."

Emily tabs her phone screen, looks at something to her side, then walks past a pod containing an unconscious Morbius.