Spider-Man is web swinging above a city street, completely unaware of the man following him on the street. The man ducks behind a parked car, takes a picture with his camera, as Spider-Man swings around a corner.

"C'mon, ya' little freak," the man hurries past the parked car. "Where are you going?"

Spider-Man web swings into an alley, with the man hurries after him, turning into the alley.

The man comes to a stop at a brick wall, "What?! Where could he have gone?"

"Looking for me?"

The man turns to see Spider-Man landing directly in front of him, causing the man to fall down in surprise.

"You've been following me for at least a week now, have you?" Spider-Man leans in slightly. "Now tell me, why would you become this webslinger's own professional shadow? Who are you, anyway?"

"Tch, I'm Mac Gargan, and I was hired to find out who you are," the man explains.

"You were, huh?" Spider-Man leans back slightly.

"Yeah, but I hadn't followed you all the time, ya' freak," Mac says. "I also followed that Peter Parker punk. Since he's your professional paparazzi."

"After Venom mistaken Parker for me, I've been reconsidering my little agreement with Parker," Spider-Man claims. "Now, I better play the tough guy."

Spider-Man grabs Mac by the collar, bringing him closer, "Now listen here, Mac Gargan, you better leave me alone, unless you want to end up webbed to the top of the Chrysler Building."

Spider-Man pushes Mac back slightly, before he turns away, fires a web line and swings out of the alley.

Mac returns to his feet, dusts himself up, and looks up at the sky.


"Joint Venture"


Emily enters a large laboratory, seeing Michael in front of a table, examining a test tube full of a red liquid.

"Mr. Morbius," Emily says, with Michael nearly jumping and almost spilling the test tube. "I received the results of your experiment and I have to say I'm disappointed. Which is quite the understatement."

"The plasma work I'm doing, it takes time, Mrs. Osborn," Michael tells her. "But I-I am confident that it will bear fruit. I-I just need some more time. A month maybe…"

"'A month'? Serious?" Emily says, displeased. "These results you're producing aren't enough. Especially since your 'Hydro-Man' accident."

"B-But that wasn't my fault, Mrs. Osborn, that's…" Michael starts.

"I said that enough," Emily says, before starting to turn around. "You will provide results, and soon, or your time at OsCorp will come to an end, soon."

Michael watches as Emily walks away, with Michael barely able to stand straight.


Peter exits an elevator to enter the Daily Bugle, before starting to make his way through the bullpen, "My stalker problem might be over, but there's still everything with Gwen and Harry…" He sees Betty at her desk. "At least I can still help Aunt May with the bills. Not to mention being one step closer to affording a new camera."

"Hi, Betty," Peter approaches.

"Hi Peter," Betty responds, before reaching toward a stack of papers.

"Got my paycheck for the Hydro-Man pics I turned in last night?" Peter asks.

"Here you are," Betty hands a check to Peter.

"Thanks… you," Peter takes the check and notices what's on it. "This is… this is less than normal."

Betty looks to the side, nervously.

"Sorry about that, Peter."

Peter turns to see Robbie Robertson approaching him, "Mr. Robertson. About the check…"

"Jonah said your recent pictures hadn't been worth the full paycheck," Robbie explains, before sighing. "Though I think he might still be upset about your deal with Spider-Man."

"I knew that's a bad lie that will come back to haunt me, though I was hoping my exclusive contact will protect me from any… fallback," Peter looks at the paycheck, before looking back up. "Sorry, Mr. Robertson."

"Trust me, I understand," Robbie says. "We all do things that must be done to pay the bills. And I'm certain that Mr. Jameson will realize that in time."

"You do?" Betty looks past Peter at Robbie.

Robbie could only respond with a slight shrug.

Peter then notices the elevator opening again, as Mac comes out.

"I have to get to school now, have a good day," Peter says, before hurrying past Robbie.

"You too, Peter," Robbie turns to watch him.

Peter looks over his shoulder to see Robbie walking away as Mac approaches Betty's desk.

"Excuse me?" Betty responds.

"Jameson'll want to see me," Mac says, as he walks past hers desk and through the door to Jameson's office.

Peter continues to walk, "Of course, ol' lovable JJ hired him." Peter turns away to approach the exit. "Mac must be handing in his walking papers. That should be one problem I won't have to worry about anymore."


Jameson slams his hands onto his desk, "What are you thinking?! Bundling into my office!"

"I'm done, Jameson," Mac crosses his arms.

"You done?!" Jameson starts. "Who do you think you're talking to? You are done, when the job is done!"

