Elements from this chapter are inspired by the 2002 Spider-Man Raimi game

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"So when exactly did you have feelings for me?"

Orihime was looking down on the ground with a blush covering her face as the feeling of embarrassment overcame her as she had hoped he would not talk to her about that but she should have known better. Right now she and Ichigo were outside the classroom before class was gonna start

"Come on, I promise I won't laugh really, I just really wanna know when did you have feelings and why for a guy like me?"

Orihime didn't answer anything where instead she kept quiet finding that staring at the floor seemed to be more interesting. She just couldn't bring herself to say anything else in front of Ichigo or if she accidentally blurted out something which would make this situation a lot more awkward

Ichigo sighed seeing as she wasn't gonna answer anything to him no matter what he said. So he decided to leave this topic...for now anyways. "Fine, if you don't wanna say anything about this I'll drop it" just as he said that the bell rings signalling that the first class is starting. "Guess it's time to go back anyways"

"Right…" Orihime spoke still not facing Ichigo before both of them returned to their classroom. Ichigo got to his own seat and so did Orihime. The male teen looked out over the window as his teacher came in the classroom and just like that class began

[scene change]

He looked over his shoulder to see the drones were still going after him. No matter where he went those piece of shits kept following him, dead set to capture him. Of course they would, why wouldn't they, they were created by that bastard Osborn to do so in the first place. He could feel his legs getting tired from all the running he was doing. 'Come on...I'm almost there, just a little bit longer!' his breaths were getting more heavy as he went on towards the underground tunnels the water kept dripping beneath his metal feet all the while the sounds of the robotic spider drones kept crawling within the tight walls

He soon found a dead end for him where he looked down and saw that there was nothing but water there but in front of him however there was another tunnel but he had to jump all the way to make it there. If he made a wrong move and in his current state he would die. He heard the drones getting closer and closer to him every second of the way. If he had to live this was the only way to do so. He took a few steps back and suddenly he ran as fast as he could and made the biggest leap he could muster within his strength. He looked as though he wasn't gonna make it but he used some blue metal tail from his back that sticked through the wall and he successfully made it through the tunnel

He turned around and saw mechanical spider robots stopped before they were about to fall and from the numbers there seemed to be about 25 of them in total. The man looking at them was now seen clearly. He seemed to be wearing some full metal blue suit with green markings in it covering him from head to toe except the only thing was revealed was his face which looked as though the person was in his late 20's or so but he looked dirty, sweaty and most notably tired according to the heavy bags he had under his eyes. "Ha...hahahahaha!" he laughed victoriously. "Take that suckers!"

His laughter was shortly interrupted when he saw grappling hooks coming out of the mechanical spider's chest. The blue metal man looked in horror as they were quickly approaching him. Panic had settled in as the person quickly gets up and starts running

[Outside Karakura High]

School had finally finished for the students as everyone was packing up and starting to leave the school along with Ichigo and his own friends as well. Ichigo himself was surprised that the school ended without any problems whatsoever. No hollows to interrupt. No crimes where he was needed as Spider-Man at all. Just a normal high school day which was at times like these really weird but quite enjoyable since he could use a break once in a while and he didn't mind this at all even if the classes were a little boring. 'Better then fighting with my life on the line' he thought

Orihime passed a glance at him while walking behind him. Needless to say she was still embarrassed about her accidental confession to Ichigo and still not feeling quite confident to speak to him about that. "Oooooh Hime!~" suddenly Chizuru sneaks up behind and felt her hands groping her large breasts which made her face get flustered and frankly a little annoyed as well as she was not in the mood to deal with Chizuru's antics. "Don't think you'll get away from me that easily!"

