Outside, George Stacy was walking to a helicopter when an officer approached him.

"Captain Stacy!" An officer said. "We have a confirmed sighting, sir. The Lizard's headed toward Canal Street."

"What about Spider-Man?" George asked.

"Inside the high school." The officer said.

"I want that Spider-Man off the street." George said, before entering the helicopter.

At night, the Lizard is walking down the street when a gunshot fired at him. He then realized that multiple cops were firing at him. He roared in pain until he collapsed to the ground. The cops slowly approached his unmoving form. They briefly saw his wounds instantly heal and his eyes opened. They didn't have time to react ad Lizard released a can of gas, immediately infecting them with lizard DNA.

At Oscorp, Gwen and Natasha had entered the lab Gwen began preparing the antidote.

"I'll guard the door." Natasha said. "Let me know when the cure is done."

"Right." Gwen said, as she swiped her card.

On the street, a sewer lid is shot open as a cab was driving near it. Spider-Man jumps and slides the lid back on the cover and leapt away.

On the street, the police force continues to fire at the Lizard as the creature unleashed more of his toxin in the air.

"The lizard creature has released a biological agent." The police radio reported. "All efforts to stop him have failed and he is now proceeding north on 7th Avenue. Over."

On the street, Spider-Man is trying to contact Gwen.

"Hi. Where are you?" Spider-Man asked.

"Peter, hi." Gwen said. "Me and Black Widow are at Oscorp."

"You both have to get out of there now." Spider-Man urged.

"The antidote is cooking." Gwen said.

"No, no, no. Connors is on the way." Spider-Man warned her. "He's coming to you right now. He needs the device. He's gonna infect the whole city!"

"There's eight minutes left." Gwen said.

"You're gonna wait eight minutes after what I told you?" Spider-Man asked, sarcastically. "People are gonna die. You leave right now. That is an order, okay?"

"I'll get everybody out." Gwen said.

"Did you hear wh...?" Spider-Man began, but Gwen hung up. "Gwen! Gwen! You Mother Hubbard. Are you serious?"

"He's heading south." A cop reported.

Spider-Man continued swinging from building to building until he saw a helicopter and swung the other way.

"Stand down now, or we will open fire." A cop said. "You are surrounded. There is no escape."

Spider-Man continued to swing as much as he could, avoiding their fire until a helicopter blinded him, allowing them to paralyze him with electricity and he fell to the ground. The police approached Spider-Man and handcuffed him. George Stacy knelt in front of him and pulled his mask off. The second he did, Spider-Man regained consciousness and took down the cops while covering his face.

"Freeze!" George said, causing Spider-Man to freeze. "Down on the ground. Your hands behind your head. NOW!" Spider-Man turned to face him and George saw that it was Peter. "Parker."

"It's headed to Oscorp! And your daughter's there right now." Peter said. "You gotta let me go."

Peter bent down to pick up his mask and put it on. He leapt away not knowing a cop aimed at him.

"Hold your fire!" George ordered.

But it was too late, as the cop fired and shot Spider-Man in the leg. He yelled at the pain for a bit before climbing over a building, leaving behind a bloody handprint.

"Well, Paul, if I didn't see it, I wouldn't believe it." A news reporter said. "I won't venture to say what it is crawling up... the north side of the Oscorp Tower, but clearly it is not human and it is very, very strong."

The Lizard crashed through the window which alerted Gwen and Natasha. Gwen got a nearby blowtorch and fire at the alarm which sent the entire lab in lockdown.

"We need time." Gwen said, looking at the monitor.

"Take the device, get in the closet and wait." Natasha said.

"Time remaining: one minute." The computer said.

The steel door was ripped open and the Lizard appeared. He searched the lab for the device and saw that it was gone. Black Widow hid behind desks to try and get the jump on him. Lizard smelled his surroundings before narrowing his eyes at a door. In the closet, Gwen kept silent until Lizard appeared and snarled. She screamed as he tore the door down. Natasha ran up to him to try and subdue him, but he was too strong and knocked her away. Gwen defended herself with a blowtorch but Lizard only cared for the Ganali device abd took it before walking away. Gwen stepped out and saw Natasha groaning, trying to stand. Gwen helped her up.

"Antidote complete." The computer said.