"I'm a freelancer, I do anything required for a payday," Mac uncrosses his arms and approaches Jameson's desk. "But I'm telling you this, I'm done chasing around kid photographers and superhero wackos."

"You're telling me, I…" Jameson starts.

Jameson notices a piece of paper on his desk with a phone number and the words "Doc Warren" written on it.

"Especially after that freak dared to threaten me…" Mac looks to the side.

Jameson grins, "You know, Mr. Gargan." Jameson looks up at Mac, who looks back at him. "I think there's a way for you to still get a payday and get payback against the freak threatening you."

Mac raises an eyebrow.


At a room inside the abandoned police station, Jameson and Mac approach Miles.

"Mac Gargan, this is Doctor Miles Warren," Jameson says.

"It's a… pleasure to meet you, Mr. Gargan," Miles says.

"Yeah right," Mac looks around. "So, you can help me knock that spider freak down a peg, and get paid for it?"

"Indeed," Miles says, as he starts to turn to a door.

"I don't know about this, Warren," Jameson uses a finger to swipe some dust off a table. "This place isn't exactly top of the line."

"This project is off the book, can't really be performed at the university's bio-lab," Miles explains, then turns to Mac. "So, ready to begin, Mr. Gargan."

"If it's to show that web-headed freak that Mac Gargan isn't one to be pushed around, then yeah, I'm ready," Mac says, with a grin.


At Midtown Manhattan Magnet High School, Sally and Liz are walking down a hall.

"C'mon, Liz, there's a lot of good looking guys left in the school," Sally tells her, before noticing Flash and Sha Shan walking past them. "Most of which don't have any nerd stench on them."

"I don't think I'm ready to re-enter the dating scene, besides it's only been a couple weeks since I broke up with Petey… Peter," Liz says.

"Exactly, enough time to get rid of your own nerd stench," Sally says.

Liz notices down the hall is Gwen and Harry talking, before she turns back to Sally, "I'm really not ready, Sally."

Liz turns when she bumps shoulders with Peter

"Oh, Liz, hum, sorry, didn't see you there," Peter says, embarrassed.

"I-I didn't see you either," Liz says, looking away.

"Liz, I…" Peter starts.

"I have to go," Liz quickly says, before hurrying down the hall.

Sally rolls her eyes, before going to join Liz.

Peter then notices Gwen and Harry together.

"Why don't you come over after school, we could study together?" Harry suggests.

"I need to work at ESU's bio-lab," Gwen says, before noticing Peter over Harry's shoulder.

Harry turns to notice Peter, who sheepish turns away. Harry's expression gets slightly upset.

Harry turns back, then wraps an arm around Gwen's shoulder, as the two start to walk away, "Perhaps we could study after your work's completed."

Peter turns back to see Gwen and Harry walking away.


Miles types at a computer's keyboard, in front of a large window, with Jameson trying to look through it.

"I'm starting to have some… reservations about all of this, Prof," Mac says, on the other side of the window.

"Everything will be fine, Mr. Gargan," Miles says, as the computer screen shows a readout on the Rhino. "I recently acquired data on some tech specs through a previous partnership." The readout swipes off the screen, replaced with a readout on a different armor suit with a long tail. "Although I have made some modifications. Some Improvements."

"I don't know about this either," Jameson backs away from the window. "He looks kinda… buggy. I'm not paying for another Spider-Man."

"Oh, but he's not another Spider-Man," Miles starts, as armor platings slide into place on Mac. "While arachnid and insectoid lifeforms aren't my forte, considering the target is Spider-Man, it seems appropriate to fight fire with fire, so to speak." A long, metal tail, hanging by a pair of cables, moves slightly, with the tip giving a small glow. "Not to mention, the level of power and strength it gives our little friend here. Spider-Man will never have a chance."

"Sound perfect," Jameson rubs his hands together. "After what he put my son through, this is too perfect."

Miles presses another key, "So, how do you feel, Mr. Gargan. Or should we address you with a new name."

The metal tail pulls down, ripping apart the cables, "What do you have in mind, Doc?"

"How about…" Miles crosses his arms, as Mac approaches the window, now donned in a bright green armor, an orange visor over his eyes, and the metal tail, connected to his back, whipping behind him. "The Scorpion."


Spider-Man is web swinging through the city, "Nothing like some web swinging to clear the head before going to your internship."

Spider-Man swings past a building, as someone in the shadows of a water tower watches him, "Predictable patterns, like always, huh, freak."

