The Story Continues
A Spider-Man 2 Novelization By Scarlet

She looks at me every day. To you, it's just a billboard for Emma Rose Parfumery. To me, it's a chance to stare every day into the eyes of the most beautiful woman in the world...Mary Jane Watson. The woman I love with all my heart. Oh, boy. If only she knew how I really felt about her. But she can never know. I made a choice once to live a life of responsibility, a life she can never be a part of.

Who am I?

I'm Spider-Man, given a job to do.

But I'm also Peter Parker. And I've also got a job.


"Parker! Stop!"

Peter Parker took his eyes off the huge billboard of MJ's face that watched his daily travels down Bleeker Street at the sound of an all-too-familiar voice...

...Rahi Aziz, owner of the dingy rat-trap health code violation known as Joe's Pizza, who was standing on the sidewalk outside his shop, waving his arms frantically as he tried to get Peter's attention and hoping desperately to avoid being run over by the absent-minded delivery boy's beat-up moped.

Peter slammed on the brakes to avoid hitting Aziz, then had to do a quick balancing act to avoid taking a tumble over the handlebars. Not that Peter wasn't used to balancing acts, but he was usually only good at them under his mask. Balance in his real life? Now that was laughable.

"You're late!" Aziz snapped. "Always late!" He turned on his heel and marched into the pizza shop.

"I'm sorry, Mr. Aziz," Peter said, parking his bike and following his boss. "There was..." A bank robbery, with three gunmen, and a shootout with police, that I singlehandedly stopped, but that's really not what you want to hear right now. "...a disturbance." He discreetly tucked away the hint of red fabric adorned with black web lines that was sticking out of his jacket pocket.

"A disturbance," Aziz mocked. "A disturbance. Always with you, a disturbance." He gestured toward the clock on the wall, a massively oversized analog clock surrounded by a neon sign spelling out "29 Minutes Or It's Free Guaranteed". "Twenty-one minutes ago, an order came in from Harmattan, Burton, and Smith for eight extra-large deep-dish pizzas. In 8 minutes, I am defaulting on Joe's 29-minute guarantee, which means that not only will I not get paid for these pizzas, but I will lose the customer forever. Which means that I am counting on you..."

Peter's eyes widened. He'd delivered to Harmattan, Burton and Smith enough times to know that they were located in the Woolworth building, and the Woolworth building was practically on the other side of the city from here. Surely Aziz wasn't going to ask him to...

"...to get these pizzas 42 blocks uptown in seven and one-half minutes," Aziz continued as he stacked pizza boxes on the counter, "or your ass is fired." He sighed. "Peter, you're a nice guy. But you're just not dependable."

Peter looked horrified. There was no way to get 42 blocks in 7 minutes on a good day, but at the tail end of the noon rush? It couldn't be done. He was as good as fired...

"Go!" Aziz insisted.

...but he had a job to do. Peter grabbed the stack and rushed off.


The traffic was even worse than he imagined. Peter wove his moped between cars, dodging cabs, pedestrians, car doors, etc. But he still wasn't even close to his destination. He looked overhead and saw the signal light changing and gunned the bike...

...and his spider-sense shouted out a warning that acceleration wasn't the smartest thing he could do at that moment.

He swerved on a dime, just missing being flattened by the city bus that was speeding through the intersection, but now he was way off course, under a clock whose face read "Tempus Fugit".

Time flies. How appropriate. Then he saw the time that was flying by at that moment.

Two minutes left. No way to make it by conventional means.

He left the bike hidden away between two buildings, then raced across the street, the stack of pizzas still bungeed together and tucked under his arm, and yanked off his helmet as he darted down an alley.

A passerby wondered where the pizza guy was going in such a hurry.

Then, a very familiar streak of red and blue swung out from the alley, carrying the pizzas, flying on a webline over traffic and slinging away, shouting "Woo-Hoo!" as he went.

"Whoa!" the passerby shouted. "He stole that guy's pizzas!"


In the air, Spider-Man made up the blocks easily; now he was just one, maybe two more long web shots from his destination. He'd make it in time...

...unless something stopped him. Something like two kids chasing after their ball that had bounced into the street. Something like the delivery truck barreling down upon them...

Spider-Man tossed the pizzas into the air in the general direction of a rooftop, then shot a new web and swung down toward the kids.

He scooped them off the street with just inches to spare. "Gotcha!" he announced as he lightly touched down on a corner. "Remember, kids," he scolded them just like Uncle Ben had scolded him as a child, "no playing in the street."

"Yes, Mr. Spider-Man," the pair answered in unison.

Spider-Man gave them a salute, then leapt into the air and webbed away. Now...where did I leave those pizzas?


A block away, a tired Manhattanite wondered if maybe some higher power really was listening to him wondering what in the world he was going to do for lunch, because sitting on the edge of his balcony was a neatly-bungeed bundle of eight deep-dish pizzas. And boy, did they smell good...
Aha. There they are. Spider-Man swung toward them.
The man had just dug into the top box for a slice when a streak of red and blue whisked by him and swept away the entire stack. Hey, he stole my pizzas! the man thought, then shrugged and started to take a bite of the slice...

...only to have it snatched away from him by a spider's web.


The receptionist for Harmattan, Burton, and Smith was watching the clock and wondering where in the world that cute-but-irresponsible pizza delivery guy was when she suddenly heard a "thump" coming from around the corner. Hm-m. Something must have fallen over in the janitor's closet again.

More clanks and thumps and crackles came from the closet. She leaned over and tried to get a better view, but the closet was just out of viewing range.

Just as well. Peter wasn't too pleased that his normally quiet entry point had been overstuffed with tools that were now falling out of the closet and on top of him every time he tried to close the door. Good thing the receptionist's desk was just out of sight range, because otherwise his cover would be blown to smithereens. Which was what he wanted to do to these mops and brooms that kept getting in his way.

Finally, he managed to get the door closed, took a second to gather himself, then picked up the stack of pizzas and marched over to the receptionist's desk. "Pizza time!" he announced merrily, setting the pizzas before her.

The receptionist noisily cracked her gum and gestured with her eyes to the clock on the wall...

...which showed 2 minutes past the hour.

"You're late," she said curtly. "I'm not paying for those."

Peter's face fell, and all traces of merry attitude vanished instantly. That was it. He was going to be fired. He knew it. All that rushing and hurrying and heroism and battling with cleaning equipment...for nothing. Not even a tip.

Glumly, he detached his bungee cords from the stack of pizzas, gave the woman a polite smile, and trudged away.


"Joe's 29-minute guarantee is a promise, man," Aziz complained, justifiably upset that he'd been forced to give away eight pizzas yet again. "Now I know to you a promise means nothing...but to me, it's serious."

Peter was crushed. He wished he could make people understand what a real commitment to a promise he'd personally made. But no one could ever know. And because of that, he knew the next words out of his mouth were going to sound hollow. "It's serious to me, too, Mr. Aziz."

Aziz wasn't hearing any of it. He'd heard it too many times before. "You're fired," he snapped.

Peter's stomach did a flip and he felt himself turning green. Personal disappointment he could deal with, but the emptiness in his wallet was something else entirely. "Please, Mr. Aziz, I need this job..."

"You're fired," Aziz repeated.

"Just give me a chance!"

Aziz stared at him...at those big blue eyes, that almost childlike plaintive expression begging him for just one more chance. But those eyes and that expression had begged before, and he'd fallen for their hollow promises too many times. He reached out and ripped the "Joe's Pizza" sticker off of Peter's red motorcycle helmet, then turned away.

Peter sighed, then settled into a dejected acceptance. Maybe it was just as well. At least now, he might actually be able to make it to his other commitments on time.


"You're fired." J. Jonah Jameson looked over the top of Peter's photograph portfolio and scowled. "Hello? Parker?"

Peter emerged from his contemplation of how bad his life was becoming lately and frowned. What did J.J. just say?

"You're fired," Jameson repeated, as if he'd heard Peter's internal dialogue.

Fired? Again? He'd been fired and unfired enough times by Jameson to not put too much stock in his bluster, but he really needed this job right now. "Why?" Peter asked aloud.

"Look at this," Jameson said, waving his hands over the portfolio dismissively.

"Mr. Jameson...," Betty Brant said as she started to rush into the office.

"Not now!" Jameson snapped.

Betty retreated.

"Look at this crap," Jameson continued. "Dogs catching Frisbees...pigeons in the park...a couple of old geezers playing chess..."

Robbie Robertson stormed into the office. "Jonah...six minutes to deadline and we still have no front page..."

"I'll take care of it," Jameson cut him off.

"I just thought the Bugle could show a different side of New York for a change," Peter insisted.

"I don't pay you to be a sensitive artiste," Jameson reminded him. "I pay you because for some reason that lunatic Spider-Man will pose for you."

Ah, yes, back to the Spider-Man discussion again. For two years now, J. Jonah Jameson had been waging a one-man PR campaign through The Daily Bugle to turn the city against Spidey, using Peter's pictures as backdrop. And Peter was getting tired of participating in smearing his own name. "Spider-Man won't pose for any more pictures," he retorted. "You've turned the whole city against him."

"A fact I'm very proud of," Jameson crowed.

Betty Brant tried once more to rush in.

"Still not now!" Jameson snapped again.

Betty retreated.

"Five minutes!" Robbie insisted.

"Please, Mr. Jameson," Peter asked, "isn't there any of these shots you can use? I really need this job..."

Jameson gave Peter a mock-hurt expression. "Aw...Miss Brant?"

Betty rushed in. "Yes?"

"Bring me a violin."

Betty rolled her eyes and left the room.

"Now," Jameson snapped to Peter, tossing the pictures at him, "get your pretty portfolio off my desk before I go into a diabetic coma."

The phone buzzed. Jameson picked it up.

"Mr. Jameson," Betty said in an impatient tone over the intercom, "your wife is on line one. She says she's lost the checkbook."

"Thanks for the good news!" Jameson beamed, then slammed the receiver down.

"Page one!" Robbie interrupted again.

"Here's your page one," Jameson said, gesturing across the sky as if he were writing the headline. "Picture of a rancid chicken. Headline: 'Food Poisoning Scare Sweeps City'."

"Some food got poisoned?" Ad Manager Ted Hoffman asked, poking his head into Jameson's office.

"I'm feeling a little nauseous, yes," Jameson responded.

Peter couldn't stand it any more. He was feeling just as nauseous, but he was also feeling very broke. "Here, Mr. Jameson."

Jameson looked at what Peter had pushed across the desk--a grade-A picture of Spider-Man saluting a group of policeman as a web-tied criminal hung from a nearby wall. "It's terrible," Jameson muttered, then handed the picture to Robbie Robertson. "Here's your page one, Robbie. Headline: 'Masked Menace Terrorizes Town'."

"I told you, he's not a menace!" Robbie insisted.

"And I told you...," Jameson said in a threatening tone.

"I'll take care of it!" Robbie left the room in a hurried huff.

Jameson snorted derisively, then pulled out a cash voucher and looked at Peter as if to say 'bout time you did the right thing for once. "I'll give you $150."

"$300," Peter replied, offended at Jameson's tightwad offer. He did still have some pride left, however battered and abused it was.

Jameson looked taken aback. "That's outrageous!" Then he scribbled a number on the voucher. "Done." He tossed it at Peter. "Thank you--bye-bye."

Peter resisted the urge to web Jameson to his chair or gum up his cigar lighter, finally deciding it would just be better if he left the room. He headed over to Betty's desk and handed her the voucher.

"Hi, Pete," Betty greeted warmly, then frowned as she looked at the total. "Oh...I'm afraid this doesn't cover the advance I gave you two weeks ago."

"Oh," Peter realized, trying to cover his disappointment. He'd asked for $1000 to pay his rent and buy his books for the spring quarter, and he was still a couple of photos away from being back on the black side of the ledger. "Right." He turned to go.

Betty sensed his falling spirit and wished she could do more, but there was just no way. As tight-fisted as Jameson was, he'd notice even one penny missing from the cash box. "Hey," she said.

Peter turned back toward her.

She stood up and gave him a playful poke under the chin. "Chin up," she said as she did. Then she headed into Jameson's office to try to get him to talk to his wife.