Needless to say Tatsuki stepped in this situation getting Chizuru off of Orihime and started stomping her on the ground to be taught a lesson. Ichigo looked at this with sigh. He just couldn't understand why Chizuru wouldn't just take a hint already that Orihime just wasn't interested in her and if every time she tried to do something like this Tatsuki would just beat her up

"And stay down!" Tatsuki shouted stomping on Chizuru once more

"Never!" she somehow got off of Tatsuki's foot and proceeded to dash to Orihime like a crazed lunatic. "If you think that'll be enough to stop me then think aga-

Ichigo sticks his foot out as this had the redhead trip over it and landed on the ground which had her groan in pain as she also had circling eyes now. "Wait what just happened…?" Ichigo then whistles innocently before he continued to walk like nothing ever happened. Ok he had to admit he may have enjoyed that a little bit if a small smirk on his face didn't have anything to say about that

Right then he felt Spider-Sense tingling again which surprised him. 'Spider-Sense? Danger? But where? I don't sense it happening to me' he looked over and started walking where he kept sensing the danger being stronger so it had to mean he was getting closer. He found himself walking to an alley. Just then the Spider-Sense stopped indicating he arrives where danger was happening. Ichigo looked shocked when he saw a metal blue armored man with a large tail from his back fighting what seemed to be some mechanical robots that looked like had the shape of well spiders. 'What the hell is going on right now?! Well, whatever it is, I sure as hell need to stop it!' he thought as he started to change to his costume

Scorpion used his tail to fire acid at one of the mechanic spiders that was jumping at him melting it. There were two more that were jumping at him which Scorpion backfliped away from before he jumped in the air bringing his hands together hammering the damn thing causing a large dent. Scorpion then ripped one of it's legs off when another one of them jumped at him but reflexes saved Scorpion as he turned around in time to smack another spider drone with the leg which was rolling on the ground suffering damage from the heavy hit. Scorpion was now panting, struggling to focus on the fight. He didn't have time when another two spider robots launched grappling hooks wrapped around his wrists which caused struggle for him to free himself from them. Then electricity was coming out from the wires making Scorpion yell in pain

Before this could go on any further the Friendly Neighborhood Spider-Man got in the action by swooping in kicking one of who were electrocuting Scorpion."Wow what's all this, a party and I didn't get any invitation?" he webbed another one that held Scorpion down before he gets it away from him by yanking it towards him and he smashes a hole through it with his fist then gets it off of him. "Well no worries your guest of honor has arrived!" Spider-Man jokes

Scorpion moved his head up to see who was speaking and when he did his eyes went wide with his eyebrows raised as well seeing the Webhead for the first time. He saw the costume from the bug lenses to the spider symbol and the web patterns. He went from being shocked to looking furious as he grit his teeth

Spider-Man looked at Scorpion. "Hey, are you alri-wow!" Scorpion lunged at the Wall Crawler in a fit of anger whom leaped out of the way sticking to a building

"Don't think I'll trust you that easily just because you saved me!" Scorpion shouted at Spider-Man before he jumped at him rearing his fist to hit him but the hero distances himself from the armored man in succession as the attack missed him hitting the wall instead. "And tell your boss that he's not gonna get me anytime soon! I'll get payback sooner or later!" he shouted as he sticks to the walls as well

"What boss?!"

Scorpion started to crawl his way towards Spider-Man."Don't play dumb with me!" he swings his tail at the arachnid at the lower ground whom dodged by flipping out of the way but still sticked to the building by his feet. "You're with them, I know it! Let me take a wild guess now you're another one of Osborn's lackeys trying to get me!"

Spider-Man tackled Scorpion on the walls they were on. They were rolling till Scorpion kicked off of him but Spider-Man with his hands and feet intact. Scorpion charged at him but Spider-Man fired a web covering his eyes. "Osborn's lackeys? Wait, you mean Norman?"

"Who else would it be?!" Scorpion ripped the web from his eyes

"Wait hold on a second, I think you misunderstood the situation here I'm not with-

"PISS OFF!" Scorpion jumped in the air and made a spin while his tail charged at Spider-Man to strike his heart which thankfully he rolled out of the way from the lethal blow. "Like hell you're not! Anyone that has anything to do with Oscorp to capture me alive is my enemy! AND THAT'S FINAL! Especially to another Spider Slayer!" he swings his tail more wildly then before now but Spider-Man kept on dodging his natural predator's attacks while Scorpion kept gaining closer to him

"And I'm telling you I don't work with them! I was trying to help you dumbass!" Spider-Man looked behind him and saw one the spider robots climbing towards both of them. Spider-Man jumped away from them making a web zip in doing so as he landed to another building

To his surprise he saw Scorpion already jumping towards him ready to grab him but he jumped out of the way to do so. This proved to be a mistake when the tail grabbed his leg the moment Scorpion stocked to the building. He let go as he dived on the ground with his tail still holding the Wall Crawler's leg. Scorpion landed on the ground on his feet first while his tail slammed Spider-Man on the ground. Scorpion then walked to Spider-Man before he grabbed him by his collar and started to punch him continually. "Call the Spider Slayers off and If you tell me where that bastard Osborn is I might consider letting you live!"