"I'll take the antidote and wait for Peter." Natasha said, grabbing the vial. "Get out of here."

"Please make sure he's safe." Gwen said.

"I will." Natasha answered. "Now go." Gwen ran to the elevator while Natasha made her way to the roof.

Spider-Man slammed into a window, clutching at his wound before looking ahead seeing he still had a long way to get to Oscorp.

"Oh, man." Spider-Man whispered.

"We're getting the latest details." A reporter said. "This is just coming in. The New York Police Department has called for a city-wide evacuation everything south of 54th Street. If you are south of 54th Street, you have to move out of the area immediately."

Spider-Man continued to make his way to Oscorp but his wound made it difficult to keep a fast pace.

"Spider-Man appears to be heading towards Oscorp." Another reporter said. "He looks injured and it's really not clear if he's gonna make it."

"That's the guy who saved my boy on the bridge." The boss said.

"Troy, they're clearing us out." His coworker said. "Something bad's going down in Midtown."

"Still friends with Matthews, that crane operator on 6th?" He asked.

"Yeah." His coworker said.

"Get him on the phone for me." He said.

"The cops are evacuating everybody." His coworker said. "Who the hell cares?"

"Get him on the phone for me." He snapped back before leaving.

Spider-Man jumped to the next building, but his wound made him fall on the fire escape. He heard people screaming as they ran and Spider-Man took a deep breath and kept climbing. He needed to get there, he had to save these people. This entire thing was his fault and now he had to fix it.

"Hey, Charlie, get me Enriquez on 54th Street!" Troy said.

"You got it." His employee said.

"Angelo, get your mug over here." He said. "Wolski! You're getting some overtime!"

"All tower cranes on 6th swing your jib arms over the avenue." A crane operator said. "Boom angles at 90 degrees. Spider-Man needs those big boys high and lined up. Let's give him a clear approach. Over."

Spider-Man made it to the roof and he kneeled there for a second trying to fight off the pain he looked up toward oscorp and his eyes widened. The cranes were moving, they were helping him, giving him a straight shot to Oscorp. He looked at his wound before putting a layer of webbing on it

"Come on, Parker." Spider-Man mumbled to himself.

Spider-Man began to run slowly before picking up speed and jumped, firing a web, but it missed it's target and he fell. A few moments later, Spider-Man actually grab on another crane before swinging away. Spider-Man swung overhead toward Oscorp. The lizard was already at the top of the tower programming the Ganali device. He used his webs to slingshot him upwards.

Gwen was leaving the building as George pulled ip. They kept going back and forth about Gwen telling about Spider-Man and Black Widow and George saying for Gwen to get in the car.

"Get in the car." George said.

"You don't understand!" Gwen yelled.

"Yes, I do." George said. "Your boyfriend is a man of many masks. I get it. Get in the car."

"Please make sure he's okay." Gwen pleaded.

George nodded as Gwen got in the car. George looked back at the building, taking a deep breath before going in.

"Initializing Ganali device." The computer said. "Detonation in T-minus two minutes."

Spider-Man swung around kicking the lizard from his perch. He tried to swing away but the creature caught his foot and pulled him down the both hit the lights and smashed into the ceiling rolling. Spider-Man was up right away but he wasn't quick enough as the lizard grabbed him throwing him off the building. He caught himself with his webs and crawled back up The Lizard was waiting for him but Spider-Man was quick he dodged the canister of liquid nitrogen and kicked the monster in the chest. He continued to dogde trying to get up to the Ganali device but Lizard was right behind him. He threw another canister and Spider-Man fell hitting the ceiling he moved toward the nitrogen, but the Lizard grabbed him his tail circling around Spider-Man's neck the hero choked as it tightened and the Lizard grabbed his wrists squeezing hard until his web shooters crumbled and dented around his wrists. He could harldy breath let alone scream as his wrists were crushed. And then the Lizard pulled off his mask and Peter glared.

"Poor Peter Parker." Lizard said. "No mother, no father, no uncle. All alone." Then they heard a shotgun get loaded.

"He's not alone." George said. Then they heard another gun being loaded.

"He has us." Black Widow said.

Lizard roared as Black Widow shot a hose connected to liquid nitrogen. Peter grabbed the hose before aiming at Lizard. His body began freezing as George fired his shotgun, taking parts of Lizard off.