Peter sighed, then tried to look on the bright side. If he left right now, he might actually be able to make his afternoon classes on time.


The central plaza at Empire State University was full of students hurrying to their next classes. One seemed to be a bit more harried and hurried than the rest.

Peter was running toward Hamilton Hall, knowing he was on the verge of being late yet again for a class he couldn't afford to fail if he wanted to keep his scholarship, when he suddenly ran headlong into a student and his books fell to the ground.

"Watch it, jerk!" the young woman snapped as she rushed away.

Peter frowned. He never ran into people any more. Normally his spider-sense warned him when anyone or anything was in his way. But he was so distracted right now it could have warned him a multi-legged monster was about to step on him and he probably wouldn't have heard it. He gave a sigh and started gathering his books.

A student's book bag smacked him in the back of the head.

Jeez, when it rains, it pours, he groused to himself, then started to gather the books again.

And got smacked again by another backpack.

Dammit. He glared at the back of the student who'd run into him, then stacked the books up with a hard "thump" and got to his feet...

...and ran headlong into yet another person.

It took Peter a second to realize who he'd run into. "Dr. Conners!" he said with surprise.

Dr. Curt Conners looked at the frazzled young man before him. "Where are you headed, Parker?" he asked in the same tone fathers often used when asking their tardy children why they'd been late getting home from school.

Peter wondered why in the world Conners would be asking him that question, because it should be obvious where he was going at this time of day. "Your class, sir."

Conners gave a tug to his overcoat to pull it back onto his right shoulder, where only the stump of an arm was able to hold it in place, and shook his head. "My class is over," he informed Peter, holding up his wristwatch as he pulled the coat into place. "See me standing here?"

Peter's eyes caught the time on Conners' watch. Late again. He groaned mentally. "I'm sorry, sir. I'm trying...I want to be here..."

"Then be here!" Conners interrupted. Then he sighed an almost paternal sigh. "Look at you, Peter. You're always late, your grades have been steadily declining, you always appear exhausted..."

Peter slumped again. It was just like being called on the carpet by Uncle Ben. Not that he didn't miss being called on the carpet by Uncle Ben, but it wasn't the feeling he wanted to have right now.

"Your paper on fusion is still overdue," Conners reminded him.

"I know," Peter said, grateful Conners hadn't outright flunked him over the missing paper. "I'm planning to write it on Dr. Otto Octavius..."

"'Planning' is not a major at this university," Conners interrupted.

Well, actually, it was, Peter noted to himself, but now was not the time to argue semantics. Besides, it wasn't like he'd be able to handle Urban Planning any better than Physics right now.

Conners shook his head and started to walk away, then stopped and turned back to Peter. "Octavius is a friend of mine. You'd better do your research."

Peter nodded. When he was going to have time for research was beyond him, but he nodded for the sake of keeping up appearances.

"Get that paper done," Conners warned him, "or I'm failing you." And with that, the frustrated professor walked away, leaving an equally frustrated student behind.


It was dark by the time Peter arrived in Forest Hills, late--as usual--for a promised dinner with Aunt May. The house was dark, but her car was still there. Maybe she'd gotten exasperated with him and left him behind. Wouldn't surprise him. It'd be the perfect end to the not-so-perfect day. He parked his moped on the sidewalk by the front steps, then fumbled through his pockets for his housekey. With his luck, it had fallen out on one of his many changes of clothes through the day...

Then he found it. Oh, good. At least one thing was going right today. He unlocked the door and headed inside.

"Surprise!" came the shouts of three familiar voices, and the lights came on.

Peter looked slightly confused. "What's the occasion?" he asked as he headed for the dining room.

Everyone laughed. "Oh, really, Peter," Aunt May teased. "It's your birthday."

Oh, right. His birthday. His 20th birthday. He'd probably have noticed a little sooner if he'd actually been paying attention to such things as what day it was on the calendar. Of course, the streamers and confetti and decorations in the dining room might have at least offered a little clue if he'd looked hard enough.

"He's off in his own little world," one of the two guests commented.

Everyone laughed...even Peter, though he wasn't sure why he was laughing at his own expense. Maybe because it was either that or burst out crying in frustration over another year of his life gone by with no real ability to make any aspect of it his own any more.

"Happy birthday, dear," May said as she kissed him on the cheek. "It's still your birthday...whether you want to remember it or not."

The two other guests laughed along with Aunt May. It was then that Peter realized who they were...

...Harry Osborn, his best friend and self-proclaimed mortal enemy of Spider-Man...

...and Mary Jane Watson, love of his life who he'd spurned two years ago because him being Spider-Man would have put her in constant danger.

The two of them standing there were a reminder of just how much his life had changed in two short years. Two years ago, MJ wouldn't have even given him the time of day, much less shown up at his birthday party. And back then, Harry was his right-hand man, his best friend, the guy who'd gladly give his right arm and some of Daddy's allowance to you if you'd just get him through high school biology.

How things had changed.

"Well?" Aunt May teased. "Say something!"

"Uh..." Peter struggled to think of what to say. "Thanks." Then he turned his attention to his friends. "Hey, MJ."

"Hi," she said, practically beaming at him.

"You're looking good," Peter continued, making his latest entry in the Understatement Of The Year contest.

"Thanks," MJ replied, blushing slightly.

For a moment, the two of them just looked into each other's eyes, each wanting so much to say something to the other but neither knowing exactly where to begin.

Harry broke the silence. "Hey, buddy."

Peter was grateful for the interruption. "Hiya, Harry."

The two men shook hands.

"Um..." Peter tried to think of what to say to two people from whom he had so much to hide. He decided to try talking to MJ. At least she didn't want to kill him. Not that he knew about, anyway. "So, how's the play going? I read a great review..."

MJ smiled like a giddy schoolgirl. At least he'd noticed. It was a sign that he at least still thought about her occasionally. "It's going great."

"She's terrific in it," Harry interjected.

MJ giggled and blushed. "Harry sent me roses," she said, trying to sound casual.

Of course he did, Peter mused. He doesn't have to worry about where his next rent check's going to come from, and he still has the hots for you, and unlike me, he can actually do something about it. Still, though, it was good to see her again, even if he couldn't see her the way she wanted him to. He kept smiling at her, hoping he didn't look as goofy as he felt right about now.

"So," Harry said, never having met a conversation pause he couldn't interrupt, "whatcha been up to lately, pal? How come you don't return my calls?"

There was a very good reason for that--Peter didn't much like talking to people who wanted him dead. He encountered enough of that on a daily basis without willingly calling someone for more abuse. "Been kind of busy," he finally said aloud.

"Taking pictures of Spider-Man?" Harry replied, a cold and accusing edge in his tone.

That edge set Peter's spider-sense tingling. Harry was looking--and sounding--more like his father, the late and not-so-lamented Norman Osborn, with each passing day. And that was not good, considering his father had also been an insane supervillain that the Bugle had dubbed "The Green Goblin".

"How's the bug these days?" Harry asked, still cold-voiced.

Peter tried to decide whether he should answer or ignore the question. Neither was a particularly good option when everyone in the room was staring at you and wishing you would be more open with them.

"The less said about that man," May interrupted, handing out glasses of punch, "the better off we'll all be."

Oh, great. Even Aunt May hated Spider-Man. Just what Peter needed to hear right then.

"Now," May said, "let's have a party."

"I'll get the hors d'oeuvres," MJ offered.

The women retreated to the kitchen.

"So..." Peter tried to find a subject other than Spider-Man to talk about. Not the easiest of things, since he really didn't have anything in his life other than Spider-Man right now. He decided to take the simple approach. "How's OsCorp these days?" he asked Harry.

"It's going great," Harry bragged, always ready to toot his own horn and show off for any audience at any time. "I'm in charge of Special Projects now."

Well, that seems appropriate, Peter mused, seeing as how you wouldn't know the difference between an electron microscope and an electric guitar without me bailing you out every time you got behind in science class. It was probably the only thing the OsCorp board could think of to do to get you out of the way of actually running your father's already-failing business into the ground. He tried to keep that thought from changing the expression on his face.

Harry was too wrapped up in himself to notice anything awry in Peter's demeanor. "We're funding one of your idols--Otto Octavius."

That got Peter's attention. "Really? I'm writing a paper on him."

"Would you like to meet him?"

Peter hoped his eagerness wasn't too visible. "You'd introduce me?"

"For you, buddy? Anything." Harry puffed out his chest with pride. "Octavius is going to put OsCorp on the map in ways my father never even dreamed of."

"That's nice, dear," May interrupted, putting a plate of cookies on the table. She patted Harry's shoulder. "Your father would be so proud of you, God rest his soul."

He's probably resting somewhere other than with God, Peter started to muse, then quickly dismissed that thought. Not that the world wasn't better off with Norman Osborn no longer in it, but it was still sacrilegious to speak ill of the dead. Even dead supervillains.

Then he noticed MJ was standing behind Harry, looking for all the world like she wanted to say something to Peter.

Boy, did he want to say something to her, too. But he couldn't. It just wasn't possible. As much as he wanted it to be, it wasn't possible.

"MJ, come help me with this," May said from the kitchen.

MJ broke eye contact with Peter and left the room.

Harry noticed the dynamic. "She's waiting for you, pal," he told Peter knowingly.

Peter tried to play dumb. "What do you mean?"

"The way she looks at you. Or doesn't look at you. The whole thing. She wants you, pal. You ought to go for it."

If only Harry realized how much he wanted to. "I don't really have time for girls these days."

"What, are you dead?" Harry laughed as he took a seat at the table.

"Been kind of busy," Peter repeated. It was just an excuse, and he knew it, but there was nothing more he could say. Besides, it was at least a version of the truth.

"Taking pictures of your friend?" Harry replied, this time the edge in his voice as sharp as a bayonet.

This time, the spider-sense sent more than a chill through him. Peter felt himself stand a little straighter and more resolutely against the archway, trying to stop himself from climbing the walls to get out of the line of fire from Harry's icy glare. "Can we get off that subject, please?" he said, desperate to salvage what he could from the wreckage of his former life. "I want us to be friends, Harry. I want us to trust each other."

"Then tell me the truth," Harry said coldly. "If you knew who he was...would you tell me?"

Peter couldn't answer.

And from Peter's non-answer, Harry got his answer.

Peter looked away.

Harry got up from his chair and turned away too, as the chasm between the once-inseparable friends once more widened.


PRE-EVICTION NOTICE.

That was the bold print at the top of the mail Peter had spotted on the counter. He still got some of his mail here, so he'd been about to go through the stack to find his own mail when he spotted this little gem. Oh, boy. Here he was, bemoaning his own job and school troubles, and Aunt May was about to get tossed to the curb. He found himself thinking about Uncle Ben again, about how much blood, sweat, and tears Ben Parker had put into this crackerbox to turn it into a home for his wife and his nephew and how he was likely spinning in his grave right about now at the very notion of a letter like this being anywhere near his house. If Uncle Ben were still alive, he and May might have struggled financially, but they wouldn't let this house go without a fight...but if Uncle Ben were still alive, a lot of things would be very different. Yet another burden for him to take on his shoulders. Aunt May had always said that God never gave anyone more than they could handle, which meant it was a good thing he had spider-enhanced strength, because he was sure being asked to handle a lot right now. He glanced at the time.

It was well after ten. The guests--all two of them--were gone. And Aunt May was asleep at the table. He took her small, frail hand in his strong, muscular hands, the circular scar atop his right hand bearing a constant reminder of how much life had changed in two years.

"Oh...Ben...," May whispered.

Peter felt himself stiffen. He'd never really thought about how much Aunt May must miss Uncle Ben, but here was a visible and vocal reminder that the loss still haunted all of them.

"Oh, wait," May realized as she awoke. "Peter?" Then she looked around. "Oh, dear. For a moment, I thought it was years ago." She laughed feebly. "Everyone's gone?"

He nodded.

"Did they have a good time?"

"I'm sure they did." He gently held her hand, wishing he could take away her pain. But he couldn't. Because he could never tell her the truth. It would destroy her.

"Well," she said, giving his hand a dismissive pat, "you'd better be getting home, too. You've got a long trip ahead of you. And I don't like to think about you on that...that scooter thing you drive."

