Rise Of G-Morph And The Amazing Spider-Man by Amit Barabi:
Here is a summary for those who read this story on their phone's browser:
Eunice chooses Gwen Stacy as the successor of the Hero Of Heroes, Ben Tennyson. Please read and enjoy her origin as the heroine, G-Morph, and her ever-growing adventure with her arachnoid boyfriend, Spider-Man. This story is mainly based on the movies The Amazing Spider-Man and the Marvel Cinematic Universe, but it also has some original ideas. Peter and Gwen are pairing. I was inspired by The Incredible Muffin's My Alien Academia and Ben 10: Unlimited. This story was originally titled "Wristed Heroes." This is the first story of my big planned series, Amit's Cinematic Universe, or A.C.U. for short.
Ben 10 does not belong to me. Spider-Man does not belong to me.
Content warning: This chapter contains injuries.
Chapter 15: It's Hero Time! Part 1.
The early morning sunlight filtered through the curtains, casting a gentle glow over Gwen's room. Peter lay beside Gwen, their bodies spooned together under the sheets. He was the larger spoon, holding Gwen protectively. Gwen stirred first, her eyes fluttering open to the sight of Peter's peaceful face. A sense of relief washed over her—he had made it through the night.
Carefully, she slipped out of bed, mindful not to disturb Peter. As she moved, the previous night's events came rushing back to her. She glanced down at their bare bodies and felt a mixture of emotions—love, fear, and determination. She knew they needed to address what had happened, but first, she needed to ensure Peter was okay.
Peter woke up moments later, feeling the warmth of Gwen's body no longer pressed against him. He opened his eyes to see her standing by the bed, a robe hastily thrown over her shoulders.
"Morning," he greeted weakly, attempting a smile.
"Morning," Gwen replied softly, sitting back down beside him. "How are you feeling?"
"Like I got hit by a truck with claws," he admitted, wincing as he tried to sit up. Gwen quickly moved to help him, propping him up with pillows.
"Stay here. I'll make you something to eat," she said.
"Thanks, Gwen," Peter said, his voice filled with gratitude. "You're amazing, you know that?"
Gwen blushed, a small smile forming on her lips. "Just doing what any good girlfriend would do," she replied in a bittersweet tone. "Peter, we need to talk about last night."
Peter nodded, setting his plate down. "Yeah, we do."
Gwen took a deep breath, her expression serious. "I'm sorry I didn't tell you about the Omnitrix sooner. I thought I was protecting you, but it only made things worse."
"I get it, Gwen. I haven't told you about my powers right away, either," Peter admitted. "But we can't keep doing that. We need to trust each other completely if we're going to make this work."
"I agree," Gwen said, squeezing his hand. "From now on, no more secrets. We face everything together."
Peter smiled, feeling a sense of relief. "Together," he echoed.
Gwen's eyes softened as she looked at him. "And Peter, about last night… it was a big step for us. I want you to know it meant a lot to me."
Peter's expression mirrored her tenderness. "It meant a lot to me too, Gwen. I wouldn't have wanted it any other way."
There was a moment of silence as both reflected on the previous night, uncertain if it was the other's first time but knowing it had been special and unforgettable nonetheless.
As they sat there, Peter noticed Gwen glancing at an empty space beside her, her lips moving as if speaking to someone. He furrowed his brows in confusion.
"Gwen, who are you talking to?" he asked, his curiosity piqued.
Gwen hesitated for a moment, then took a deep breath. "Peter, there's someone I need you to meet," she said, making sure the sheets covered their naked bodies. She raised her left hand and brought her right one to the Omnitrix, projecting a holographic screen. On that screen, a blonde woman in her early twenties appeared, wearing a sleek white jumpsuit.
Peter's eyes widened. "Is that…a?"
"This is Eunice," Gwen introduced, looking at the hologram with a fond smile. "She's an AI who lives inside my Omnitrix. She taught me many things, including how to use my transformations."
Eunice gave a small bow, her form shimmering. "Hello, Peter. It's nice to meet you finally," she said in a polite, almost regal tone.
Peter blinked, taking it all in. "Wow, Gwen. This is… incredible. Why didn't you tell me sooner?"
"Why do you think?" Gwen stated the obvious, "You were dealing with your parents, Osborn, uncle, aunt, and my dad. I didn't want to overwhelm you with everything. But after last night, I realized we can't afford to keep secrets anymore."
Peter nodded, understanding. "I get it. And I appreciate you telling me now. It's going to take some getting used to, but I'm glad you have someone like Eunice to help you."
Eunice smiled. "I'll do everything I can to support Gwen and you, Peter. You two are stronger together, and I'll make sure you both stay safe."
As Peter processed this new information, he suddenly realized their current state. "Uh, Gwen… we're still naked."
Gwen blushed deeply. "Oh, right. Let's get you cleaned up and dressed. We don't want my parents walking in on us like this."
Peter chuckled despite the pain as Eunice turned away to give them privacy. "Yeah, that would be awkward." Then he paused, looking at Gwen with a hint of concern. "Uh, Gwen, did Eunice… was she, you know, watching us last night?"
Gwen's cheeks flushed even deeper. "No, she wasn't. She looked away before… before we got, you know, into things. Eunice respects our privacy. Right, Eunice?"
Eunice, sensing the need to reassure the teens, spoke up, "I assure you two, I haven't and won't repeat what happened last week's Monday."
Peter let out a breath he didn't realize he was holding. "Okay, that's a relief. Thanks, Eunice. Wait, what happened that day?"
Gwen rolled her eyes, "Do you remember when I got stuck on that bench with my legs apart and you saw me?"
"Was that her doing?" Peter asked in disbelief, "So, that friend you said you hated, was it her?"