"I told you already, I don't work with him!"

While the two of them were arguing against one another the Spider Slayers were aiming for both at them. Holes opened in their chests as missiles launched. Spider-Man and Scorpion stopped what they were doing and tried to back off from one another but the missiles hit the ground instead. This caused the ground to start shaking intensely before cracks began to appear crumbling towards Spidey, Scorpion and the Scorpion. Then the entire ground starts to collapse beneath their feet and unfortunately for all of them they couldn't escape as they began to fall from the darkness below. Spider-Man was yelling in shock along with Scorpion and the Spider Slayers fell as well

[scene change]

Spider-Man punched the rubble he was trapped inside of as he saw that how his arm was free. He then jumps through breaking the rubble. Around his own surroundings he saw that he was somewhere underground, actually it looked as though it was an abandoned. He was definitely was somewhere underground that was for sure and he did see there were some trains lying around along with some water running here. "Great, just perfect, those damn spider slayers or whatever the fuck those things are had me and the other guy get stuck here"

"Uuuuuungh…"

Spider-Man turned and saw Scorpion lying on the rocks seeming to be unconscious. "Oh well that's just great! Now he's here too!...Can't believe this shit" he then started to walk over to him. "Uh, hey dude-

Scorpion then opened his eyes as his face had a look of anger and rage before he got up and charged at Spider-Man and pinned him against the wall while choking him. "WHAT DID YOU DO?! WHERE IN THE BLOODY HELL DID YOU FUCKING PUT US?!"

"C-Calm...aaagh-down! Listen to-ggggch...me!" Spider-Man grabbed the armoured man's wrists and he put them away from as he stood his ground now. "I wasn't the one who put us in this place! And I'm not the leader of those robots! They're the ones who put us in this place! Not me!"

Scorpion then used his tail to attack Spider-Man who used his speed and agility to get away as the tail went through a wall. "Listen! I don't know what the hell happened to you and your connection to whatever Oscorp is but I am NOT with those guys! I don't even know who you are!"

"And how exactly do I know that I can trust you with that?!"

"Look where we are!" then some rocks started to fall."We shouldn't fight here right now! I don't know why you're so angry but right now we gotta stop, this place looks really unstable and if we fight here we're gonna get buried alive!...We can help each other escape through this if we work together"

"You...would help me?"

"Well, I mean, yeah, after all, we arachnids gotta stick together right?"

Scorpion looked around here before he looked at Spider-Man. "Alright...fine, I guess I don't have much of a choice here do I"

"Well that's great-

Scorpion's tail then then speeds towards where it touched his eyes. "However...if I find you stabbing me in the back after this, I'll make sure I make you suffer and rip out your limbs, you got that?!"

Spider-Man touched the pointy part of the tail making it back away from him. "Yeah...got it"

And so the natural enemies began to walk together sided by side to find their way out of the underground tunnel they were trapped in. So far they weren't having much luck in doing so as it felt like they were going in circles. They didn't really speak with one another as they were walking though since neither of them knew what to say to one another at all. It wasn't exactly awkward but it wasn't really comfortable as well. This was until Scorpion made a sigh

"Hey...I uh, I'm sorry for, attacking you like that" Scorpion said scratching the back of his head awkwardly as he wasn't so used to apologizing like this

"Huh?" Spider-Man looked at him with a mixture of confusion and surprise as he never saw anyone attacking him then apologize

"I shouldn't have lashed out at you like that, I was really tired and I just couldn't think straight, seeing you having an arachnid look I thought you were one of Oscorp's Spider Slayers going after me" Scorpion exclaimed

"...Speaking of Spider Slayers, what's your beef with Oscorp? And with Norman? How exactly did you get that suit?" Spider-Man asked

Scorpion took a major sigh by this."It's a really long story to say the least, so I'll try to make it as short as I can" he then looked at the tunnel. "I was once a normal guy who moved in a new place at New York City to live by myself, I was looking for a new job where I could gain some money to support myself. I was working on some jobs with some decent cash earnings but I needed…no, I wanted to get more money where I didn't have to worry about my rent so much, so I started at, Oscorp…" he took a pause from his story before taking a breath to continue. "It went off pretty well...at first anyways" his expression started to frown more."But one day I overheard a conversation between Osborn and another man, unfortunately curiosity got the better then me and I tried to listen to what they were saying without getting caught"

"Do you know who Norman was talking to?"