She still worried about him. That made him feel good that at least someone still thought about him in positive terms. But it also reminded him of how bad things were for her. "I'm worried about you," he said. "You're so alone now." He hesitated, then decided to say it. "And I saw the note from the bank."

"Oh," she said, suddenly very interested in folding the cloth napkins. "That. So, I'm a little behind. Everybody is." She hurriedly got up from the table and headed over to the cluttered countertops to rearrange the mail, her purse, and anything else she could find as a distraction tactic. "Anyway, we needn't talk about that now."

It took Peter a minute to realize what she was rearranging everything to find. He started to move toward his helmet and jacket, to hurry out the door...

...but May turned around and took his hand. "Happy birthday, kiddo." She pressed a $20 into his hand--probably the only money she had in her wallet. "I know it's not much, but I want you to have it."

As much as Peter needed this money, he knew she needed it more. "No, Aunt May, I can't take this..."

"Yes, you can!" she snapped angrily, closing his fingers around it before he could react. "For God's sake, it's not much--I don't have anything else to give you--so take it! And don't you dare leave it behind!"

Peter rarely heard that kind of determination from Aunt May. He didn't know what the right thing to do was--he really needed this money, but she really did, too...

She interpreted Peter's confusion as confusion about her reaction. "I'm sorry," she said, crying. "It's just..." She straightened his sweatshirt jacket, as if he were still the little boy she'd cared for all those years. "I miss your uncle so much. It's hard to believe it'll be two years next month since he was taken from us. I miss him. I miss him so."

So do I, Peter thought, trying to stay strong. He could never allow Aunt May to see the real depth of pain inside him. Because it might reveal too much, something no one should see.

"I think to myself, sometimes," May continued, "that were I to ever face the one responsible..." She hesitated. "...I don't know what I might be capable of doing." Then she turned away, ashamed of her outburst. She'd always tried to be strong for Peter, because that was the way Ben would have wanted it. "Well," she said, walking back into the kitchen and reaching in the drawer for aluminum foil, "don't forget your cake."

At that moment, Peter wanted to forget everything. Especially the cake. Because it was an especially literal reminder that you can't have your cake and eat it, too.

Even when it was birthday cake.


Before he left, Peter did one last favor for his aunt, carrying the kitchen trash to the garbage cans, just like he'd done for years when he lived at home. Taking out the trash did hold at least one good memory for him--the memory of talking to the beautiful Mary Jane Watson about the future the night after his spider bite. How much things had changed for all of them since that night...

"Hey."

He turned around at the sound of that angelic voice. And some things have stayed the same. Maybe. "You're still here," he observed.

"Yeah," she said, getting up from her seat on the back porch of the house she'd grown up in but had long since moved away from.

He found himself wondering why she was still there. This was the night the show was dark--he knew at least that much from memorizing the play's schedule, even though he knew he'd never find enough time in his own frantic schedule to see it--but surely she had some place better to be tonight than standing by trash cans in a back yard in Forest Hills. Or maybe she didn't. He certainly didn't. "I saw your billboard on Bleeker Street," he commented, trying to find a way to strike up a semi-reasonable sounding conversation.

She gave him the same modest, shy look she'd given him two years ago when he'd wanted to take her picture at Columbia University's genetic labs. "Isn't it weird?" she said with a grimace. "I'm so embarrassed."

"Don't be," he replied with a broad smile. "I love it. I get to see you every day now."

They both laughed, and then there was an uncomfortable pause in the conversation...like there was in practically every conversation they'd had in the last two years. "I liked seeing you tonight," she finally said.

It was like an echo of his own thoughts. "Oh, boy, yeah," he whispered aloud before he could stop the words from escaping his lips.

MJ looked intrigued. "Oh, boy, yeah...what?"

Tell her, you fool. Tell her... "Uh...nothing."

She reached out and touched his cheek. "Is there something you want to say to me?"

He gasped involuntarily. She'd touched his cheek lovingly two years ago, too...as they stood in a cemetery by Uncle Ben's grave...

And then he remembered why he'd turned away back then. Because it was the right thing to do. The responsible thing to do. The only thing to do. "MJ..."

"Yes...?"

But that knowledge didn't make the choice any easier. Nor did it make the right words form in his mind faster. "I...I...was wondering if...if you're still in the Village."

That, clearly, wasn't what MJ had wanted to hear. "The Village."

It wasn't what he'd wanted to say, either, but there really wasn't any point in saying what he really wanted to say. "Yeah."

MJ sighed. "You're such a mystery." She took her hand off his cheek and turned away.

She's waiting for you, Harry had said. She's waiting for you...

"I'm seeing somebody now," she called over her shoulder.

That broke Peter out of his contemplation. He frowned. "You mean a boyfriend?"

She shrugged. "Well, I like him. A lot."

Maybe she isn't waiting for you. Peter caught himself before he let the thought go too far and attempted to contort his face into what he hoped was a supportive expression. "That...that's good. I'm happy for you."

She gave him a look that said she didn't believe one word of what he was saying. "You are?"

Damn, he wished he had his mask right about now. He hated that he was having so much trouble keeping her from seeing what was really on his mind. "Why wouldn't I be? That's just what you need. Companionship..."

"And maybe more."

He hoped she didn't see the huge gulp he just took, trying to swallow his emotions. "More?"

"Maybe." She sighed. "I don't know." She turned to go.

Stop her, you fool...stop her...do something...get her to turn around... "I'm going to come see your play tomorrow," he said.

That did it. She stopped and turned to face him again. "You are?"

He forced himself to smile. For her, he'd do anything. "I'll be there."

She smiled coyly. "Don't disappoint me," she warned.

"I won't," he promised.

She once more came over to him. "Pete..."

He stood there as she leaned in close...so close that if they moved only slightly, their lips would meet...just like they had on that glorious night in the rain two years ago...

"Happy birthday," she whispered. And then she walked away.

Peter forced himself to remember to breathe. Oh, boy, yeah.


An hour later, the contact high from his encounter with MJ wearing off, Peter trudged up the stairs of the run-down boarding house where he rented a room. He'd moved out of the loft he and Harry shared two years ago, even though Harry had told him he could stay as long as he wanted, because something about being indebted in any way to a man who had vowed to kill him--or rather, Spider-Man--was not particularly appealing to him. But with his inability to hold down a job for very long, paying rent was particularly precarious. So he'd moved in to this hovel about a year ago, into a room so small that he practically had to step outside to change his mind. At least it faced the street and had French-door-style windows, which made his spidery comings and goings easier. Maybe he should have come in that way tonight, because the stairs had a tendency to creak and announce the arrivals and departures of any residents...

"Rent!"

...which never failed to garner the attention of the landlord. Peter froze in place, then slowly turned around to face the music...and the landlord, Stefan Ditkovitch, whose open apartment door revealed that he was playing poker in his kitchen with his fellow Russian mobsters--er, friends--as usual. And Ditkovitch didn't look happy--as usual.

Peter forced a smile. "Hi."

"Hi?" Ditkovitch answered. "What is 'hi'? Can I spend it?"

"I'm sorry I'm a little behind...," Peter began.

"You're a month late again," Ditkovitch interrupted. "Again."

Peter thought fast. "I've got a paycheck due this week. I'll have it for you soon, I promise..."

Ditkovitch laughed derisively, as if he'd heard it all before, way too many times for his liking. "If promises were crackers, my daughter would be fat."

Peter looked across the kitchen at Ditkovitch's daughter, Ursula, a waif-like teen so skinny that she made Kate Moss look curvaceous.

Ursula, clearly crushing on their cute-but-irresponsible tenant, waved at him.

"Um...I'm really sorry, Mr. Ditkovitch," Peter continued, reaching into his pocket to show how cash-poor he really was, hoping for at least a little sympathy, "but all I've got is $20 to last the whole week..."

And before he knew it, Ditkovitch had snatched the $20 out of his hand so fast he'd have sworn the man had superpowers. "Sorry doesn't pay the rent," he chastised. "And don't try sneaking past the doorway any more. I have ears like a cat. And eyes like a rodent."

Yeah, I've always thought you had a rat-face, Peter's snarkier inner self commented. Fortunately, he only let that side of himself speak when he was covered in red and blue spandex. "Thanks, Mr. Ditkovitch," he forced himself to say politely.

Ursula, meanwhile, was still trying to get Peter's attention. "Hi, Pete," she giggled.

And at that moment, the whatever-the-heck was in those grimy pots on the stovetop spilled over and caught fire. Ursula banged her spatula against the flames and squealed.

And Peter just stared at the whole surreal scene as Ditkovitch slammed the door in his face.

Deciding he'd had enough weirdness for one night, he trudged down the hall to his room.

The room itself could be charitably described as "quaint"...or more accurately described as "butt-ugly". It was dingy, dark, and desolate, something Peter often mused was a reflection of how he himself usually felt. It was barely big enough for a small refrigerator, a single bed, a tiny desk, and a small sink, and the walls were so thin that he could even hear Ditkovitch's bad Russian folk music over the sound of the elevated train rumbling nearby. But on the bedside table were four things he held precious and dear, four things he made certain were always neat and clean and facing him.

They were four small portrait frames. Uncle Ben was in one.

Aunt May was in another.

The last picture of the three of them taken together, a reminder of a life that seemed so long ago, was in the third.

And in the fourth, the only spark of light in his dark and dreary present-day life, was MJ.

Peter plopped down onto his bed, tossed his backpack aside, and gave a hard sigh as he turned to face the pictures. Happy birthday, he sarcastically told himself before collapsing onto the pillow and fading off to sleep.


Contrary to what Peter sometimes wished, the sun did indeed come up the next morning, though far too early for his tastes. But he had a lot on his agenda today, not the least of which was meeting Harry Osborn so that they could pay a visit to Otto Octavius together. That meant he needed to get up and get moving.

Unfortunately, there was only one bathroom in the boarding house. And likely there was already someone in it. You pretty much needed to stake out the bathroom as if you were a cop staking out a suspect in order to get time in the shower. Nevertheless, Peter gathered up his toiletries and headed down the hallway to try his luck.

The door was closed. Peter gently rapped on it. "Hello?"

Before anyone could answer, Ditkovitch breezed past him and walked into the empty bathroom as if Peter weren't even there. Perfect. It's going to be one of those days. Of course, why I would even think to hope it would be different is beyond me...

Just then, the door opened again. "Rent?" Ditkovitch asked.

This time, it was Peter who closed the door in Ditkovitch's face.


Across town several hours later, after he'd been late for class again and late meeting Harry at OsCorp despite his best efforts, Peter was trailing a couple of steps behind Harry as the young heir flung open doors and breezed into the massive warehouse-turned-laboratory on the East River as if he owned the place. Which he didn't, but he was funding the activities that went on here...specifically the molecular fusion research of Dr. Otto Octavius, who was at that moment deeply engrossed in the details of a crucial piece of nanocircuitry, focusing on it through a pair of polarized lenses with jeweler's loupes attached.

"Nobel Prize, Otto," Harry called out in greeting as they strolled into the lab. "Nobel Prize. We'll all be rich!"

Octavius jumped slightly, then put down the circuit and removed his glasses, forcing himself to return to the here and now. Time to make nice to the man with the money--even if he did think Osborn was the most ignorant human being on the planet. Heck, he'd talked to houseplants that were probably smarter than Osborn. But without OsCorp's money, Octavius' lifelong dream of building the world's first self-sustaining fusion reactor would never come true, so he had to do the right thing and put on a happy face. "It's not about the prizes, Harry," he remarked, crossing the room to shake Harry's hand.

"But you need the money...and you need OsCorp," Harry commented, dishing out oily false charm so smoothly that Norman Osborn would likely have been proud...before he sneered that Harry wouldn't know a Nobel prize from a Noble Romans pizza, that is. He gave a gesture toward Peter. "Otto, this is that friend I was telling you about, the guy who got me through high school biology..."

Peter stuck out his right hand and tried to keep his awe under control. "Peter Parker, sir."