Gwen smiled, feeling a bit more at ease. "Yes, and I was angry with her for a while because of this. We are much better now."
Peter nodded, grateful for the honesty and the sight of Gwen dressing up before she moved to the kitchen to prepare breakfast.
…
As she entered the kitchen, Gwen saw her father sitting at the table, reading the morning paper, and sipping his coffee. Her mother was already on her way to work. She took a deep breath, trying to steady her nerves.
"Morning, Dad," she greeted, forcing a smile.
"Morning, hun. How's your stomach? Feeling better?" he asked, looking up with concern.
"Yeah, much better. Must have been something I ate," she lied smoothly. "I'm going to make some breakfast. Want anything?"
"Nah, I'm good. Thanks, though," he replied, returning to his paper.
Gwen quickly gathered ingredients for a simple but hearty breakfast. She made scrambled eggs and toast and sliced some fruits. As she worked, her mind wandered back to Peter, lying injured in her bed. She couldn't shake the image of him bleeding and weak, relying on her for help. The weight of responsibility pressed on her shoulders, but she knew she had made the right choice in helping him… and everything else that came later.
She arranged everything on a tray with breakfast ready and carefully carried it back to her room. Entering quietly, she saw Peter beginning to stir from another short nap. His eyes opened slowly, and he blinked a few times before focusing on her.
"Here, I made you some breakfast. It would be best if you ate to regain your strength," she said, handing him a plate with scrambled eggs and toast.
"Thanks," He said between bites, "So what can your alien forms do?"
"Let's see," Gwen listed as she prepared for school, "Greymatter is smart enough to make Tony Stark jealous. Upgrade can merge with all kinds of tech, improve, destroy, or mimic it later."
'That Upgrade fixed and improved my phone.'
"AmpFibian can fly, turn intangible, do stuff with electricity, and read minds, but I don't know how to do the last one yet."
'That is the alien she used to charge the healing device Omnimaster gave her.'
"Fourarms is strong. Diamondhead can do stuff with crystals. There is Stinkfly, who is a giant flying insect that shoots sticky goo from her eyes and mouth. Ripjaws can bite through steel and fight well in deep water. Wildmutt is the best tracking dog in the world. XLR8 is super fast. And Heatblast…" She gestured to Peter's Spider suit.
"What did you do?" Peter asked as he saw the burned outfit.
"I tried to burn the bacteria away," She defended herself, "I ended up burning too much."
"What am I supposed to wear?"
"I'm sorry. It was my first time… Use of Heatblast, and I put too much heat onto it," She apologized, "I can give you a ride home as XLR8 or Stinkfly."
…
The flight home was a unique one. Peter wore whatever was left of his old suit while riding on Stinkly's back. The insect's strong smell was surprisingly alluring to him. It was probably the spider DNA, but the strong smell of that insect made him feel a strong combination of hunger and attractiveness. Come to think about it, it was not the first time he had smelled it; when Gwen came to his home for the first time, she had traces of that delicious smell on her. That explained a lot.
He was almost tempted to lick the back of Stinkfly's neck when two of her four eyes looked back at him, "What are you doing?" She asked through the wind.
"What? Nothing!" He lied before changing the subject, "Can bug spray hurt you in this form?"
"Nothing short of Oscorp's Cloud Feeding machine filling the city with something so toxic that it can hurt all insects and humans should make me cough a little."
"What does it feel like?"
"Transforming?" Stinkfly asked. When Peter nodded, she answered, "It's like I was reborn and raised as whatever I transformed into and waited my whole life to be that other person for a few minutes."
"Then how did you burn my clothes?" Peter asked, confused, "Shouldn't you be a master of each form from the start?"
"It still takes some experience, and Pyronites are difficult to control," She explained, "I'm surprised I haven't burned the whole building to the ground."
"How about your clothes?" Peter asked, "You are naked now, but XLR8 wore a jumpsuit and Ripjaws only wore a bikini top."
"The Omnitrix manipulates mass. It creates clothes and minor supportive gear for my transformations and recreates them when I transform."
…
The conversation continued until Stinkfly brought Peter home. It didn't take long, but Peter learned more about his girlfriend's powers during that flight.
They stood inside Peter's room. The last time they were here, they nearly did what they did last night. Gwen had insecurities and fears of the experience back then. After doing it for the first time last night, her fear was replaced by a stronger desire that expressed itself by checking out her nearly naked boyfriend.
Although Peter did not fear sex as his girlfriend did, his desire for more grew since he woke up this morning. Now that his girlfriend was back in her human form, he barely hesitated before kissing her hungrily.
Gwen did not have any objections until she saw the time on Peter's alarm clock next to his bed, "Easy, Bug-Boy. We still need to go to school."
"Yeah, okay…" Peter said in disappointment. They couldn't waste another 40 minutes on that.
Gwen was about to leave through the window as XLR8 but lingered for a few seconds when she saw Peter undressing.
…
It was a good thing Karen locked Peter's bedroom door before he left yesterday. It gave Peter the excuse that he woke up late when his aunt asked why he didn't react when she knocked.
Speaking of Karen, Peter found the picture of the Lizard grabbing Spider-Man on his computer. Thankfully, the unmasked part of his face was hidden behind the giant reptile.
Karen had already sent the picture to the Daily Bugle and started Peter's career last night as Peter made some last preparations for his most recent project before saying goodbye to his aunt with a long hug and heading to school.
He had considered before the possibility of telling her. But after his encounter with the Lizard, he knew she would never understand.
Curtis sat in Oscorp's secret lab in the sewers in his reptilian form, looking at the piece he took from Peter's mask.