Spider-Man lands on the corner of a roof, rubs his head, "I probably should head over to ESU, don't know how Dr. Warren will react to being late…"

Suddenly his spider sense goes off, as Scorpion leaps out behind Spider-Man, who barely turns before Scorpion grabs him in a bear hug.

"I got you now, pest," Scorpion says, tightening his grip.

"You got me, mind tell me, who exactly got me?" Spider-Man tries to use his arms to break free.

"I'm Scorpion," he says, before starting to turn away from the edge. "The last name you will ever hear."

Scorpion lifts Spider-Man over his head, then throws him against a brick wall.

Spider-Man starts to push himself up, "Scorpion's your name, huh? Sounds like it's your parents who you should be upset with. Giving you a name like that."

"Just shut up, ya' freak!" Scorpion yells, as a laser is shot from the tip of his tail.

Spider-Man jumps out of the way, as the laser blows a hole in the brick wall. Spider-Man web swings around and lands on the side of an adjacent building.

"Are you really one to call someone a freak…" Spider-Man starts, before his lens widens. "Wait, Mac Gargan?"

Scorpion turns to face him, "Since you know who I am, then I should learn who you really are."

Scorpion leaps at him.

"Hard pass," Spider-Man flips up the side of the building.

Scorpion lands on the spot where Spider-Man was, with the tips of his gloves piercing the wall. He looks up then starts climbing, "You not the only wall crawler in town now, freak."

Spider-Man watches as Scorpion climbs toward him, "I really need to patent that stuff."


In the abandoned police station, Jameson is watching Scorpion's POV on a tablet, as he climbs up the side of the building, with the words "VISOR TRANSMISSION" at the top.

"Oh this is better than any of those new fangled VR movies," Jameson says. "And no hookey glasses to boot."

Nearby, Miles is watching a computer unit, which is showing the Scorpion armor, with several scale readings next to it.

"You can monitor the fight, I'm more interested in monitoring Scorpion's vitals," Miles silently says, as he places a hand to his chin. "And this is very good data, indeed."


Scorpion whips his tail, knocking Spider-Man back who tries to block with his arms, slamming him against an air conditioner unit, denting it.

"Perhaps we could talk about this, arachnid to arachnid," Spider-Man rubs the top of his head.

"No talk, just action," Scorpion lands on the roof, before firing the laser from his tail.

Spider-Man jumps, dodging the laser which blows into the air conditioner unit, "So action is my reward?" Spider-Man lands on a chimney, before dodging a charging Scorpion's punch. "Perhaps I could exchange it." He fires a web line at Scorpion's chest, who grabs it and pulls Spider-Man at him. "Whoa!"

Scorpion shoulder charges Spider-Man, knocking him back and slams him against a billboard.

"Seriously, this is like fighting a smaller, faster Rhino, with a laser firing tail," Spider-Man realizes. "And if I didn't see the drive with the Rhino specs getting squished, I would think that would be involved."

Scorpion then fires another laser blast, with Spider-Man flips to top of the billboard, as the laser blows a hole in the center of the billboard.

"Watch it, someone gonna get hurt," Spider-Man says, as the billboard shakes slightly beneath him.

"Yeah, you!" Scorpion jumps and tail whips at Spider-Man, knocking him back and pushing the billboard off the roof.

Spider-Man and the billboard are falling toward the street level, with two women and a man beneath them. Spider-Man looks down at the falling billboard beneath him, before firing two weblines on either side of the hole, pulls the billboard toward him and launches himself through the hole and faster to the street.

Spider-Man then turns and fires two weblines at the building he's next to, pulling himself to the building then leaping off its wall. He grabs the man and one of the women, pulling them off the sidewalk. Upon landing, he fires a webline at the remaining woman and pulls her off the sidewalk, just moments before the billboard slams onto the sidewalk, breaking up into pieces.

"Spider-Man!"

As the civilians run off, Spider-Man looks up to see Scorpion leaping off the roof and starts to climb down the side of the building.

"Hey, Scorpy, ever heard of innocent bystanders?!" Spider-Man calls out.

"I'm not one to be pushed around!" Scorpion continues to climb down the building, at a maddash pace.

"Talk about single minded," Spider-Man notices a manhole cover, before firing a webline at it. "I need to get him away from any other people."

Spider-Man uses the webline to pull the manhole cover out and swings it, launching the cover at Scorpion, before jumping into the sewer, "This is becoming my second home."

Scorpion leaps off the building, swings his tail to knock the manhole cover away, impaling it into the side of the building, before landing on the street.

"You're not getting away from me, freak!" Scorpion leaps into the sewer entrance.