Octavius shook the young man's hand, impressed by the firm grip the boy had. These weren't some soft rich kid's hands, or some know-it-all college boy's like Octavius had been expecting--these were hands that clearly did manual labor, hands that quite likely frequently held more than just a ballpoint pen or a computer mouse. Strong, well-muscled--and slightly scarred, he noted as he spotted the small circle on the back of Peter's right hand. Osborn had made him sound like a science whiz, but what kind of scientific work would give him those kinds of muscles Octavius couldn't quite figure out--probably a chemist, maybe a physicist, definitely somebody who did a lot of hands-on work. In another time, he'd probably ask the young man about them. But right now, he was far too busy, and the most important scientific demonstration in his life was less than 24 hours away...

"I'm writing a paper on you...," Peter continued.

"Yes, yes, I know why you're here," Octavius interrupted, a slight trace of a foreign accent--British, maybe, Peter noticed, definitely European--underlying the familiar New York-sounding fast, clipped words. "But I really don't have time to talk to students..."

Harry cleared his throat.

Octavius gave a resigned sigh. "But OsCorp does pay the bills..."

Harry beamed, once again proud of himself for being able to assert his authority over a situation despite his father's predictions that he'd never be taken seriously by anyone. "Well, my work here is done--got you two geniuses together--so I'll be taking off for a board meeting." He put on his Ray-Bans and bounded off toward the door, then turned around and pointed to Octavius in that stereotypical way that clueless CEOs often did when they wanted to look "cool". "Good luck at the demonstration, tomorrow, Otto. Nobel Prize! We'll all be rich!"

Octavius waved dismissively.

"See you in Sweden!" Harry shouted over his shoulder as he breezed out the same way he'd breezed in.

Octavius and Peter both stood there for a moment, giving almost identical "what a dork" looks at the departing Harry Osborn. "Interesting friend you've got," Octavius finally commented.

You don't know the half of it, Peter thought, then returned his focus on the here and now. Octavius was a busy man, after all, and his already-late research paper wasn't getting done just standing here and babbling. "I won't take up much of your time, sir," he said, pulling his notebook out of his backpack and reaching for a pen. "I know you're a busy man..."

"Parker," Octavius suddenly said, as if a thought he'd been searching for finally came into focus. "Now I remember. You're one of Conners' kids."

Peter raised an eyebrow. Dr. Conners had actually spoken about him to a colleague the man clearly respected and admired? Wow. He wondered if it was in anything remotely resembling complimentary terms, or if it was one of those "I have the worst student..." conversations that professors often shared with each other.

"He tells me you're brilliant," Octavius responded to the unspoken question.

Well, that answers one question, Peter thought, allowing himself to smile.

"He also tells me you're lazy," Octavius added, a hint of paternal disapproval in his tone.

...and that does, too. Peter forced the smile to stay on his face. "I'm trying to do better..."

"...as well you should," Octavius cut him off. "Intelligence is a privilege. A gift, to be used for the good of mankind."

He sounded almost like Uncle Ben there, Peter mused. In fact, Octavius himself looked like what Uncle Ben might have been like if he'd been a scientist instead of an electrician. Six feet tall, maybe more, a barrel-chested--and stomached--man with wild hair, terrible clothes, and an obvious devotion to what he did for a living. And what he did was pure science, all day long. It had been Peter's dream as a child to do what the legendary Otto Octavius did every day of his life. And right now, Peter had his idol's reasonably undivided attention--at least for a few minutes. Now to take advantage of that. He looked around the room for a way to start the conversation...and spotted it. "So," he said, gesturing at the area where lab assistants were maneuvering gigantic metal arcs into position and checking wiring and circuitry, "is that it?"

"It is indeed," Octavius answered. "My life's work. The containment field to initiate molecular fusion."

Peter approached it, letting scientific sense rather than spider-sense take center stage in his mind. "I understand you use harmonic frequencies to start the reaction."

"Sympathetic frequencies," Octavius corrected.

Right, there's a difference, Peter reminded himself. "With harmonic resonance and amplification?"

Octavius raised an eyebrow. Maybe Conners hadn't been exaggerating about this kid. "Go on."

Peter put the pieces together, trying to remember what he'd learned in two years of semi-trying in college. "To create a molecular chain reaction and give rise to an exponential increase of energy..."

"A huge increase," Octavius noted. "Massive. Like the power of a perpetual sun in the palm of your hand."

Peter smiled. Now that was an image he could definitely picture. Maybe if Octavius was teaching his classes, he'd make more of an effort not to be late.

Octavius could see the lights going on in Peter's mind. It was something he hadn't realized how much he'd missed in the years since he'd left teaching. But then, if he'd had more students like this one, he'd have made more of an effort not to bore the rest of the lazy youths who'd all too often populated his classes during his tenure in academia. Maybe agreeing to this little meeting hadn't been a waste of his time after all.


"But are you sure you'll be able to control the reaction?" Peter asked, absolutely engrossed in Octavius' theories even as Octavius' wife cleared the lunch dishes from the table around them.

"Peter," Octavius said with a smile, "what have we been talking about for the last hour and a half?"

Hour and a half? Wow. Time really did fly. Peter couldn't remember the last time he'd taken this much time out of his busy schedule to do nothing but talk science. Two years ago, it had been all he wanted out of life. How much things had changed. But it was nice to be able to step back into that world, at least for a bit, and when Rosalie Octavius had practically ordered the two of them to come upstairs from the lab and get something to eat, he hadn't hesitated for a moment to follow orders.

Octavius looked him in the eye. Peter was every bit as brilliant as Conners had said he was, a quick thinker who'd not only kept up with the conversation but had even jumped ahead in some areas. It had been a real pleasure to meet a young person with this kind of mind for science. But the kid wasn't perfect--after all, he was expressing doubt about a moment Octavius had spent his whole life working toward. "This is my life's work. I certainly know the consequences of the slightest miscalculation."

Peter nodded. Yeah, like he had any place doubting the accuracy of one of the greatest minds in nuclear physics living today. He needed to stop assuming that there was a disaster lurking around every corner. "I don't mean to sound like I'm questioning you," he said in an apologetic tone.

Octavius laughed as he looked across the loft at his wife, who was returning with a pot of tea and a beautifully constructed fruit tart. "Rosie, our new friend thinks I'm going to blow up the city tomorrow."

Rosie, a dark and exotically beautiful woman with a continental European accent similar to her husband's underneath her New York City-influenced speech, smiled indulgently and gave a sweet giggle as she put the tart on the table and began assembling sets of teacups and saucers.

"You can sleep soundly tonight, young man," Octavius assured.

Well, that would be an improvement, Peter thought dryly.

"Otto's done his homework," Rosie told Peter.

Yet another area where he's one-up on me, Peter's inner snarker responded.

"Come to the demonstration tomorrow and you'll see," Rosie continued. Then she turned to Octavius. "And you should try to sleep soundly tonight."

Octavius waved dismissively. "Sleep. Bah. Did Edison sleep before he turned on the lights? Did Marconi sleep before he turned on the radio? Did Beethoven sleep before he wrote the fifth?"

"Did Bernoulli sleep before he developed the curves of quickest descent?" Peter chimed in, thrilled to be surrounded by people who didn't think he was a complete dork for knowing these names.

"Rosie, I love this boy!" Octavius proclaimed, laughter in his voice.

Rosie smiled. It was good to see her husband so engaged in something other than those machines he was constantly tinkering with. So few people knew this side of him. She wished more could see it. She knew Peter could. "So, tell us about yourself, Peter," she said, pouring him a cup of tea. "Do you have a girlfriend?"

Peter got that question a lot. And he never knew quite how to answer it. "Uh..." He tried to think of an answer that didn't make him sound dumber than he already felt. "I...I'm not sure."

Octavius looked at him oddly. "Shouldn't you be? I mean, who would know if not you?"

Peter felt himself blushing.

"Leave him alone, Otto," Rosie scolded. "Maybe it's a secret love."

Peter smiled. Finally, someone understood.

"Love should never be a secret," Octavius replied. "If you keep something as complicated as love bottled up inside you...it'll make you sick."

Don't I know it, Peter mused.

"I got lucky at love," Octavius continued, reaching across the table to take Rosie's hand and kiss it gently.

"We both did," Rosie said, giving her husband's hand a squeeze. "But it's not easy. You have to work at it." She returned her attention to Peter. "I met him on the front steps of the library in college, and I knew I had my work cut out for me. He was majoring in science, and I was majoring in English Literature."

"Yes," Octavius agreed, laughing slightly. "I remember I was trying to explain Einstein's theory of relativity to her...and she was trying to explain T.S. Eliot to me." He laughed again. "You know, to this day I still don't understand Eliot."

"Otto!" Rosie scolded.

"It's true!" Octavius protested. "I never did get what he was trying to say. T.S. Eliot is harder than advanced science!" He looked at Peter conspiratorially. "But if you want to make a woman fall in love with you...feed her poetry."

Peter looked intrigued. "Poetry?"

"Poetry." Octavius kissed Rosie's hand once more. "Works every time."

Peter nodded. This day definitely hadn't been a waste of time. Amazing what you could learn while talking pure science. Poetry...


As night fell on the city, Peter was sitting in a hard chair, practically alone in the corner Laundromat, deeply engrossed in Longfellow's The Song Of Hiawatha as the rhythm of run-down washers and dryers hummed around him. "...and her hair was like the sunshine," he whispered aloud, trying to wrap his mouth around words that weren't scientific equations, edgy sarcasm, or excuses. "Day by day he gazed upon her, day by day he sighed with passion..."

The washer buzzed.

Peter put the book down atop a stack of other books of poetry by Shakespeare and Dickinson that he'd checked out of the campus library, then picked up his battered and torn laundry bag and went to collect his clothes from the machine. Dryers were kind of expensive, and one particular piece of clothing in his laundry pile didn't do well in heat anyway, so he prepared to do his usual routine of gathering the wet clothes and taking them back to his apartment to drip dry. He reached into the washer.

The first item his hand found was his costume. It looked eerie, like some headless alien being. He looked around to make sure no one was watching, then stuffed it into the bag and reached for the rest of his clothes.

And only then did he realize that he'd been so distracted by the notion of feeding poetry to Mary Jane that he'd inadvertently tossed the costume in with the white clothes instead of the colored ones, leaving his white clothes covered in red and blue faded dye stains.

Terrific, he mentally lamented. Wonder if Superman ever has days like this?

Then he decided he didn't have time to lament, because he had just over an hour until the curtain went up on MJ's play at 8:00. And he'd promised to be there. And she'd told him not to disappoint her.

And he was determined not to.



You tried so hard to be someone that you forgot who you are...
You tried to fill some emptiness 'til all you had spilled over.
Now everything's so far away that you don't know where you are, you are...

Never did the lyrics of a song on the radio seem so appropriate to Peter as he stripped out of his student wardrobe and hurried to freshen up for his theatre date. He pushed open the curtain covering the shower rod Ditkovitch had hung on the wall as a poor excuse for a closet and stood there studying the contents, trying to decide what to wear.

Of course, there were really only two choices. One was his Spider-Man suit. The other was his one and only dress suit, a rumpled old blue thing that had definitely seen better days.



When all that you wanted
And all that you had don't seem so much
For you to hold on to...
For you to hold on to...
For you to belong to...

Moments later, he was tightening his tie and adjusting the collar of his colonial blue dress shirt and shrugging his way into his suitcoat. He gave himself one last look in the mirror, then looked at the black-and-white proof strip of head shots MJ had given him a while back.

She was playing "see no evil/hear no evil/speak no evil" with the camera. It never failed to make him smile.

He took the ticket for her show, The Importance Of Being Earnest, off the edge of the mirror where he'd secured it so he'd be forced to see it every time he looked at himself...not his favorite task, but a necessity to make sure his outer wardrobe was at least reasonably publicly presentable. Then he grabbed his helmet and walked out the door.

"Rent!"

Peter bounded down the stairs before Ditkovitch could corner him yet again.

Ditkovitch hurried out of the bathroom, his pants still around his ankles, but Peter was long gone. "Where's my money?" he bellowed angrily. Then he looked around.

Standing in the doorway of his own apartment was Ursula, looking horrified at the sight of her father standing anywhere people might be able to see him without any real clothes on.

The two of them babbled in Russian at each other for a moment, then each retreated and slammed their respective doors.