His initial transformation was wild, and he grew somewhat more aggressive. But he felt he was in full control now. As he viewed it, there was no second persona to his better form. He was entirely aware of his actions and never felt any major influence beyond the dark-skinned man sitting across from him in protective gear and a gas mask with two armed guards in similar Oscorp suits.
"How is the operation treating you, Doctor Connors?"
The reptilian doctor looked his boss in the eyes and smiled, "I no longer need glasses, I have my arm back, and I am more powerful than that Spider-Man vigilante. I feel better every day, and yet, I want more."
"Is this an addiction?" His boss asked in interest. Connors knew that if there were an addiction, his boss would have accelerated human trials further to get people to depend on Oscorp. After all, other than A.I.M. and its Extremise project, no other company was this close to creating perfect humans, and Oscorp could have capitalized on that. That, of course, was not the case, as the Lizard serum could not wear off and had no addicting qualities. No, he was simply excited to feel better than any human after feeling like less for so long, "And are you capable of returning to your… true form?"
Connors glared at Doctor Ratha at the call of his lesser form his true form. A better question would be if he had to be in HIS TRUE form for this conversation. He saw the guards tightening their grip on their weapons and reassured them of their safety by briefly shrinking to a more humanoid form before growing back willingly into his lizard form. In his human form, Curtis looked mostly human, safe for the scales that covered 60% of his skin, a reptilian arm, and a nearly human-looking tail.
"No, sir."
Connors explained well how the serum was permanent and had no lasting effects on the subject's mind. However, when he was asked about the sabotage at the lab in Oscorp Tower, the doctor lied about a potential security breach by a rival company or enemies of Osborn. He always had a good poker face, and it was even harder to read his expression in his new form.
…
After a few more exchanges, his boss and his escort left, and he could return to thinking about his fight against Peter.
At first, when the lizards told him about Spider-Man's arrival, Curtis felt threatened and angry, sliced off half his mask, and tried to make him talk. To his surprise, it was Peter, enhanced in his own way. He tried to reason with him and share his perspective. But then, the teen took a picture of him and tried to escape. In his desperation, the doctor tried to grab Peter, only to injure him and make him fall into the vortex below.
He attempted to reach his intern underwater, but the teenager managed to escape before Curtis could pull Peter to safety and attend to his injuries.
With Peter's enhancements, ones he had to gain from his father's spiders, Curtis doubted has died from his injuries, and with the drops he secured from Peter's blood, the Lizard discovered the key to reaching completion of the project. All he needed was within another swim's reach.
Midtown High.
The floor shook around the men's room at school as the Lizard emerged from beneath one of the bathroom stalls. He had planned to look presentable by wearing a larger version of his lab coat, but that plan washed up the toilet when said coat got too damaged upon his arrival. Lizard released a jurassic cry, alarming every student, every teacher, and most janitors before getting everyone's attention by breaking the bathroom door into the hallway.
Peter's Spider-Sense alarmed him before the whole school heard the dinosaur-like cry, but he could only figure out what to do moments before seeing the monster that almost murdered him last night.
"Go," Peter ordered Gwen, "GO!"
Gwen hesitated for only a moment before grabbing the paralyzed in fear Ashley and dragging her toward the nearest exit. In her haste, Gwen had not noticed Eunice staring at the Lizard in fear until she glitched out of existence when Gwen got too far. Most other students and staff members followed their instincts and ran away while Peter faced his foe.
Lizard walked towards Peter, who charged at his enemy. Before Lizard could react, Peter dove under him, webbed his foot, and pulled hard, making Lizard trip. He followed this move by getting on Lizard's back and attempted to punch him hard on the back of his head only to wince in pain from last night's injuries, giving Lizard a chance to grab him and roll him over his head.
Lizard then grabbed Peter by the shirt. Before he could do anything, Peter wrapped one arm and both his legs around Lizard's arm, webbed the floor next to the school's chemistry lab, pulled hard, and spun his whole body. That motion threw Lizard into the lab. Peter followed and immediately came up with a plan to even the playfield.
He fired two web strings at vials of two chemicals, emptied one into the other, and threw it at Lizard. The chemical reaction created a small explosion that injured Lizard's chest.
Despite the pain and minorly damaged lungs, Lizard kept stepping forward while regenerating, "All these souls, lost and alone. Broken people. People like I was. People like your uncle. I can save them. I can CURE them! There is no need to stop me, Peter."
Peter paused at the mention of his uncle and the possibility of healing him. Was Connors in control? Was he the one who made the offer, or was it the crazy Lizard? Or did Osborn brainwash him into this mindset? "At what cost? Killing a tenth of whoever you give that poison and turning the rest into cannibalistic predators?"
Before Lizard could respond, Peter formed an X with his arms, fired a pair of web lines at the LED bulbs above him, and brought them down on his head. It didn't cause any major damage and was certainly less painful than the minor explosion from before, but it distracted him long enough for Peter to disappear.
Peter jumped off the ceiling on top of Lizard's head and punched him with twice the force necessary to knock out a man. When that solution failed, Peter webbed Lizard's hands, arms, and face. He had to move around and reapply his webs to prevent his enemy from grabbing him with his clawed hands whenever he broke a section of the webs, "Stop this! This isn't you!"
...
After calming down some terrified students and helping the teachers count heads, Gwen learned that the only people who remained inside were Peter, Lizard, and the nice old man who asked her and Peter once where their school was.
She tried to rush in and save her boyfriend only to be stopped by Flash, "Are you crazy?! You can't get in there. You'll die!"
"Move, Flash!" Gwen ordered.
...