"Detonation in T-minus 45 seconds." The computer said.

Peter threw the hose in a hole as he and Widow kicked him in it. George and Widow kept shooting both Lizard and the liquid nitrogen.

"Hey! Gift from Gwen." Natasha said, handing Peter the cure and continued shooting. "We got this, Peter! Go!"

"T-minus, 30 seconds." The computer said.

The liquid nitrogen stop spraying as Lizard began healing himself. Widow and George kept shooting even as Lizard got out. He knocked the guns away before attempting to stab Natasha, but George pushed her out the way, taking the blow instead.

"Detonation in T-minus 10 seconds." The computer said.

Lizard began to climb the antenna, damaging the support and almost causing Peter to almost fall.

"Nine. Eight. Seven."

Peter tried to keep track of vials to find the right one.

"Six. Five. Four."

Lizard leapt up to stop Peter, but he didn't know he had begun to switch the vials.

"Three. Two."

Peter had switched vial as Lizard pulled him down as the vials turned blue

"One."

Something shot from the device and into the clouds. Lizard smiled, thinking he won. After a few explosions, a larger one spread across the city. Lizard felt the effects and groaned in pain as the antidote started to turn him human.

"No. No!" Lizard yelled as he fell.

The antenna that the device and Peter were on began to crumble under the ice and started falling. Peter attempted to jump but only got a few inches before he landed on the roof and rolled down. He fell off the edge but didn't fall further as he saw the antenna plummet to the ground. He looked up and saw Black Widow, her hand strongly gripped around his wrist. She pulled him up as he helped and they saw Connors. His body reverting back to normal and his arm decaying before disappearing all together. He was in tears as his dream in ruined until he remembered.

"The captain." Connors said.

"Captain!" Peter and Natasha ran to George.

"The Lizard." George wheezed out.

"It's okay. We stopped him." Peter assured him. "Let's get you out of here. Come on." Peter tried to moved George, but the pain was too mich for him. "Okay, okay, okay. Look at me. Stay with me. Help's on the way, okay?"

"You need to..." George wheezed out. "You need to be gone when they get here. Okay?"

"I'm not going anywhere." Peter said.

"I was wrong about you, Peter." George said, through the wincing. "This city needs you. Here. You're gonna need this." He held Peter's mask, which he took. "You're gonna make enemies. People will get hurt. Sometimes the people closest to you. So I want you to promise me something, okay? Leave Gwen out of it. Promise me that. You promise me."

Peter nodded as George drew his final breath. Peter fought the tears that were threatening to spill out and let out a cry of anguish before standing near the edge, looking over the city. Natasha, who was watching the whole thing was standing nearby before she stood next to Peter as well.

"Are you gonna be ok?" Natasha asked, to which Peter nodded slowly. "C'mon, let's get you home."

"An eerie calm has set in over New York City." A news reporter said. "Apparently, some sort of aerosolised antidote was launched from Oscorp Tower, which seems to have counteracted the biotoxins. Residents of Lower Manhattan can rest peacefully knowing that the alleged mastermind of this terror plot, Dr. Curtis Connors, is behind bars."

May was in the kitchen cleaning until she heard the door opened and saw Peter standing there even more bloodied than when saw him the other night. Peter walked up to her and dug in his bag. He pulled out the carton of eggs she wanted. May then pulled her nephew into a hug.

"Sweetheart, it's all right." May said.

"Rough night." Peter mumbled.

"It's gonna be all right." May said.

Peter briefly glanced out the window and saw Natasha smile for a moment before she left. Natasha herself took a deep breath before she drove away. She had a lot to debrief Fury on.

This message is for the few reviewers claiming they are digital artists who wish to create art based on my stories. First off, it's nice that all of have found my stories enjoyable to the point that you want to make art out of it. Having said that, I am unfortunately not in a secure enough financial state or place to commission art from you guys. If you want my permission to make art based on my stories, you can, but I won't be able to pay you. Writing this is difficult because I feel guilty, almost like I'm some cheapskate, but it is what it is. Anyway, again, if you guys still want to ask my permission or want any ideas from me about the art you want to make, then private message me and we'll talk about it some more. I hope you guys understand and thank you again for the support.

As always, let me know your thoughts.