At Empire State University's Bio-Lab, Gwen walks between a couple tables, looking at her phone.

On the phone screen is a picture of Peter, with a call button beneath it, as Gwen wonders, "Perhaps I should call him, see what is keeping him…"

At that moment, a text notification from Harry appears on the screen, which reads: Looking forward to our study date.

Gwen sighs, locking the phone's screen, "Perhaps not…" She then looks around. "Though, Dr. Warren is also late."

Gwen sees Debra Whitman is typing on a computer, before she approaches.

"Debra, you know where Dr. Warren is?" Gwen asks.

Debra then takes a tray of test tubes and walks away, with Gwen watching.

"Perhaps you don't…" Gwen says to herself.


"Are you joking, Gargan-Scorpion!" Jameson yells, as he removes one hand from the tablet and angrily raises it. "How can you lose that webbed menace like that?!"

"The transmission is one way, Scorpion can't hear you," Miles says, before he looks at the computer and tabs a key. "Interesting. The subject's brain chemistry is rising.


Scorpion hurries through the sewer's pathway, turning a corner, "C'mon, you freak! Quit your hiding and face your end with some dignity."

At the same time, Spider-Man is hiding in the shadows of another path, watching Scorpion, "For a newbie, Scorpy already got the supervillain lingo down."

Spider-Man watches as Scorpion continues to look around, as his tail lowers itself.

"Is he lowering his guard?" Spider-Man continues to watch, before leaping down at Scorpion. "This is my chance!" His spider-sense goes off. "What?!"

Scorpion spins around, swiping Spider-Man with his tail and slamming him against a wall, before Scorpion grabs and holds him in a bear hug, tightening the pressure.

"You fool, you really fell into my trap," Scorpion says, continuing to tighten his hold.

"Nice going, Spidey, you will fall into it this time," Spider-Man struggles to break free. "At this rate, he's gonna break bones, unless I can manage…" Spider-Man barely manages to move one arm, then fires a web shot, covering Scorpion's visor in webbing.

"Argh!" Scorpion throws his head back. "What are you doing?!"

"C'mon, loose… your…" Spider-Man continues to struggle, as Scorpion turns around. "Hold!"

Spider-Man pushes back his arms, breaking free of Scorpion's hold, then jumps onto the ceiling.

Spider-Man rubs his arm, "Not to self, never wrestle with scorpions."

"You little freak," Scorpion reaches for his visor, ripping it off and revealing his bloodshot eyes. "You'll pay for that!"


"What?! What happened!" Jameson says, shaking the tablet violently. "Work you hunk of junk!"

Miles continues to type at the computer, before smiling, "At least the bio-scans are still functioning."


"Get back here!" Scorpion yells, as he chases Spider-Man who is web swinging through the sewer.

"Doesn't sound too good for my health," Spider-Man continues to webswing, as Scorpion keeps pace. "Think, Pete. Unlike Rhino, Scorpion's armor seems to regulate his body temperature, so I can't defeat him the same way."

"Enough!" Scorpion stops running, then shoots several laser blasts from his tail.

"Just so you know," Spider-Man swings around, dodging laser blasts, before jumping past a corner. "Actual scorpions can't fire lasers." Scorpion continues the chase, turning the corner and fires laser blasts as he runs. "Then again, actual spiders can't make lovable and highly amusing quips, so maybe I'm not one to talk for once."

"Argh!" Scorpion yells as he continues to run and fire laser blasts.

"That tail does seem to be Scorpy's biggest asset," Spider-Man barely dodges a laser blast as he swings. "But it might also be his greatest weakness."

Spider-Man turns a corner, before firing two weblines down a long tunnel, "That could be it!" Spider-Man launches down the tunnel, then quickly bounces off the wall and swings down a turn, entering a large storm drain area, with a platform going across the center of the room, with railings on either side of the platform.

"Here we are. First up," Spider-Man throws his camera to the side, webbing it to a wall. "It must not give me much money right now, but some's better than none." He lands on a railing, then fires webs at the opposite entrance, covering it in a large web net. "There." He then pulls up his shirt slightly to reveal his belt, then removes a cartridge from it. "Now for a new web cartridge and then…"

Spider-Man starts to pull down one of his gloves, exposing the web shooter, when his spider-sense goes off.

Spider-Man looks over his shoulder to see Scorpion charging at him, "Whoa, out of time!"

"And out of luck!" Scorpion jumps at Spider-Man, firing his laser, with Spider-Man jumps to the side, dodging as the laser blows a hole in the platform.