Peter proved to be more agile than Lizard. But when his advantage did not last long. Lizard's strength, size, stamina, and regeneration were superior and gave him an edge in the long run. Peter went as far as ripping Lizard's tail off, webbing his eyes, and wrapping him in a web cocoon that he attached to the floor, walls, and ceiling. It kept Lizard immobile for a short while and gave Peter a moment to breathe.
Despite Peter's efforts, he still ended up losing. While he was trying to save a nice old man who was unaware of the fight and was cleaning and listening to music, Peter got distracted. His shirt also got caught in something, which made him lose focus on the Lizard twice and allowed the Lizard to pin his head against a wall.
"I could spread my gift to everyone in this city with the current formula!" Lizard stated, "I want you to help me reduce the casualty rate. But now, I see it. All I need is your blood!"
Just as Peter was sure Lizard would impale his skull, the wall to his left burst open with a loud crash. Bricks and debris flew across the room as Gwen, now transformed into Fourarms, charged through with astonishing speed. Her four muscular arms flexed as she plowed into the Lizard, sending the reptilian monster flying across the room and crashing into a row of lockers.
"Gw- G-Morph?!" Peter gasped, both relieved and surprised. He had seen her transform into various aliens before, but this was the first time she had used Fourarms in front of him.
She didn't waste any time and went straight for the Lizard, who was already starting to recover from the hit and did not hear Gwen's name. Her four fists descended on the Lizard in a relentless barrage, each punch driving him further into the ground.
The Lizard roared in frustration, swiping at Gwen with his claws. She failed to dodge but countered with a powerful uppercut that sent him sprawling back. Despite the Lizard's superior regeneration and strength, Fourarms was more than a match in raw power, and her agility in combat gave her the upper hand. Or four of them.
Peter quickly regained his footing, tearing off the remnants of his torn shirt. He knew Gwen's presence was turning the tide, but he couldn't let her fight alone. As the Lizard lunged at Gwen with a furious hiss, Peter leaped onto the wall and shot two webs at the creature's legs, pulling them out from under him.
The Lizard fell hard, but even before he could fully hit the ground, Gwen was on him. She uppercut him and broke his jaw. Then, she grabbed the Lizard by the tail with one of her lower arms and swung him around like a rag doll, smashing him into the floor and walls with tremendous force. The tiles cracked under the impact, and the ceiling lights flickered ominously.
The sound of police sirens echoed in the distance, signaling the arrival of the authorities. Fourarms noticed Eunice's projection at that moment.
"G-gG-weE-ENNN, loooo-oook oO-oouuu-ttt!" Eunice glitched and flickered, "-ey -ack! Th-ey -r- ba-ck!"
"Eunice?"
Lizard, injured and unaware of Fourarms's identity, noticed that distraction and clawed Fourarms's face, taking out one of her four eyes. Peter hurried to his girlfriend's aid. As he examined her wound, Lizard escaped through the broken toilet.
Fourarms transformed back into Gwen intending to change quickly into Upgrade and immediately felt worse. She couldn't keep her remaining eye open and could not pick the right form.
"Do you have anything that can regenerate?!" Peter asked while trying to figure out how to operate the Omnitrix. He figured that if injuries from one form carried to another, the same had to happen with healing.
"UPGRADE!" Gwen shouted through her tears and pain.
Peter pressed the two buttons on Gwen's watch and saw the holographic ring. He remembered Upgrade's description and concluded that it had to look technological. Thankfully, each hologram announced the alien's name, so it took less time than he expected. When he pressed down the Omnitrix's core, Gwen transformed and healed faster than he expected.
"ARE YOU OKAY?!"Peter asked, "Can you see me?"
"I'm fine. We need to stop Connors," Upgrade stated before turning to Eunice, "What happened to you?"
"H-e looked like the leader of the Living Death," Eunice replied while stabilizing. Of course, the monster who took Gwendolyn was yellowish-white and looked less human, but during her post-trauma disorder, the two reptiles' images merged in her mind, "I can't help you around him. I just can't."
"What's going on?" Peter asked.
"Connors triggered Eunice's PTSD. She can't help me around him."
"We need to get out of here and stop him," Peter declared as the fainted sound of distanced police sirens got closer, "He told me about his plan. He wants to turn everyone into lizards like him."
"Wait, how can he spread the serum so…" Upgrade paused before transforming back into Gwen, "Oscorp's Cloud machine!"
"Yeah," Peter confirmed while stripping and pulling something from his locker. Gwen stared with a slight blush while Eunice, who looked away, felt surprisingly calmer. Peter put on a new suit. One that none have seen before.
Gwen's breath caught as she saw Peter in the suit for the first time. The deep blue spandex fabric fits snugly, with vivid red panels covering his chest, arms, and legs. The material looked sturdy yet flexible, offering a layer of protection without hindering his agility.
Her gaze was drawn to the intricate web pattern that stretched across the red sections of the suit. The webs were a dark red, subtly contrasting against the brighter red background. They weaved across his chest and arms, giving the suit a detailed and almost organic appearance.
The spider emblem at the center of his chest was sleek and black, its legs extending outward across the red webbing. The symbol seemed to blend seamlessly into the suit as if it were a natural part of the design, yet it stood out, separating the blue from the Red perfectly while marking the suit unmistakably as Spider-Man's. A tiny blue dot at the emblem gave a weak light. Perhaps a power source?
She looked up at his mask, where the large, reflective golden lenses dominated. They gave him an intense, almost otherworldly presence. The dark outlines around the lenses added depth, making his eyes appear even more expressive and powerful despite being hidden. An added shell under the fabric provided some needed defense and made breathing and speaking easier.
The gloves and boots continued the red and blue theme, with the dark red webs extending down his arms and legs, blending seamlessly with the rest of the suit. The soles of the boots were black, designed for practicality and grip, essential for the rapid movements Spider-Man became known for.