"I...I don't know, I can't really remember well who it was, memory is fuzzy, what I do remember next however is something I will regret for the rest of my life...after that conversation sometime after, I sneaked in through the security and looked through what they were talking about, I just had to know what they were talking about"

"What exactly were they talking about?"

"Some kind of a project called…what was it again? Ah right, it was called GR-27...I think, they seemed really private about it, especially Norman, so again I sneaked in at night to find out more about the project, and just when it it was within my grasp I could never find out about it cause I got caught by guards, I...I just couldn't let myself be caught, if I was I would have been in major trouble with Norman and God knows what punishment I would have gotten…instead what I got was probably worse, while I was trying not to get caught I got caught up in an lab accident instead, and before you know it, a new freak it born" his clawed hands clenched into fists tightly. "That's when everything went to hell for me, I tried to get help but Osborn only saw my little accident as a new experiment for me, to him, I was a new test subject just ready to get experimented, at that point I couldn't take it anymore and I just wanted to leave, to escape, that was the day I lost everything, my own apartment, my own friends stopped contacting me when they learned about my situation, no one could help me, it was just me against the world, trying to survive all the while I was hunted down 5 years after all of that. That...is my biggest regret, if I ever had the chance to go back in time and never investigated on that fucking project I wouldn't be in this situation!"

"Jesus...I-I don't even know what to say to that. I'm sorry you went through all that, but...maybe you could have used those powers of yours to...help, people?"

"Hardly, I was way too busy in trying to live and every time I did I get exposed to the public I would just be considered a freak of nature that had to be put down, and no matter what I did I also could never get rid of this suit I'm trapped in"

"Well maybe I could get you help to get out of that-

"Forget it, I highly doubt that Japan's technology is capable enough for getting me out this especially due to my tail, that thing is permanently fused to my own spine"

"Geez…" Spider-Man couldn't help but just feel pity for the man for what he to go through. "Look, I know what you've gone through may have been really hard but...maybe,when we get out of this you could use those powers of yours to be a Hero of your own,I know not everyone wouldn't see you like one,cause trust me some people really don't like me at all,but there are who support me,so it's not completely bad"

"I...I don't know,I'm just not sure if that will work,besides I'm more used to living by myself anyways,since you asked me to be a Hero that means you yourself are one right?"

"Well yeah,pretty much,I do try to help out as much as I possibly can"

"How's that working out?"

"It's going...well I suppose"

"Good to hear,anyways let's focus on getting outta here and we'll talk more about this later"

"Sure" Scorpion started to walk further ahead where Spider-Man stopped walking when he felt the familiar sense of danger tingling in his head again right across where Scorpion was walking to. "Look out!" Spider-Man shouted as he shoots webs latching onto Scorpion's back pulling him away when the wall besides him blows up. Both costumes themed animals looked at the cause of what blew that wall and coming out of the said home were the so called Spider Slayers

"What?! How did they find us here?!" Scorpion exclaimed in shock

"Does it matter?! Let's just get outta here!" Spider-Man said as he started to run away now and Scorpion started to follow him as well but the robots would not let them be off the hook that easy so they started to chase after them

'Well this is just great! Not only are those damn things back now, but we can't even fight them at all! If we do then this whole tunnel will collapse and all of us will get buried alive!' Scorpion thought as he fired a wave of acid from his tail at the slayers but most of them managed to dodge although one did get hit making the slayer melt

The Spider Slayers then start jumping to get ahead of their targets which did catch both of them by surprise but they got over it quickly as the fighting started. Spider-Man fired a rapid pace of webs at the hunting drones to have them away from him and he tried to have them get stuck to a wall but with the sheer numbers this was done poorly. So now Spider-Man tried to evade any attack that was coming at him but it was difficult to do so with the tight limited space here which made fighting back nearly impossible without being suicidal by burying yourself alive. The same thing was with Scorpion, he couldn't fight back much as well while at the same time they tried to keep the walls safe by not causing too much damage. So they leaped, dodged, defended as much as they could but they kept getting some few hits of their own as well but it wasn't much as they were slowly getting overpowered by the numbers