When it's hard to be yourself it's not to be someone else,
Still everything's so far away that you forget where you are, you are...

As ushers took tickets for MJ's show, the star herself primped backstage, applying a little bit of extra lip gloss and rouge.

"You seem jittery tonight," her costar Louise observed.

MJ smiled nervously. "You never know who might be in the audience."

Louise perked up. MJ's boyfriend--or the guy she called "just a friend"--had been here enough times that she shouldn't be nervous about that. Maybe somebody really important was coming.



When all that you wanted
And all that you had don't seem so much
For you to hold on to...
For you to hold on to...

Outside his apartment, Peter selected a bouquet of carnations from a bucket marked "$3 a bunch" and paid the florist, then turned to go.

The florist tapped him on the shoulder.

Peter turned back.

The florist snatched the bundle from his hand, then handed him three measly flowers.

Peter sighed. Oh, well. Maybe it would be the thought that counted. Maybe she'd be so happy to see him that it might not matter what he brought with him.

And maybe he'd better hope she liked poetry.

He strapped the carnations to the back of his moped and rode off toward the theatre.



Hold on...
Hold on...
Hold on...
Hold on...

"Five minutes, ladies," the stage manager told MJ and Louise as he poked his head in the ladies' dressing room. "Five minutes."

MJ looked herself over in the mirror once more, then gathered herself. Hopefully Peter liked Oscar Wilde at least as much as he liked looking at her.

Hopefully he'd at least show up to look at her.



Hold on...
Hold on...
Hold on...
Hold on...

Peter was still trying to remember the lines of the poetry he'd read earlier when his spider-sense suddenly screamed for him to get out of the way now!

No time to swerve, he pushed off the footrests of his bike and sprang into the air, did a triple backflip over a dark green Lincoln Continental convertible that ran over his bike and two police cars trailing the car that continued the demo job on the moped, and landed on the street in a perfect asana, legs stretched long and body low and balanced on his left fingertips. If he'd been masked and costumed, it would have made a great photo for the Bugle.

"Whoa! How'd you do that?"

Peter looked around, then realized what the two kids on the corner were staring at--a geeky-looking guy in a motorcycle helmet and a suit standing in the middle of the street and striking a yoga pose, not a masked superhero. He stood up again and thought fast. "Uh...you know, work out, get plenty of rest...eat your green vegetables..."

"That's what my mom always says!" one of the boys replied. "I just never believed her!"

Peter smiled, then looked at the carnage of his demolished bike...and the crushed and mangled flowers. His eyes narrowed with anger as he saw the chase continuing down the street. You, my friends, are about to pay for this.

Paying no heed to the time, he raced off for a nearby alley.


The criminals who'd stolen the convertible as a getaway car for their bank heist were oblivious to the pedestrians and motorcyclists they were endangering on their rampage through the streets, and one of them kept firing shotgun blasts at the pursuing police cars while the other drove along madly, banging into cars and speeding through intersections.

As the police tried to follow, they too had to swerve to avoid traffic. Only they weren't quite as good at it, ending up in a snarl of wrecked cars and overturned street vendor carts.

One police cruiser, unable to stop in time, tried to swerve to avoid the snarled traffic and ended up rolling up and over wreckage and sailing through the air.

Pedestrians who saw the car coming toward them tried to run. Others, knowing there was no way to escape in time, ducked behind things.

And then, suddenly, the car stopped flying toward them.

Slowly, everyone emerged from their hiding places and looked curiously at the car, which was now suspended in mid-air, supported by glistening silky strands that held onto the cruiser like a butterfly in a net. "It's a web," someone whispered, giving voice to the same incredulous thought that was spreading throughout the crowd.

And then, overhead, another glistening strand connected with a building as a familiar streak of red and blue whipped around the corner to join the chase.

"Go, Spidey, go!" one bystander shouted.

People on the streets erupted in cheers as Spider-Man practically flew through the night, slinging webs left and right, contorting himself to slip between the tractor and trailer portions of a speeding semi, and chasing after his quarry. J. Jonah Jameson may have tried to turn New York against Spider-Man, but he had a long way to go to even hope to succeed.


The escaping criminals who thought they'd ditched their last pursuers suddenly realized they were being pursued by a much tougher foe. As the driver pulled out his own gun to join in the defense, the trigger-happy passenger fired off more rounds at the rapidly-moving superhero overhead.

Spider-Man wasn't sure which pissed him off more--the fact that these guys were recklessly endangering everybody in their path, or the fact that he was late for MJ's show. Either way, he wasn't in the mood to play games. He swooped down and spun two quick web balls--projectiles he'd learned to make by cupping his hand and letting the webbing roll into a sphere, then using the last bit of web projection to fire the ball harder than the fastest Randy Johnson fastball into his opponent, delivering a powerful but non-lethal blow--and knocked each man's aim awry as he landed on the trunk of their car.

Then he shot two webs and yanked the guns out of their hands before they could re-aim.

Then he shot a web into each one of them, connected the two ends, and pulled hard.

The two men flew out of their seats and into the air, falling neatly on either side of a lamp post as the webbing held them suspended on the arm of the street light, flailing helplessly above the streets.

Now Spider-Man had to do something about the car. He smiled under the mask as he figured out a plan of action.


"I am more content with what Mr. Montcrieff said," Cecily Cardew--or rather, Mary Jane Watson--was saying to Gwendolen Fairfax as Act Three of The Importance Of Being Earnest got underway. "His voice alone inspires one with absolute credulity." As she finished her lines, she made eye contact with the audience.

The theatre, as usual, was sold out. But there was one empty seat in the crowd. And in her heart of hearts, she knew exactly who was supposed to be sitting in that seat.

"Then you think we should forgive them?" her co-star Louise, playing Gwendolen, asked.

Never had a line from a play about mistaken and concealed identities seemed so appropriate for the real-life conflict playing through MJ's emotions at this moment. "Yes." Cecily gave a sigh. "I mean, no."


As MJ-as-Cecily was lamenting her situation onstage, a beat-up dark green Lincoln Continental convertible with Peter Parker at the wheel screeched to a stop in front of the Lyric Theatre. Peter hurriedly climbed out, grabbed his suit jacket, and headed for the main entrance.

"Hey, chief!" a uniformed police officer called. "Hey! You leave that thing there and I'll have it towed!"

Peter rolled his eyes and shrugged his way into his jacket. "Whatever," he muttered as he headed into the lobby.

The policeman threw up his hands. Irresponsible jerk, he thought as he pulled out his radio to call for a tow truck.


The usher standing in front of the auditorium doors raised an eyebrow at the disheveled young man hurrying toward him. "Shoelace," he said, pointing to Peter's feet.

Peter looked down. He'd been in such a hurry to change and rush to the theatre that he hadn't bothered checking every aspect of his appearance, but he knew that wasn't exactly the best way to make a good impression on MJ. He smiled his thanks to the usher and bent down to tie his shoes, then once more hurried toward the auditorium.

"You might want to..." The usher pantomimed straightening his tie.

Oh, boy, he was a mess. Peter straightened his tie and smoothed his jacket, gave himself a quick once-over, and once more headed for the doors.

"Can I help you?" the usher said, stepping straight into his path.

Peter looked confused. Wasn't it obvious? How could this guy not know--after all, he'd already critiqued Peter's wardrobe, so it wasn't like he wouldn't have been able to figure out why Peter would be dressed this way, right? He pulled his ticket, as rumpled and wrinkled as he was, out of his pocket. "I'm here to see the show."

The usher smiled the most insincere smile Peter had seen this side of Norman Osborn. "I'm sorry, sir," the man told him as he pointed to a plaque on the auditorium door, "no one is to be admitted once the performance has started. It helps maintain the illusion."

Oh, brother. He could take out two thugs with guns in less than a minute but was being stopped in his tracks by a snooty theatre usher? This sucked. "Um...Miss Watson...she's a friend of mine. She asked me to come..."

"...but not to come late," the usher interrupted haughtily.

Well, that was true enough. But still, for once, couldn't he catch even one small break? "I have to see this show," he pleaded. "Look, if you'll just let me in, I'll stand in the back...no one will even notice..."

"Sh-h-h," the usher said, pointing to another sign that read "Quiet Please During The Performance".

Peter felt his entire body slump once more. No matter how hard he tried, his other life always got in the way. Always.

Dejected, he trudged out of the theatre.


As a still-depressed and still-frustrated Peter sat on the concrete steps of a brownstone across from the theatre a half-hour later, he tried like mad to figure out what he could possibly say to MJ to explain this whole mess. He'd tried to get there, he really did, but once more, great power came with great responsibility, and he'd been pulled away again from the thing he wanted the most--just a few precious moments in the presence of his beloved Mary Jane Watson. I'm not asking for a lot, am I? he mentally complained. Just something that everybody else in the world seems to have--a life. I mean, that's really not asking too much, is it? Can't I get away from Spider-Man's life for even a little while?

As he bemoaned his fate, an Asian street musician finished playing her last violin solo, took a bow to the non-existent audience, then began to pluck out an all-too-familiar staccato tune.

No, Peter thought, tell me she's not going to do it...

"Spider-Man, Spider-Man, does whatever a spider can..."

Peter cringed. Not only was that novelty tune that had become the favorite of street musicians and silly DJs over the last two years the absolute last thing he wanted to hear at that very moment, but the woman serenading him was a really bad singer. Where's Simon Cowell when you need him? He desperately hoped the show would let out soon...

...and then saw that it was, finally. He stood up, looking at the crowd, hoping MJ would be among them, wondering if anyone would notice him scaling a light pole to get a better view, trying to figure out where the stage door was...

Seconds later, he spotted it...and the most beautiful woman in the world coming out of it. She had stopped on the sidewalk and was now looking around, as if she too were trying to find someone.

Another woman came out the stage door and tapped MJ on the shoulder. The two exchanged a quick conversation; Peter caught snippets of "Are you sure you don't want to go out tonight?" and a dejected-sounding reply from MJ of "Yeah, I'm fine, have a good time." The fact that she hadn't walked away and still appeared to be looking around, as if she were expecting someone, gave Peter hope. Maybe she was waiting for him. Maybe she hadn't noticed that he wasn't in the audience. Maybe there was still hope for him to have a moment of uninterrupted peace with his lady love...

"Excuse me, miss, can I have your autograph?"

MJ turned around at the sound of the male voice behind her. "Oh, my God!" she squealed with joy, throwing her arms around the man.

Peter would have given his right arm if it had been him she was embracing, but it wasn't. It was instead someone she apparently knew very well, because just as she'd started to ask what he was doing there, the guy had pulled her into a liplock that both of them were clearly enjoying. And all he could do was stand there across the street and watch as his hopes for a moment of relief from this otherwise horrific night were smashed just like his moped had been.

And then the sounds of sirens filled his ears.

And three police cars sped past him, followed by an ambulance.

And he knew this was really the only way he could realistically have expected for this whole experience to end, because it wasn't like the universe was planning to cut him a break any time soon. He sighed, then turned and headed for a nearby alley.

He missed MJ giving a glance over the shoulder of her stage-door boyfriend as they walked away arm-in-arm, as if she were still trying to find someone she'd been hoping would be there for her.


As the police chase continued just barely within earshot, Peter was sprinting down the alley at nearly full-speed, tossing aside pieces of clothing, pulling on gloves, tugging his mask into place, and finally leaping into the air as Spider-Man joined in the hunt. Not that it really mattered what the hunt was. It never really seemed to matter. Eventually, after he'd swung a few seconds to get an overhead view of the situation, everything would fall into place, and soon he'd catch up to the bad guys, stop their nefarious plans, and once more emerge the hero everywhere except the pages of the Daily Bugle. Not that things would ever fall into place that easily for Peter Parker. As he often did while swinging his way through the canyons of skyscrapers, he mentally replayed the events of the evening thus far and lamented about how once again, being superhuman didn't make being human any easier and that maybe he'd be better off without these stupid powers...

...and then, suddenly, he realized he didn't feel any webbing coming out of his right webshooter. Unfortunately, he realized this just as he'd let go of the web in his left hand at the top of his arc swing. He desperately reached back for it, but the line had floated away on the wind, and now he was in freefall, with nothing below him but a 10-story building.