Two small pouches for spare web capsules were at his belt line, and one larger pouch for his phone could be seen on his lower back. His web-shooters were smaller and smoother. Judging by their design, they were easier to reload and could use more webs before their next reload.
Gwen realized how much this suit transformed Peter as she took it all in. It wasn't just a costume; it was an extension of who he was—a powerful, agile hero. The dark red webs on the brighter red fabric created a look that was both intricate and striking, perfectly capturing the essence of her hero and boyfriend.
"I will slow him down."
"I'm coming with you!" Gwen declared.
"Alright, can you close my locker?" Peter asked.
Gwen reached out to fulfill her boyfriend's request. She hesitated moments before touching it when she realized how odd the request was. Her hesitation proved fruitful when she missed a web blob that would have kept her at school.
She glared at her boyfriend and slapped the reinforced shell of his masked cheek. Shaking her hand at the pain, she maintained her glare, "Really? Are you trying to web me to your locker? What are you, a caveman?! I thought we were in this together!"
"You can't fight him," Peter argued. Somehow, despite being fully covered, his body language made his intention and expression as clear as day, "If he catches you off guard like he just did or if you time out, you die."
"Well, guess what! No one makes my decisions for me! No one! This is my choice! It's mine! Now, what is our plan?"
Taking a deep breath, Peter spoke up. He will apologize later, "He needs to get to Oscorp Tower. I will slow him down. You go to the Tower, get everyone out, and cook the antidote I made. Don't let him grab the cloud machine if I fail."
With that, Peter turned around to follow Lizard when he heard the police entering the school's grounds, only to be grabbed by the wrist. Before he could ask, Gwen unmasked him and pulled him into a deep kiss.
"Just in case…"
Peter nodded, put his mask back on, and started his chase. The cops entered the building moments after both teens left.
Oscorp Tower.
XLR8 rushed into the Tower, relocated everyone outside or to the lobby, activated Connors's lab's fire containment system, and broke every relevant camera before she timed out.
After the Omnitrix repaired itself last night, she regained full access to its features, including staying in alien form for 10 minutes and using the Data Dub function. With the extra time and the help of Data Dub, XLR8 was able to conceal her identity effectively while evacuating the building.
"I should have fixed his DNA when I had a chance," Gwen mumbled while compounding the Lizard Antidote and caressing the flesh around her eye. There was no scar, but she remembered the pain far too well.
Oscorp's secret sewers lab.
Spider-Man followed Lizard's trail cautiously to prevent another ambush and critical injury.
To his surprise, the first door opened for him and revealed Lizard working on the next stage of his formula behind bulletproof glass. Cleansing materials sprayed on Peter before the door closed behind him.
"I tried to fix myself as a human, but that was impossible," Lizard spoke. He only looked at Peter briefly before returning his attention to the formula.
"We can get you back," Spider-Man said, "My partner fixed those homeless test subjects. She can fix you, too?"
"The red four-armed amazon?" Lizard asked, "Would you have returned to normal after learning what you can do? With all the power you feel flowing through you? Would you give it all up?"
Spider-Man's silence was all the answer Lizard needed.
"Richard never let me read the important pieces of his work. This form is not complete yet. Your blood will reduce the casualty rate to less than 1% if properly utilized."
"Are these your words, or are you being manipulated by Oscorp?" Spider-Man finally asked.
"Oscorp doesn't know who you are as much as I know, and we have different plans for the formula," Lizard answered, "They want to sell it to whoever pays more, including A.I.M, the army, some gang-lords, Ten-Rings, and others. Richard Parker knew about it and stopped them. I will stop them differently. You see, I want to create a whole world without weaknesses, where everyone is equal, and I know exactly how to make it."
"Oscorp's cloud machine," Spider-Man concluded.
"Yes," Lizard confirmed, standing before Spider-Man with nothing but the glass separating them, "So I ask you again: Why do you want to stop me after everything Oscorp did to you? Are you afraid you will no longer be the top spider with everyone having your powers and more?"
"People will die, and my blood won't change it!" Spider-Man stated, "Oscorp had some of the spiders for years, and no one else got these powers. Do you think no one was bitten?"
Before the conversation could continue any further, Curtis's boss, the dark-skinned man known as Doctor Ratha, entered the external door. He aimed a gun at Spider-Man, who dodged and knocked the gun aside only to miss a hidden tranquilizer dart that was shot from the wall. It was not like his Spider-Sense did not alert him. It was timed perfectly to put him down.
"That treason will cost you, Doctor Connors," Doctor Ratha stated in his intimidating accent before looking down at Peter, "As for you Parker, I knew who you were since the rumors about your powers became public. Don't look at me like that. Do you truly not know what you are? Why it worked only on you?"
He tried to lift Peter and carry him away, but before he could do anything, Lizard broke the glass. The last thing Doctor Ratha saw was the opening jaw of the super-predator he turned Curtis Connors into. The two meta-human's secret died with him.
With that, Lizard left Spider-Man behind with a de-headed monster.
Midtown Science
Although Lizard, Spider-Man, and his partner were gone when the police arrived, some detective work revealed most of the fight's process.
The Lizard entered the school through the sewers, and Spider-Man appeared shortly after. They fought for a while, and someone else joined the fight and helped Spider-Man drive the Lizard away.
According to testimonies, Peter Parker and a new cleaning crew member never left the building during the fight. While Gwen initially left with everyone else, she returned to get her boyfriend out. No one knew what happened to the two students, but the speculation was that one of the three unnatural individuals kidnapped them.
While the identities of Spider-Man and his partner were still unknown to the police, they found in the bathroom an oversized lab coat with Oscorp's logo on its back and Doctor Curtis Connors's card in its pocket.