"Damn it!" Spider-Man rolled on the ground from a slash that was headed for his head before he webbed the legs from the slayer. "We need to clear some space here!" he felt his Spider-Sense tingle again when another slayer was leaping behind him but the Wall Crawler's reflexes were faster allowing him to get away in time by sticking to the ceiling

"And just how exactly are we gonna do that?!" Scorpion kept flipping away from the slayers that kept coming after him before smacking another one with his tail downwards before it lunged down at the slayer where it cut through the robot like it was paper

Spider-Man jumped as far as he could from the Spider Slayers while he webbed Scorpion's back pulling him away from the danger, sort of anyways. "Fuck it, we'll just have to run anyways!" he said as he was already sprinting towards the tunnels

Scorpion followed him. "Do you even know where we're going?!" he turned his head back to see the slayers already following them

"Nope!" the Friendly Neighborhood teenager replied before he turned left seeing a tunnel and so did his natural predator. "Just hoping for the best!"

They kept on running towards for their way to exit to find freedom from this underground trap they were in. They tried to get out as fast as possible but every step they took only darkness was seen. When it seemed like they weren't gonna see any light skin at that very moment they did see the light. The path to their own exit. "Look! Finally some light, see I told you we were gonna escape!" Spider-Man pointed out

"Yeah…that's great…"

Spider-Man looked over at Scorpion and he was shocked to see Scorpion not only getting slower but he was breathing for air so desperately along that there were heavy bags under his eyes. "Shit…" Scorpion fell down in exhaustion. "I was more tired then I thought I was...I hate to say it but, I don't think I'll be able to make it"

"Don't say that" Spider-Man got to his side kneeling down towards him. "Come on, I know you're tired but we're so close to escape, just hang on a few minutes longer"

Scorpion out his hands on the ground, his whole body was shaking but he pushed himself to get up. "Yeah...yeah, just-just a, few minutes longer"

Before anything else could be said at that moment the Spider Slayers came up right behind them. Spider-Man and Scorpion merely looked back. "Oh for the love of-don't these things ever quit?!" Spidey said in annoyance

"Not really, as long as I'm alive they'll never stop coming" Scorpion took a step in front Spidey thinking what he may have been doing was wrong the whole time. "Maybe...that's where the problem is"

"What are you talking about?"

"I just said it didn't I? These things will never stop coming, they're mainly looking for me to get back at Oscorp to be experimented on...as if I'll let that happen, I'll buy some time for you to get out, I'll meet you on the other side"

Spider-Man widened his lenses realizing already what he was implying to. "Like hell you will! I'm not gonna leave you here to fight these alone, you got that?! With the way you are right now you could-

"I KNOW!" Scorpion screamed at Spider-Man making him go silent before he sighed. "Look...my life was over the moment I turned into this and I've been running away since then, I won't let them get their hands on me so they can do whatever the fuck they want, you, on the other hand have a lot to live for, you still have a life to live, me, I don't have much anyways, even if both of us got out Osborn would be after me no matter what. And if I'm going to die here, I might as well go down fighting!" Scorpion then started to charge forward where the slayers lied ahead

"...Goodbye Scorpion" Spider-Man ran towards the opposite direction where the light was shining brighter all the while he heard the sounds of slashes and some battle yells. The further he went the more faint the sounds of fighting became. Eventually he reached where the light was getting out of the underground. He looked up and he saw the giant hole they came out of. "Well this is it…"

[scene change]

"What happened here?" a male civilian asked as people had gathered around over the large hole while there were yellow tapes that warned not to cross over this while the cops told people to

"Beats me,I'm as confused as you are" another male civilian said

"You think that Spider-Man guy has something to do with this?" a woman asked

"Well ever since he came here there has been nothing but more trouble in our town"

Other comments kept popping out here and there discussing about this unknown cause when suddenly Spider-Man jumped in the air which nearly got everyone surprised but he ignored this as he swings away from the surprised crowd in silence

[OSCORP tower]

In a lab room there was scientist that was watching a projection of Scorpion fighting the remaining Spider Slayers left and beside him stood Norman

"Haaaaaargh!' Scorpion threw a punch at the Spider Slayer where it looked as though the slayer had camera eyes where it seemed to be in first person view while Scorpion himself was in a horrible shape where his armour had cracks and his left arm was bleeding badly along his face there seemed to be other injuries but it was too hard to tell by the wasn't too long before the camera shut down

Norman was staring at the empty screen with a blank cold look not revealing any emotions by this."So I take it that all our slayers are dead?"