He screamed in terror as he fell, finally landing with a crash atop the external ductwork of the building below. The ductwork dented like a tin can. And Spider-Man realized that his whole body ached a little more than usual after such a landing.

Ow. Ow. Ow. He struggled to sit up, then pulled his mask off and shook his head to clear it. "What was that?" he muttered, then looked at his right glove, trying to make sure there was nothing blocking the buttonhole slit from which his webbing emerged.

Nothing. The costume looked fine.

He pulled on the glove to make sure the slit opened cleanly. Still fine.

He flicked his right wrist to shoot a web...and nothing came out.

He flicked his left wrist to shoot a web...with the same results. Nothing, not even a thread. "Huh," he said, half-confused and half-resigned, as if it would be just his luck to have some freaky power problem as just another element of this awful day. He sprang to his feet and headed for the ledge to climb down the wall...

...and suddenly got very dizzy. It took him a second to realize he was having vertigo, something he hadn't experienced in two years. He stepped back from the ledge carefully, looking around in confusion, trying to calm the rising panic inside himself. Great. Now, not only do I not have webs, but I'm scared of heights? Can this day get any worse?

Then he realized what he'd have to do to get off this rooftop. Yes, it can. Oh, yes, of course it can.


Manhattanites prided themselves on being some of the most jaded people on the planet. There was almost nothing they hadn't seen, encountered, or otherwise experienced as a part of life in one of the world's largest cities. So it came as quite a surprise to one 9th floor apartment resident who was getting ready to take his basset hound on the elevator and down to the street for a walk to have the down elevator door open in front of him...

...revealing a guy in a Spider-Man suit standing in there already. And it wasn't even Halloween.

Still, though, this was Manhattan, and pretty much anything was possible. For all he knew, the guy could be a delivery boy for some weird pizza place. He shrugged, then urged his dog forward and the two of them stepped into the elevator. The button for the ground floor had already been pushed, so he settled into position and waited for the journey to continue.

The doors slid shut, and the elevator once more descended.

"Cool Spidey suit," the man with the dog commented.

"Thanks," Spider-Man replied, sounding embarrassed.

"Where'd you get it?"

He'd have sworn the guy underneath the mask was probably blushing. "Um...I made it."

Maybe a tension-breaker would help the guy relax. "Looks uncomfortable."

Spider-Man shrugged. "It gets kind of itchy."

The man with the dog chuckled.

For a moment, neither one spoke. Then Spider-Man seemed a little more comfortable opening up to his car-mate. "And it rides up in the crotch sometimes."

Now that was really more than any man really needed to know about another man's clothes. The guy with the dog discreetly pushed the button for the nearest floor, deciding he'd really rather take the stairs.


It took Peter almost an hour to get back to his clothes, get dressed, and locate and gather up all the pieces of his demolished moped. What a day. What a completely rotten, horrible, miserable day. This would be one day where he might actually be happy to see the sun come up tomorrow, because it meant this day would be far behind him.

He trudged down the sidewalk, dragging the moped behind him, past a wall plastered with Emma Rose Parfumery ads as MJ's hauntingly beautiful blue eyes seemed to glare disapprovingly at him the whole way home.


The next morning, after finishing up an 8:00 AM class he had--as usual--been late arriving to, Peter worked up enough courage to try apologizing to MJ. Not that he'd worked up the courage to actually do it in person, of course, but he had worked up enough fortitude to dig 50 cents out of his pocket to deposit in a pay phone. He dropped in the coins and dialed MJ's number.

"Hi, it's me, sing your song at the beep," MJ's answering machine answered.

Peter almost felt relieved. At least machines couldn't talk back to him. "Hi, MJ. It's Peter."


MJ heard the phone ringing in the hallway as she fumbled through her purse for her apartment key, trying not to drop the bag of groceries she'd just picked up at the market, and just as she got inside, the machine picked up the call. But as she listened to the caller on the other end of the line babbling awkwardly, she decided that maybe it was just as well that she'd missed picking up the phone. She tossed her keys onto the kitchen table and started unpacking her groceries, fascinated to hear what excuse he was going to come up with this time.
"I really was planning to be there all day," Peter continued, making small talk with the machine while he tried to figure out how to explain last night's absence. He'd certainly had enough practice making excuses over the past two years that he thought he should be better at it than he was, but here he was trying to come up with one that might be at least a little believable. "It's funny how complicated something like being some place at 8:00 can get. And I know you predicted I'd disappoint you..."
"Bingo," MJ retorted to the machine, knowing he couldn't hear her. And to think she'd been so sure he'd show up. And that she'd looked for him after the show. And that she'd been thinking about him even as her boyfriend took her to the nicest restaurant in town for dinner afterward. She felt like the stupidest human being on the planet sometimes.
He felt like the stupidest human being on the planet sometimes, especially in situations like this. Maybe this hadn't been such a good idea after all. "Are you there?" he asked the machine.
She was, of course, but she wasn't going to give him the satisfaction of knowing that. Of all the nerve. Part of her thought that she really should pick up the phone and chew him out, but another part of her thought that he had made her so miserable that she wanted to hear him grovel a little more. Yes, it was selfish, but it was about time Peter started thinking about how his behavior impacted other people for a change.
He let out a sigh when she didn't pick up the phone. "I wanted to be there, MJ. I really did. And I tried. I really did." He thought about it some more. "And actually, there was this one obnoxious usher who wouldn't let me in."
MJ turned to face the machine. An usher? Was this the depths to which he'd stooped, to blame an usher for him not being able to be anywhere on time? Peter had come up with some whoppers before, but this one...oh, brother. At one point a couple of years ago, she'd actually been convinced he was Spider-Man, but surely a superhero would be able to come up with better excuses than this. Heck, she'd take "I had an accident washing my tights" over this garbage.
Peter was starting to get into the rhythm of this excuse, lame though it was. Maybe he'd actually be able to say the right words in the next couple of sentences. "Somebody really needs to say something to that usher, because I was..."

#click#

"Please deposit 50 cents for the next three minutes," the pre-recorded operator's voice interjected on the line.

Peter couldn't believe it. Of all the rotten luck...


MJ stood and waited. Was she important enough to him for him to spend 50 cents more, even if he did think he was just talking to an answering machine? How much did he value their friendship? How much did he value her?
Peter frantically searched his pockets for change, but was coming up with nothing but lint. He couldn't believe it. He just knew that she'd play back this message and be really pissed off that he couldn't manage to scrounge up two more quarters to finish telling her he was sorry, even if this was one of the lamest excuses he'd ever managed to concoct. This sucked. This truly sucked.

Furious, he smacked the switchhook to cut off the connection.


MJ heard the line go dead and threw her hands in the air. Typical. So typical.
Peter stood there with the receiver in his hand, trying to resist the temptation to crush it into so much dust and wire fragments. There was only so much abuse one man could take before something had to give. He couldn't keep this charade up much longer. "Why can't I just tell you the truth?" he said in a hushed moan, knowing full well there was no way he could.

But that didn't mean he couldn't practice doing it.

He put the receiver back up to his ear, fully aware that he was now just talking to dead air. "O.K., here it is," he said quietly to nobody in particular. "I'm Spider-Man." He chuckled. "Weird, huh? Now you know why we can never be together. If..." He tried to think of the right words to explain it. "If my enemies ever found out about you...they'd use you to get to me. And I could not live with myself if anything ever happened to you. So in order for you to remain safe..." He swallowed the emotions to force himself to say the words. "...we have to remain apart forever. And I wish I could actually tell you that."

Funny, he always thought making that confession would make him feel better. Instead, he felt ten times worse. Maybe it would have been different talking to a real person. Or maybe he was just fooling himself. It wouldn't be the first time.

He hung up the phone and trudged away, more dejected than ever. He thought about taking a swing through the city to clear his head, but something about the weirdness of last night's web outage was enough to encourage him to find some other way to pass the time before he had to be at Octavius' lab for the demonstration. Maybe a nap would help. That is, if he could manage to get past Ditkovitch and his never-ending rent demands...

Maybe he'd better work on his paper instead, he decided, and headed off to the library.


A few hours later, Peter ran down the steps at Otto Octavius' East River lab to hurriedly get into position to watch the demonstration. He'd brought his camera to not only record the event for posterity, but also for a chance to get on the positive side of his debt ledger at the Bugle, because these would be actual news photos he was taking. Not to mention that a picture of the world's first successful molecular fusion generator in action might earn extra credit on his already-late paper for Dr. Conners. He made his way to the front of the large group of onlookers and stood next to Harry Osborn, greeting him with a tense smile and a tightly nodded hello.

Harry gave him that same late again? look he always gave Peter whenever Peter would be tardy for some occasion, then put on the forced happy smile he'd been wearing all day. This was it, the biggest OsCorp-sponsored research project ever, a chance to be in on the ground floor of a discovery that could make billions of dollars for everyone involved. Harry had invested most of his time, energy, and trust fund into this work over the past year, trying desperately to rebuild his father's company's tarnished reputation and sagging stock prices, and now all of that hard work was about to pay off. That is, if Octavius wasn't just another quack snake-oil salesman, as his father described most of the researchers who'd come through OsCorp over the years.

Octavius, dressed in a grey smock with the Otto Octavius Research logo on its left breast pocket--two "O"s, placed side by side, resembling the infinity symbol, representing the infinite possibilities of science--looked more than a little nervous. Understandably so, since he'd spent most of his adult life working toward this moment, spent years trying to convince someone to invest in his ideas, spent months working on building and perfecting his demonstration environment once he'd finally found someone who would. He clutched Rosie's hand for support, then gathered himself and stepped before the group. "Good afternoon, everyone," he greeted. "My wife Rosie and I would like to thank you all for coming to this afternoon's demonstration of a brand new renewable energy source. Before we get started, though, I just wanted to ask...did anyone here lose a large roll of twenty-dollar bills wrapped in a rubber band?" He paused for comic effect. "Because we found the rubber band."

The financial types in the crowd chuckled politely. The scientific types laughed a little harder. Harry was in the former group, and Peter in the latter.

Octavius let out a light chuckle at his own expense. "Terrible joke," he admitted. "Seriously, thank you all for coming out today to witness what I hope you will find a truly remarkable scientific achievement...the first self-sustaining molecular fusion reactor. A solution to the world's energy needs for today, tomorrow, and for all time. The ability to create cheap, abundant, clean electricity, all from a single molecular reaction." He smiled and paused once more to let that impression sink in. "Now, I'd like to introduce my assistants in this demonstration."

With that, he whipped away a large canvas dropcloth to unveil a heavy back-brace-sized harness belt...and four armored metal appendages that were mounted along it.

Everyone in the room gasped, Peter included. Octavius hadn't mentioned this aspect of his experiment during their hour-and-a-half chat.

"These," Octavius continued, "are four mechanical arms that will attach to my body and connect directly to my spine. They are my own inventions, built specifically to facilitate the creation of successful molecular fusion. They are designed to function as if they were my own hands, but able to work in an environment no human hands could ever enter." He pulled off his grey lab smock and stepped onto the platform that the harness was mounted upon, then tapped some buttons on a nearby keyboard that his lab assistant had helpfully pushed within his reach.

The harness fastened itself around his waist and locked into place.

He tapped another set of commands.

A metallic spinal column--really, there was no other way to describe it--raised up as if it were a serpent and pressed itself onto Octavius' spine, and a light at the top of the column lit up like a star on a Christmas tree.

Octavius tapped another command. This was the part that usually made everybody cringe, himself included.

Tiny pins attached to each side of the metal spine raised themselves up slightly, then drove directly into Octavius' flesh.

Octavius gritted his teeth.

Everyone cringed and drew back.

Octavius pushed past the pain and concentrated hard, extending his arms outward and upward as if he were conducting a grand orchestra.

The metal arms quivered, then slowly raised upward, giving him the look of a man with eight limbs. Doctor Octopus, Peter's sarcastic self couldn't resist noting. Bet he got called that a lot as a kid. Sucks when you have a name that's easily contorted into a taunt like that--I spent way too many years being known as "Puny Parker" not to have some sympathy for a guy with a name like "Otto Octavius".