Another discovery showed Oscorp Tower being evacuated forcibly by an unknown individual with apparent superhuman speed shortly after the fight at school.
Captain George Stacy, fully geared up for a SWAT mission, walked toward an NYPD helicopter with three snipers when one of the detectives, just as geared up as he was, reported the findings.
"I want Spider-Man off the streets and interrogated!" George set their priorities as he entered the helicopter. As he called himself now, Spider-Man was dangerous and was their main lead to find that Lizard, "And set a team next to Oscorp Tower!"
May Parker visited her husband in the hospital. According to the doctors, he made a remarkable recovery and no longer needed life support, but he was still in a coma, and with his insurance expiring soon, he would be expelled before he could wake up.
She held his hand with tears in her eyes when she noticed a fancy silver belt buckle with ten tiny gemstones decorating it. Next to his bed with a note attached to it.
She read the notes in confusion.
"To Ben Parker,
Thank you for raising such an amazing kid. Please wear it regularly when you wake up. Ask Peter when it's comfortable. I owed him a favor.
B.T."
The back of the note had two dates: three days after she saw the strange jellyfish phasing through that wall and today's date.
She asked the staff about that belt buckle and received a strange answer. They found it attached to the underside of Ben's bed briefly before she came here. Now that she looked at the belt buckle closely, she believed it glowed slightly and felt something positive when she touched it.
She placed it closer to her husband and left the room to ask the doctors more about his condition, missing his fingers moving slightly when she turned her back.
Several blocks from Oscorp Tower.
Lizard left the sewers in another oversized lab coat and necessary equipment. He strolled toward the building with concern. The street was empty of life. The only other time he recalled the streets of New York being this empty was when the scary man with the red eyes broke into his house and gave him the formula.
The Lizard moved cautiously through the empty streets, his eyes darting around for any signs of movement. His reptilian instincts were on high alert. The memory of that terrifying night when the man with the red eyes broke into his home still haunted him. That was when everything changed when he became what he was now—the link to evolution's next stage.
Suddenly, a distant sound broke the silence—a gunshot. He realized too late that it was an ambush. Police officers stepped out of their hideouts, guns drawn and pointed directly at him before he faced a rain of bullets that tore through the Lizard's oversized lab coat and embedded themselves in his scaly flesh. He roared in pain, staggering back. Lizard snarled, his reptilian mind instinctively reacting to the perceived threat. But a part of his human consciousness, the part that was still Dr. Curt Connors hesitated to kill them, and it cost him when he fell to the ground with bullet holes all over his body.
The SWAT team approached Lizard's unconscious body slowly and searched for any sign of life as his powerful regenerative abilities kicked in. The bullet wounds began to heal, the scales closing over the damaged flesh within seconds.
The officers watched in horror and disbelief as the creature they thought would be brought down by their barrage fully recovered at an unbelievable pace. The Lizard's eyes glinted with an idea. Reaching into his coat, he pulled out a small, cylindrical device with a menacing green glow.
With a hiss, he pressed a button, releasing a thick green gas that quickly spread across the street. The officers tried to cover their faces, but it was too late. They inhaled the gas, coughing and gasping for air. Within moments, their bodies began to convulse, and their skin started to change color, becoming mottled with green scales.
Panic spread among the ranks of the officers as they felt their bones shifting, muscles bulging, and limbs elongating. The transformation was fast and brutal. In less than a minute, a dozen officers had been turned into lizard-like creatures, similar to Connors but smaller and more savage-looking.
The Lizard watched with satisfaction as the gas worked its magic. He could feel their minds succumbing to his control. His experiment was a success. These new lizard-people were under his command.
"Come with me," the Lizard hissed, his voice with unnatural authority. The newly created lizard people snapped to attention. They were his now, his soldiers in the world's new era.
…
Captain Stacy listened to the report wide-eyed, "The Lizard creature is entering Oscorp Tower. He released a biological agent and infected the SWAT team that was supposed to stop him. Their channel is compromised, and we believe other channels were hacked."
"Attention all units!" Captain Stacy commanded, "We are facing a biological weapon of unknown potential of scale. I want everyone in the area to evacuate all civilians within a radius of 20 blocks from Oscorp Tower. The rest, help me catch Spider-Man!"
…
Spider-Man leaped out of the manhole and quickly kicked the cover back into place, sealing it shut. As he swung to the nearest rooftop, he tapped the side of his mask to activate his comms, "Karen, call Gwen," He instructed, glancing down to check his web-shooters. The familiar voice of his AI assistant soon connected him to Gwen.
"Hey, Gwen, where are you?" Peter's voice was tense, but he kept his tone steady.
"I'm still at Oscorp Tower," Gwen replied, her voice a mix of focus and urgency. She struggled to stand up as the fire suppression system drained most of the oxygen from the room.
"You've got to get out of there right now," Spider-Man urged, shooting another web to swing further, "Karen just hacked into a police radio channel. Connors isn't alone. He's got a whole SWAT team of lizard mutants heading your way."
Gwen hesitated for a moment, "But the antidote is still cooking. Only eight minutes are left, and we might need it if things go south."
Peter's frustration was evident in his voice. "Gwen, I understand, but you can't stay there if they show up. You're not—" he stopped himself. He knew Gwen was capable, but her fighting experience was limited, and he couldn't bear the thought of her getting hurt. "You're not ready for this kind of fight yet."
"Peter," Gwen countered, her tone firm, "I know I don't have your experience, but if I leave now, all of this could be for nothing. I can handle myself until you get here."
Before Peter could reply, the line suddenly went dead. "Gwen? Gwen!" he shouted into the empty comms, panic rising in his chest. "Are you serious right now?!"