"Sorry, Scorpy," Spider-Man jumps off a wall and grabs Scorpion's tail. "This time, I got you!"

Spider-Man lands on the platform and using the tail, starts to swing Scorpion around repeatedly, before the tail is ripped off, launching Scorpion into the large web net.

Spider-Man then removes a cartridge from his web shooter, and inserts a new cartridge, before pulling his glove back down.

"Argh!" Scorpion tries to struggle to break free of the web net, as Spider-Man fires more webs onto Scorpion, pinning him completely.

"Ever heard of too much of a good thing, Scorpy," Spider-Man asks, as he approaches Scorpion, still trying fruitlessly to break free. "Your laser attacks put a lot of strain on your tail. Not allowing it to cool down weakens it so much that it wouldn't take much pressure to break."

"Argh!" Scorpion continues to struggle.

"And you're not listening, are you?" Spider-Man realizes. "How did this happen to you, Scorpy?"

"Argh!"


Peter enters the bio-lab, when he sees Gwen taking a tray of test tubes to the refrigerator units, before pressing a code into a keypad next to one of the refrigerators.

Peter starts to turn toward her direction.

"Mr. Parker."

Peter turns back to see Miles approaching him, "Dr. Warren…"

"I see you have finally arrived," Miles says. "The Connors might've allowed you to come and go at your leisure, but I for one expect you to arrive on time and leave only when your work is done."

"Yes, sir," Peter quickly says. "I'm sorry for being late. It won't happen again."

"Make sure it won't," Miles tells him.

Gwen, kneeling in front of one of the refrigerators, had turned and watched them with Miles starting to walk away from Peter, with a saddened expression.

Miles enters his office, closing and locking the door behind him.

Miles seats behind his desk, takes a flash drive out of his pocket and inserts it into the side of his computer. He presses a couple keys, before appearing on the screen is the Scorpion's vitals, with some scrolling text.

Miles smiles, "This data should come in handy with some of my other projects."


Harry enters his penthouse apartment, as he pulls his phone out of his pocket and sees a text message from Gwen that says: "Can't come over. Have to work late."

"Work late… with Peter…" Harry softly says, with his hand, holding the phone, shakes slightly.

"Harry."

He looks up at his mother's voice.

"Come over here," Emily's heard saying.

Harry enters the living room to find Emily sitting with a handful of papers and an Osberry phone before her, "Mom, you want to see me?"

Emily leans back, "I've looked over your last couple report cards. There has been a small improvement, but that simple isn't enough." She stands up to approach Harry. "Someday, you are gonna take over OsCorp. Because of that, I want you to be more involved in the company, to better prepare you for your destined role, but it means you must get top marks. Without excuse."

"Mom, I…" Harry starts.

"My son," Emily interrupts, shutting Harry up completely. "Do you agree with me?"

"Yes, mom, my grades need work, and I will get started on that, right away," Harry says, before he turns and walks.

"Excellent," Emily smiles, before she picks up her phone.

Emily tabs the call button on the phone, below the name Michael Morbius.


In his lab at OsCorp, Michael answers his phone, "M-Mrs. Osborn, I told you, it will take time before I can get the data…"

"That you have," Emily says, over the phone. "How much time?"

"For the bloodwork, t-to double check the data, and analyze all the variables… estimated, it will take six months," Michael explains.

"You have six days," Emily heard saying, with Michael shocked. "You're lucky to get that much."

"Mrs. Osborn…" Michael starts, when the phone is hung up.

Michael looks at the phone in his hand, before tossing it onto the table, knocking a glass cylinder to the side.

"Six days… that isn't enough time…" Michael says. "I don't have… enough time…"

He looks at the test tube full of a red liquid next to a syringe gun.

Michael picks up the test tube, looking at it, "Maybe… I could speed up the timetable… by using my own blood, and…"

Michael picks up the syringe gun, then connects the test tube to the back of the syringe gun, "...if I inject the formula directly… directly into my bloodstream… metabolizing it…" Michael rolls up his left sleeve. "Yeah, that could work… It's a risk, but…"

Michael holds up the syringe gun, looking at the liquid in the test tube.

"You will provide results, and soon, or your time at OsCorp will come to an end, soon."

"I must…" Michael places the syringe gun against his arm and presses the trigger, injecting the red liquid into his bloodstream.

His blood cell starts to turn a dark red, as his bloodstream starts speeding like a raging river.

"W-What…" Michael is barely able to say, before he throws the syringe gun to the side.

Michael then swipes his other arm, knocking over some of the equipment on the table, before slamming his arms onto the table, then starts screaming uncontrollably.