The pincers--a mild term for what looked like three articulated alien claws, each about a foot long--on the end of each arm opened up, and a bright red LED in the middle of each one lit up like Rudolph The Red-Nosed Reindeer. It was then that most of the onlookers noticed that on the display screen across the room, there were four web-cam-quality views of the crowd, each one slightly different, changing as the arms moved ever so slightly.

"These four arms are connected to my brain by nanowires that run directly into my spinal cord," Octavius continued, more confident now that he'd been able to wow the group with at least one part of his demonstration. "They are impervious to heat and magnetism. Their eyes enable me to see my experiments from every angle, even when it happens on the opposite side from me. They are programmed with advanced artificial intelligence to function independently as necessary, yet respond to my every mental command."

"Dr. Octavius," one female reporter asked, "if these arms have their own intelligence and can function independently, aren't you afraid they might someday overrule you?"

"How right you are," Octavius smiled, amused that someone would think that he hadn't already considered this possibility. "Which is why I've inserted an inhibitor chip..." He pointed to the back of his head and angled one of the arms to show off the tiny blue light at the top of the metal spine. "...so that their inputs cannot override my higher intelligence. I can use their inputs to make decisions, but ultimately all actions are controlled by me." He stepped off the platform. "And now, on to the main event. Give me the blue light, Rosie."

Rosalie Octavius depressed a switch on a control panel on the wall.

A blue spotlight illuminated the apparatus Peter had seen being assembled yesterday--four arched girders with lasers mounted on their tops and bottoms, mounted on a circular metallic platform grate, with a pool of water underneath the platform to provide what Peter supposed was ambient cooling to the reaction that would grow as hot as a small sun at its peak. The apparatus powered up, creating a circular magnetic containment field between the girders.

Octavius stepped over to the platform, his metal appendages still stretched wide. As three of the arms positioned themselves on either side and over the top of the containment field, a fourth retracted its pincers to allow two small tweezer-like fingers to extend from its center, reaching for a tiny sphere contained in a lead case that opened upon another computer command from Octavius' keyboard. "Precious tritium is the fuel that makes this experiment go," he explained. "One tiny drop is all I need. Good thing, too, as there's only 25 pounds of it in the whole world." He gritted his teeth as he remembered that he needed to do a little sponsor advertising before he went any further. "I'd like to thank Harry Osborn and OsCorp Industries for providing it."

"Happy to pay the bills, Otto," Harry responded, trying to sound oh-so-hip and cool, oblivious to the fact that he was threatening to upstage Octavius' biggest scientific triumph ever.

Octavius' metal arm with the tweezer tip suspended the drop of tritium, glimmering gold within in a glass protective sphere, in the middle of the magnetic field.

It floated there, looking like a benign marble.

Rosie, giving the proudest and most supportive smile she could muster through her nervousness, handed Otto a pair of smoked glass welder's goggles.

Octavius accepted them and gave her a loving smile, then put them on and glanced over his shoulder at the onlookers. "Ladies and gentlemen," he announced, "fasten your seatbelts."

Four taps on the keyboard later, eight lasers came to life and shot their beams straight into the tritium.

The tritium spun rapidly as the combination of intense power and magnetic energy bombarded it, then began to swell in size and glow brightly.

A moment later, a beach ball-sized sun burst into life.

"Doctor," Octavius' chief assistant announced, "we have a successful fusion reaction."

Rosie burst into applause.

The onlookers did the same.

Octavius beamed, proudly nodding his thanks to the gathered group.

One of the OsCorp investors patted Harry on the back. "This is a scientific discovery far beyond anything your father could ever have dreamed of," he told the younger Osborn.

At last, something I did better than he ever could, Harry thought. "Thank you," he told the older man, a smile of genuine gratitude on his face for the first time all day.

"We're generating a thousand megawatts of surplus electricity," an assistant announced.

A gigawatt, Peter mentally corrected, then reminded himself that probably half of the people gathered here wouldn't know a gigawatt from a gigapet, so he kept his mouth shut.

Just like a real sun, some minor flares erupted from the reaction's surface.

The metal arms reached into the containment field and pushed the flares down, keeping the reaction contained in a tight sphere. There was a small amount of size change, but nothing unexpected; the real sun expanded and contracted, too, as part of its own internal self-sustaining fusion reaction. Octavius was thrilled beyond his wildest dreams and imaginings of what this day would be like. "The power of the sun...," he whispered, "...in the palm of my hand."

Everything seemed to be going perfectly. Octavius was happy. Rosie was happy. Harry was happy. Everybody was happy. So why, Peter wondered, was his spider-sense sending signals for him to look down?

And then he saw it. A paper clip that had fallen off a reporter's notebook was slowly but surely sliding along the floor, attracted toward the demonstration area.

Peter frowned. Yes, the apparatus had a magnetic field as part of its containment mechanism, but that magnetic field was supposed to be circular and closed, holding the fusion reactor in place. Additional magnetism could only be coming from the reaction itself...and that meant that the reaction was growing beyond what Octavius had described yesterday...

Then the spider-sense warnings got louder and ordered him to look up.

Overhead, the light fixtures were beginning to sway and turn toward the reaction, which had swelled dramatically in size.

Octavius frowned. All the computer simulations he'd tested in preparation for this moment had never done this before. He tapped some keys to step up the power on the containment field.

The mini-sun expanded noticeably in response. And now, metal objects on the onlookers--keys, purses, cheap jewelry, Peter's camera--were beginning to be drawn toward the sphere's ever-growing magnetic field, which Octavius' metal arms were struggling to keep in check.

"Stay calm," Octavius called over the din of uncertain voices around them, gesturing for quiet with his human left hand--which had its steel-banded watch sucked off it into the magnetic vortex as he did. "It's just a spike--it'll soon stabilize."

Rosie slowly backed away from the apparatus. In all the years they'd been married, Rosie had never seen Otto in a situation where he wasn't in complete control of everything around him...until now.

Seeing Rosie back away, combined with his surging spider-sense warnings, told Peter that the situation was becoming dire. He tried to slip away unnoticed.

Harry looked confused. This whole thing was falling apart around him--what should he do? He turned to the one person who'd always been there to give him scientific advice...

...and found him gone.

"Clear the room, everyone," one of the lab assistants was urging over the increasingly fearful rumbles of the gathered observers.

Harry shrugged and decided that he'd probably just missed the first warning to get clear. But if this experiment failed, it could cost him millions. "Otto..."

Another of the lab assistants was also trying to get Octavius' attention, this time for a situation far more important than the loss of money. "We have a containment breach!" he shouted as the readings on his screen surged into the red.

"What?" Octavius looked stunned. This had certainly never happened in any of the tests. The magnetic field had always held--what could possibly have caused this kind of failure? Surely he couldn't have miscalculated this badly, could he?

But before he could ramp up the containment field to mitigate the breach, a solar flare shot up and over one of the arms, looping around the sphere, creating a wave of magnetism that started peeling sheet metal off the building's walls.

"Otto!" Rosie cried out, rushing toward him.

A piece of metal debris knocked some of the concrete structure loose, dropping it between the Octaviuses.

Rosie screamed and jumped back.

Harry was flabbergasted. Buildings being destroyed...millions of dollars all going to Hell..."Shut it down, Otto!" he shouted.

"No!" Octavius snapped. "It's just a spike! It's under control!"

"I am in charge here!" Harry stamped his foot like a toddler having a tantrum. "It's my money! And I am ordering you to..."

Then, suddenly, something slammed into his chest, wrapped around his waist, and swept him off the floor and out of the lab before lightly placing him on the floor in the antechamber. It took a moment before he realized what it was.

It was a red and blue package of anti-Osborn force personified. And it had just touched him, manhandled him as if he were just a bag of refuse.

Harry started to push the demonic figure away when he saw why he'd been grabbed--a huge computer from across the room had been pulled by the magnetic force right through the spot where he'd been standing mere seconds ago. He looked disgusted at the notion that he'd actually have to thank the bug for saving his life. "This doesn't change anything," he snapped.

Spider-Man just stared at Harry. Even when he did the right thing, he couldn't catch a break lately. Whatever, he thought, then turned his attention to something far more important...Octavius' out-of-control experiment.

Octavius had his hands full, all six of them. Two of them, the human ones, were frantically trying to enhance the containment field. Two of them, the metallic ones, were still catching what flares they could and pushing them back into the reaction. And two more metallic arms were batting away debris as it flew through the air toward him. One of them, as it brushed away flying shrapnel, spotted Spider-Man swinging into position overhead and landing above the power panel. "What are you doing?" Octavius shouted, turning his eyes to confirm what the camera had seen for him.

"Pulling the plug," Spider-Man replied sharply. Octavius had told him--or rather, the intrepid young physics major Peter Parker--that as long as the reaction wasn't self-sustaining, turning off the power to the lasers that were still feeding the reactor would cause it to collapse in on itself and shut down. He desperately hoped they weren't yet at that stage as he reached down for the main power source.

"No!" Octavius bellowed, making a "stop" gesture with his right human hand.

As he did, one of the tentacles on his right side shot outward and smacked Spider-Man off the wall as if he were a mere gnat swarming around a bowl of fresh fruit.

Spider-Man impacted a brick column with such force that the brickwork cracked, and he fell to the floor in a heap.

A flare twice the size of the largest flare Octavius had seen yet burst forth from the reaction, reaching the ceiling before it circled back around the now-massive sphere of energy.

The magnetic force it created was so large that the metal framework on the window wall across the lab buckled under the strain and shattered the glass. Huge shards were now raining into the room from that wall...

...including one knife-like blade spinning end over end, heading straight for Rosalie Octavius. She screamed as she saw her reflection in the weapon zeroing in on her throat.

Another large shower of debris was rushing toward Octavius, but his mechanical arms knocked it away. He turned and ripped off his goggles to make sure Rosie was all right...

...just in time to see the glass rake across her jugular and a piece of steel frame sideswipe her body and throw her into the wall.

"Rosie!" he cried out in agony.

Another flare shot out of the reactor and drove right into Octavius' back, running up and down the metal spine like a bullet train rushing down the tracks. The surge of power made the artificial arms wave wildly, melting and fusing crucial nanowires, blowing out control circuits, and sending Octavius into a grand mal seizure.

Spider-Man came to and saw his idol in dire straits, then bounded back to the main power grid, braced his feet on the wall, grabbed every feeder wire he could find, and pulled on them with every remaining ounce of his strength.

Finally, with a shower of sparks, they gave way.

Octavius collapsed, his clothes still smoking and his metal arms lying limp.

The fusion reactor swelled dramatically once the last of the containment field was removed, then collapsed in on itself like a dying star before sending a shock wave through the room that shook the entire facility on its foundations.

And then all was quiet once more.

Spider-Man surveyed the situation.

Rosalie Octavius was clearly dead.

Otto Octavius was critically and possibly fatally wounded.

Octavius' chief lab assistant--Raymond, Spidey remembered from their brief introduction yesterday--was crushed between two large computer consoles, also likely sustaining a fatal injury.

Everyone else was safe, even that spoiled ingrate Harry Osborn.

The fusion reaction chamber was in shambles, though the reaction itself was completely stopped.

The air around him was full of concrete dust and smoke, and the smell of ozone from sparking wires was almost suffocating.

And there were large horizontal cracks on the walls of the building and the ceiling was tilted at a precarious angle, meaning the foundation had probably been damaged in that final blast and the whole building was likely going to have to be condemned.

Spider-Man sighed. He never knew doing research for a paper could be life-threatening.

And then the sounds of approaching police told him that he'd better get out of there fast, before the research became identity threatening as well.


Otto Octavius had envisioned the group of onlookers at today's demonstration emerging from the building and talking excitedly among themselves about the possibilities presented before them today.

And indeed, they were doing so. Just not in positive terms.

As police, paramedics, and fire crews hurried to assist the injured and frightened onlookers staggering out of the building, the conversations overlapped into a jumble of panicked gossip. "My God," one man told another as they practically fell into paramedics' arms, "if he'd had more than a drop of tritium, he could have destroyed the whole city!"

"Unbelievable," another person said as they watched paramedics load Octavius' badly injured body and bulky mechanical arms into an ambulance. "He nearly killed everybody in the room. Did he not even stop to consider what could have happened if anything had gone wrong?"