He shot another web, and his movements became more urgent, "Karen, reconnect me to Gwen, now!" he commanded, his mind racing with worry. He had to reach her before it was too late.
…
"I'm sorry I am putting you in this position, Eunice," Gwen apologized, "But I have to do this."
"I know, and I will try to stay out of your way," Eunice's hologram appeared, "It's hero time."
There were many emotions in Eunice's glitching voice: Pride, shame, regret, grief, and many more.
Pride in Gwen's journey in the last two weeks and her determination to fight for humanity at the risk of her life. Two weeks ago, Gwen barely wanted to use the Omnitrix, and now, she was on a clear path to becoming a hero.
Shame of herself for not sharing Gwen's courage and being bound by her trauma.
Grief of the resourced memory of losing Gwendolyn to the Living Death.
Fear of experiencing it all over again.
"Do you remember what you told me when Alien V hurt Peter and threatened me?" Gwen asked with fierceness and sympathy, "You told me not to let it define who I am. I am facing my fear now, and when this is over, we will figure out how to help you face yours."
Before Eunice could show her gratitude, the fire suppression steel door bent with a thud.
Time was up. She lost the opportunity to sabotage, destroy, or hide the cloud machine.
A few more denting thuds and the door broke.
With no other choice, Spider-Man swung as fast as he could.
Despite all the chaos, one police officer spotted the arachnoid hero, "He's heading south!" The officer reported via his radio.
Listening on the police's channels only softened Spider-Man's surprise at the slightest when he spotted a helicopter following him.
Captain Stacy's voice was heard through the helicopter's speakers, "STAND DOWN NOW OR WE WILL OPEN FIRE! YOU ARE SURROUNDED. THERE IS NO ESCAPE!"
Spider-Man continued his trajectory. If not for the bright light from the helicopter, either he or any of the many cops shooting tasters at him would have noticed the blue glow emitting around him. After dodging several dozens of tasers, Spider-Man turned around a building mid-swing. He thought he left the cops' strike zone, only to realize too late that the helicopter also had a shooter on board.
The taser struck Spider-Man's collarbone, locked his muscles, disabled his com and the mysterious blue glow, and made him fall several stories into traffic. Thankfully, other than the car he crashed on, the other vehicles stopped around the area in a way that prevented most from seeing him.
He lay there motionless as every available cop arrived. They pushed back any possible civilian, searched for any sign of Spider-Man's partner, and surrounded him once they cleared the area. One cop dared to risk Spider-Man's strength and placed cuffs on his wrists before sitting him in a lotus position.
Captain Stacy stepped closer and put his hand on Spider-Man's mask. However, before he could pull it off, Spider-Man regained his senses. He broke the cuffs effortlessly, swiped George's feet under his legs, web-zipped another cop out of balance, and broke two other cops' rifles before a bullet barely missed his head.
"Freeze!" The Captain ordered, "Down on the ground! Put your hands behind your head. NOW!"
"You don't know what you are doing!" Spider-Man pleaded, "I need to save Gwen!"
He had his suspicions before, but now George recognized the voice, "Parker…"
"It's at Oscorp, and your daughter's there right now fighting to stop it," Peter stepped closed slowly, "You've gotta let me go. We can't lose her."
Spider-Man received his desired non-verbal agreement when he saw George lowering his gun. He jumped as high as he could towards Oscorp's direction. One cop who did not know any better got back to his feet and aimed his gun at Spider-Man.
"Hold your fire!" George ordered, but it was too late. Spider-Man got shot in the thigh.
Despite his injury, Spider-Man used his web to seal the wound and prevent major blood loss.
Oscorp Tower.
Gwen's and Eunice's eyes both widened when Connors and several other lizards following him entered the room.
Had Gwen never obtained the Omnitrix, it would have felt like a horror movie scene in which one of the attractive girls got killed, and her only way to delay Doctor Connors would have been to hide in a supply closet with the cloud machine and a makeshift flamethrower.
She needed to confront those lizards and fix their DNA without getting them or herself killed. She could fix the DNA of the ones in the room in one go, but there could be more, which would drain her watch. Her only choice was to fight and fix them one by one with short breaks between "sessions" and protect the cloud machine.
The fire suppression system limited her choices of alien forms.
Heatblast was the alien she was least experienced with, and with barely enough oxygen to stay on her feet, she wouldn't get more than durability.
Fourarms can handle maybe 5 lizards with her current experience, and that is if the ones in police uniforms forgot how to fight upon transforming. But the greater oxygen consumption of the form would make her collapse in a minute.
Diamondhead's durability would have made it impossible for the Lizards to harm her, but she never learned how much oxygen that form needed. She assumed it was lower than a human's, but she could not guess as the Lizards got closer.
XLR8 can move faster than they can think or react, but as Gwen remembered, she always breathed quickly in that form while running without her mask. Keeping it on the whole time would be necessary.
Ripjaws can outbreathe those Lizards as long as her rebreather is intact, but she is not the best form for land combat.
Stinkfly can survive in lower levels of oxygen, and she can immobilize her foes long enough to fix them, but her flight room is too small in this lab.
Greymatter is Gwen's favorite alien due to her intelligence, but she could not imagine her beating all those Lizards without preparing ahead of time.
AmpFibian can overwhelm her opponent's nervous system, but high-scale regeneration can counter that.
Wildmutt could injure the Lizards, but Gwen doubted her ability to beat even one of them, let alone slow down a large group.
That left Upgrade: her most versatile and capable alien. She needs no air to function, can regenerate even faster than the army of reptiles, attack from both close and long range, and utilize the technology around her.
She activated the Omnitrix as the Lizards surrounded her but was quickly grabbed before she could press the core.