"Y-Yes sir,every single one of them that Scorpion destroyed"

"Hmmm...that so?" Norman sighed."Oh well…"

"Do you want us to create more slayers or-

"No,that won't be necessary at all,we already created enough and they didn't manage to catch Gargan at all even though they were quite close at times,besides, I was thinking on letting Gargan go anyways.I was beginning to lose interest in ,with those injuries he has I doubt he'll live and even if he somehow did he's no longer an issue to deal with"

"Are you sure that's a good idea sir?"

"It's fine,nothing to be concerned with,you may leave now" Norman told his employee which he nodded his head and left the lab room leaving Norman alone with his thoughts.'I must say though,seeing Spider-Man with Gargan was quite a surprise,a very interesting one as well,though I can't be for certain if I can kill him yet with my current level of skills since he defeated me easily in combat without my glider...it's still for the best if I lay low'

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Hey guys here's the new chapter.I know this looks shorter then what it usually is.I wanted to make it longer but I didn't have much ideas for this one and I wanted to wrap it up quick to get to the next part of the story and let me tell you I am really damn excited for it

[Preview]

"Hey! Those were some nice moves there Spidey!" Black Cat exclaimed as she jumped over at Spider-Man's side inside a large bank and she looked at Shocker who was webbed up and unconscious

"Fight with Shocker was a little hard at first but I figured out how to beat him eventually, thanks for the assist, are the hostages fine?" Spider-Man asked

"They're fine,I made sure I evacuated every single one,some are a little bruised but other then that they're completely fine" Black Cat stated

"Well that's great,Shocker is down,the hostages are safe,the thugs are down as well,I'd say we did great together, oh and thanks by the way, Cat, I really needed your help, I'm not sure if I would have been able to do all of this by myself"

"You're welcome, besides I really owe you one as well"

Just then clapping was heard which perplexed both Spidey and Cat as they looked around where that was even coming from."I must say...I'm quite impressed" both of them looked upwards and saw the assassin sitting on a top ledge with his back rested on the pillar."That was quite a show you put on...Spider-Man" the man got up before he made an acrobatic leap where he landed behind them

'Who the hell is this guy?' thought Spider-Man and Black Cat at the same time as they prepared for a fight

"I would suggest that you should leave while you can, my business is only with the arachnid himself" the assassin told Black Cat

"I'm not leaving anywhere, now who are you?!"

"You can call me Tombstone, now if you excuse me-

"Are you the one who plotted the bank assault?" Spider-Man asked seriously while he glared at Tombstone

"Not exactly,that would be my...boss per say, if you're going to ask me his name I'm afraid that won't happen, I am not allowed to say who hired me" Tombstone calmly replied

"That's fine,we'll just beat it out of you till you tell us"

"I wish you luck on that,though as I said before…" in an blink of an eye Tombstone dashed towards both of them at shocking speed and before anyone knew he got in front of Black Cat and his fist hit her right in the gut making Cat gasp in pain."This has nothing to do with you"

"Ugh…" Tombstone let go of his fist as he watched the woman fall on the floor with her face planted first

"One down…"

Spider-Man looked in shock as his mind was processing on what when it fully did his lenses bended down where he was staring daggers at Tombstone,his fists were clenching tightly and charged at him yelling in anger

"...One to go" Tombstone turned in time as he blocked Spider-Man's fist casually before another one was heading his way but he caught that as well

"You bastard! I'm gonna make you pay!" Spider-Man said in anger as he tried to push Tombstone away

[Preview ends]

If you guys liked this chapter or this story please share your thoughts on what you thought of can also make some criticism on what you think are flaws and how it can be improved

THE END