Connors, the primary Lizard, grabbed the cloud machine and stepped outside alone, "Don't harm her or her brunette boyfriend," He ordered. He would have infected her with another vial of his serum, but he had only one left, and he needed it to transform the entire city. Moments before he left, Connors noticed the active compounder in the room and broke it several seconds before the antiserum was complete, much to Gwen's dismay.
The other Lizards nodded and kept a firm hold on the Genetic Morpher as she glared at her boss. Seeing Eunice shaking and flickering, Gwen finally paid attention to the beeping sound from the Omnitrix. She closed her eyes and felt her connection to her watch, hoping she could give it a mental command.
[Genetic damage has been detected. Should we attempt to repair it?]
Although it could not act on her mental commands, the Omnitrix felt the risk to its user and the mutations around it.
The Lizards looked at Gwen's wrist as she smiled at the ones she could vaguely recognize from her visits at her father's precinct, "Do it!"
The four Lizards who grabbed Gwen were covered in an emerald glow before shifting back into their human forms without any sign of scales or tails. The other 20 Lizards charged at her, but not before she reached her Omnitrix and hit the core. She intended to turn into Upgrade, but with the heat of the moment, she did not have time to twist the holographic ring from the alien she ended up transforming into.
The green flash hadn't even faded when she saw the reptilian cops continuing their momentum in slow motion. XLR8's mask came into place, giving her the necessary air supply and the wind resistance to beat them up properly.
Oscorp Tower's roof.
Lizard installed the cloud machine onto Oscorp Tower's top antenna and loaded the Lizard Serum.
"Detonation in T-minus 10 minutes."
Fighting as XLR8 was easier than she expected. All she had to do was dodge claws and tails while the Omnitrix reversed the Lizard serum's effect on the cops Connors enslaved. She thought she could get it over with and chase Connors when one of the Lizards unknowingly faced Eunice.
Eunice screamed in horror at the sight of the remaining Lizards surrounding Gwen and one of them standing before her. Her projection glitched and flickered until it shattered like a broken window with her scream echoing in the room.
"Eunice!" XLR8 stopped in her tracks. It was a grave mistake. One of the remaining 3 Lizards tackled her to the ground and struck her mask enough times to rip it away. She felt funny and saw the enslaved cop looking at her weirdly. She blocked his next strike only to notice that she was no longer XLR8. She was Ripjaws. Before she could figure out how she transformed, the other two Lizards pinned her arms to the side and the main attacker prepared to claw her gills. She had to act quickly. The middle Lizard screamed in pain and got off Ripjaws with a missing leg. Ripjaws then separated her tail into two legs and attempted to kick the other two, only to transform uncontrollably again.
Stinkfly's tail struck right between the two lizards as she instinctively took flight. She could finally dedicate an eye to looking at the Omnitrix and saw sparks stopping coming out of the alien device. Eunice's possible death probably broke the watch again. She will mourn later if she makes it out alive, but she has to cure these three and stop her former mentor.
Despite having three eyes on her three enemies, she was still distracted by her friend's possible demise and her unpredictable situation. She cured one more Lizard before the other two caught her.
What happened next could give any sane person nightmares. Stinkfly was mortally wounded. She could barely breathe, see, or move. She missed three of her four eyes, a wing, two of her four legs, and an arm, and her exoskeleton was broken in more places than it was intact. Despite her fear and pain, she still tried to stand. She had only a minute left in that form and didn't want to guess what would happen next. Still, she had to make that minute count.
Spider-Man tried to swing as fast as he could but was still too far. Injured, he could not maintain balance or shift his weight correctly. He found himself looking at how far Oscorm Tower was while reapplying webs to his wound on the hospital's roof.
"Oh, man..."
Inside the hospital.
"We are now getting the latest details. This is just coming out," A reporter announced, "New York's police department calls for a city-wide evacuation of everything south of 64th Street. If you are south of 64th Street, you have to move out of the area immediately."
"Oh, Ben..."
May stayed close to her husband.
"Spider-Man appears to be on his way to Oscorp Tower," Another reporter joined, "He looks injured, and it doesn't look like he will make it."
To Be Continued...
Author's Notes:
I don't think people remember this, but I established in Chapter 5 that Peter finds Stinkfly attractive and gets hormonal around her smell. I laughed a lot when I wrote the part where he was tempted to eat her.
Now, let's address the lizard in the room.
So, yeah... I wanted Lizard to see himself as a hero. From his perspective, he accidentally hurt Peter in the last chapter. He still hates his evil, manipulator, and homeless-beating boss, but after tasting power for the first time, he becomes more like him. To be clear, Lizard's motivation is to cure the world by turning everyone into lizards, and he is reluctant to accept that some will die in the process.
On the other hand, Doctor Ratha was willing to kill as many people as he saw necessary if it could save Norman Osborn and serve as another way for Oscorp to make money.
Peter's suit looks like the TASM suit, only with these pouches.
If you recognized the inspiration from the deleted scenes so far, congrats, you are very observant. There are no more deleted scenes that I know of from this point that I plan to use.
I didn't describe how Stinkfly received her injuries or how long it took for her to get them because I want to keep this story in the T range, and I think I am already being too graphic with some details. I also showed Fourarms losing an eye, and I did not want to describe the rest of Stinkfly's suffering more than necessary.
Next chapter: It's Hero Time! Part 2. The last chapter before the epilogue.
If you want the sequels to be updated more often than this story, subscribing to my P-atreon can help. Remember, I plan to make a YouTube-exclusive section of this story later, and since that takes a lot of time to make, and I plan to hire female voice actresses for Eunice and Gwen, I could use the support.
This is all for this chapter. Amit Barabi, out.