Harry Osborn stumbled out into the street, covered in dirt and grime and looking as if he'd just had the rug pulled out from under him...which, basically, he had. "I'm ruined," he growled. "I have nothing left. Nothing!" Then he felt his skin crawling with revulsion over part of the experience. "Except Spider-Man."

"He saved your life, sir," Harry's personal assistant reminded him, reaching for his shoulders to steady him, trying to get the young man to calm down and think things through.

Harry shrugged off the assistant angrily. "He humiliated me by touching me." He put on his Ray-Bans as if to block out any chance of viewing his hated enemy.

The assistant once more took hold of Harry's shoulders and steered him away from the building. "The press is here, sir, so I suggest you take a moment to get hold of yourself before you address them..."

Harry was hearing none of it, even as he was being practically dragged away from the wreckage. "What was he even doing here, anyway?"

Peter Parker emerged from the building just in time to hear Harry's angry declaration and sighed. As if his friendship with Harry could have possibly become any more strained, he had now apparently pissed Harry off so badly that the bastard would rather have died than be touched by the unclean superhero. He watched the ambulance with Otto Octavius speed away, then saw paramedics pulling a blanket over the battered and shattered face of Rosie Octavius.

How odd that he kept thinking about MJ, trying to justify to himself that situations like this were why he could never allow her into his life. If the great Otto Octavius couldn't protect his beloved wife from the wrath of his life's work gone awry, what chance did Peter have of being able to shield MJ from Spider-Man's enemies?

He wondered who was going to break the news to Octavius about Rosie's death.

Then he wondered if anyone would even know to break the news to MJ about his death if something ever happened to Spider-Man.

And then he decided that he was tired of thinking about this extremely depressing subject and tried to figure out how in the world he was going to finish his fusion report for Dr. Conners after this mess. I'm sorry, Dr. Conners, but your friend Otto Octavius killed his wife, destroyed his lab, and practically roasted himself during the demonstration of his life's work--are you sure you want a report on this? Yep, that excuse would probably go over really well.


Hours later, the surgical staff at Sloan-Kettering Presbyterian Hospital still wasn't sure what to do about Otto Octavius. But they knew they had to do something. The damage the blast of energy had done to Octavius' spine was potentially life-threatening, and it had taken hours of creative imagery techniques to figure out how to even begin to approach the problem.

One image, showing a particularly nasty graphically-enhanced view of the nanowires that had melted and fused around the bones and nerve fibers in Octavius' back, was being used to help doctors draw up a roadmap for the massive surgical undertaking they were about to begin. "As you can see," the neurosurgeon, Dr. Isaacs, was explaining to his colleagues as nurses and anesthesiologists did the best job they could do prepping Octavius for surgery, "there's an extensive amount of molten metal wiring that has penetrated through the spinal lamina and into the cord itself, all the way from his neck to his hips. I have no idea what all we're going to find when we get in there, so I suggest we cut off these mechanical arms..." He stepped over to Octavius' body, now lying face down on the surgical table, sterile drapes covering his lower body and all four artificial limbs. "Then we need to dissect this column off his backbone and consider a laminectomy and spinal fusion from C-7 all the way through L-5." He picked up a sterilized metal grinding saw. "Anybody here ever take shop class?"

Everyone laughed heartily.

Dr. Isaacs was just about to start the grinder when he heard a strange squeaking noise. He looked around the room.

One of the pulleys that had been holding the arms in position was shaking, as if someone or something had tried to move the arm.

Isaacs shrugged. Probably just a nurse trying to get the table set up just right. He once more prepared to start the grinder...

...and then spotted a bright red LED reflection off the lenses of his colleague's surgical goggles. "What the...?"

And then the rest of his words were cut off when one of the tentacles yanked the grinder out of his hands and tossed it aside.

Another tentacle grabbed a doctor who was preparing a sedative and threw him across the room.

Nurses screamed in terror as the remaining two tentacles also came to life, whipping and swirling through the air like massive pythons or anacondas. And these metal snakes were just as deadly as their live counterparts. Before long, they were snapping necks of doctors, crushing the skulls of residents, dragging nurses across the floor, throwing attendants against the walls, and in general removing every single threat to their survival within their midst.

One doctor, pinned to the wall by one of the tentacles, reached for a sterilized chain saw.

As if they could recognize one of their own in trouble, the other tentacles one by one broke off their attacks and snaked toward the bad man with the evil object.

The doctor was trying desperately to saw through the arm that was holding him prisoner when he suddenly realized that three additional pincer heads were now surrounding him, their LEDs glowing like a demon's eyes.

Those eyes were the last things he saw as the tentacles dove in to dismantle him.


Moments later, with no one around to feed him anesthetics any more, Otto Octavius stirred from his drug-induced nap.

One of the tentacles extended its tweezer tips and gently removed the sterile gauze mask that had been placed over Octavius' eyes.

It took a moment for Octavius to realize he was resting on his stomach on a surgical table in what was clearly a large operating room. What was going on? How did he get here? Why was his back killing him? Why did his body feel so heavy? And where were all the doctors and nurses that should be in here...

...and that was when he saw them, the mangled and broken remains of what at one time must had been the neurosurgery team, strewn around the operating theatre like trash in an abandoned lot or carcasses in a slaughterhouse.

Oh, my God...what happened here? Octavius tried to think.

And then he saw out of the corner of his eye something that made the whole thing make twisted and frightening sense...a tentacle, its pincers open and its "eye" feeding information into Octavius' mind, including a view of the other three tentacles also resting nearby.

Oh, no. Oh, God, no. No, no, no. He tried to get up.

The tentacles braced against the table and helped him rise to his knees.

The realization that these things were still on him--and that no one had thus far been able to take them off--suddenly made Octavius' blood run cold. Somehow, he was responsible for this scene of mass butchery, a realization that filled him with horror and dread. "No!" he wailed, raising his hands in beseeching prayer.

The four tentacle arms made similar gestures toward the sky, almost in mockery of Octavius' anguish.


Moments later, the doors to the ambulance entrance at Sloan-Kettering were ripped off their hinges and flung aside as if they were balls of paper.

Octavius hadn't intended to do that, but these...things seemed to have minds of their own, or at least primitive intelligence with no real inhibitions. He just kept thinking he had to get out of there, and the next thing he knew, the arms had grabbed a hospital gown and tied it around his waist, and then he was staggering down the corridor, occasionally being propelled along by a tentacle or two pushing behind him like a cane or a crutch, while the other mechanical arms were grabbing anything and anybody in his path and throwing them aside like so much trash. This was a disaster, an unmitigated disaster, and all he knew was that he had to get out of here and get home, get back to his lab, try to figure out some way to undo what he'd somehow done to himself.

As he stumbled into the street, a cab going too fast slammed on its brakes to try and avoid hitting this drunken weirdo with conduit piping strapped on his back.

Octavius held up his hands as people often do when they try to signal for someone to back away.

The artificial arms imitated the pose. Then they acted, two of them bracing Octavius into place and the other two grabbing the cab in their pincers and flinging it away, saving him at the last second.

Octavius looked very confused.

Two of the arms turned their pincer heads to face him and curled their articulated claws in the best imitation they could muster of the expression on his face.

The whole thing looked very surreal to Octavius. And yet it was almost comforting. Like dealing with a loyal but not terribly bright pet, or a child.

Sounds behind Octavius alerted him that something was wrong. One of the arms peered over his shoulder to give him a better view.

The security guards that the arms had tossed aside moments earlier were now back on their feet and rushing out the doors toward him.

The two tentacles that had been bracing Octavius in position lifted his feet up off the ground, then they started running.

One arm grabbed a blanket off a homeless man who had the misfortune of pushing his shopping cart into view of the bizarre man-machine hybrid and draped the tattered cloth over the very confused Octavius' shoulders to shelter him from the chilly spring night breezes.

Another arm pounded into the brickwork on the side of a building and dragged the entire apparatus upward along the wall to get away from the very dangerous street filled with speeding cars and other obstacles.

Soon the other tentacles joined in, and the security guards watched the utterly bizarre sight of a man with four metal legs stumbling up a wall and scrambling away like a human Daddy Long Legs...or a land-dwelling octopus.


Somehow, the arms, or Octavius, or both, had figured out their bearings enough to outrun the security guards, the police, and anything else in their path to make it back to where Octavius' East River lab should be.

Except that it wasn't there any more. Now there was just a damaged shell of a building that was partially collapsed into the river. The machinery...the equipment...the home he and Rosie had shared...gone. All gone.

The tentacles dragged Octavius inside the dilapidated hulk of the building, which somehow looked even more horrific that it did from the outside.

It was all becoming too much to take for the injured and exhausted scientist, who slumped over and almost hit the floor before the tentacles were able to brace. Then they gently eased him to the ground and curled up around him protectively.

And there they all stayed for the rest of the night.


"It's incredible, Robbie," Jameson said as he reclined in his chair, puffing away on his cigar and looking out the window of the Flatiron building at his view of the city. "Gossip. Rumor. Hysteria. Panic in the streets, if we're lucky." He got up to pace the office as Robbie sketched a basic layout for the Bugle's front page based on Jameson's speculations. "Crazy mad scientist welds four mechanical arms onto his body like some kind of sideshow freak and goes on a rampage through town." He chuckled. "A guy named Otto Octavius ends up with eight limbs. What are the odds?" He took another draw off the cigar and smiled, then thought of something. "Hoffman!"

"Yes?" Hoffman answered before the words had even had a chance to bounce off the walls.

Jameson looked over at the toadie. Why was he never far from the office when it was time to kiss up to the boss? Then he shrugged. "What are we going to call this guy?"

"Doctor Octopus," Hoffman said brightly.

"That's crap," Jameson retorted, then resumed pacing.

"Science Squid?"

"Nah."

"Doctor Strange?"

"That's good," Jameson said.

Hoffman smiled.

"But it's taken."

Hoffman sighed.

"Wait," Jameson said, "I've got it!" He gestured the headline across the sky. "Doctor Octopus."

Hoffman looked confused for a moment. "I...um...I...I like it."

Jameson was smiling smugly as he congratulated himself on the brilliant thought that had come to him like a voice on the wind. "Of course you do. It's brilliant. New villain in town--'Doc Ock'."

Hoffman forced on his best fake smile. "Genius."

O.K., that was enough ass-kissing for one day. "What, are you looking for a raise? Get out of here."

Hoffman scurried out of the room to find the paperwork to file a patent on "Doctor Octopus". Someday he'd make sure he got his name on the patent first, but now was not the time to argue.

Betty Brant led Peter into Jameson's office just as Hoffman was leaving. "Chief, I found Parker for you," she told Jameson.

"Where have you been all morning?" Jameson snapped at Peter. "Been trying to call you all day--why don't you pay your phone bill?"

Well, maybe I'd be able to if you'd buy pictures of something other than Spider-Man, Peter thought about retorting, then thought better of it. Jameson had apparently actually wanted to see him, so this might be good news.

"Crazy scientist turns himself into a mutant weirdo in front of one of my photographers," Jameson continued in rapid-fire staccato accusations, "and we don't have pictures?"

Or maybe not-so-good news. Peter wasn't sure he should offer an excuse like "My good camera got sucked into a miniature sun" to Jameson when he was in this kind of mood.

"I heard Spider-Man was there," Robbie added.

Peter hoped the confusion in his mind wasn't on his face. Robbie normally defended Peter against every Jameson attack and was one of Spider-Man's staunchest supporters--why was he making such a point of telling Jameson that Spider-Man was there, and why was he looking Peter in the eye when he was doing it? J.J. hated Spider-Man, and hearing his favorite target was there at the birth of a new "mutant weirdo" would be just another reason for him to rant and rave about what a menace Spider-Man was. Did Robbie know the truth, or at least suspect something stronger than coincidence at work in Peter's ability to get pictures of Spidey? Or was this just a case of yet another person being disappointed in him not "being on the ball" because his other life interfered yet again?

"What were you doing--taking pictures of squirrels?" Jameson fumed. "You're fired!"

Peter was becoming more than a little annoyed with being fired constantly, but by now he was getting used to this and every month being "Kick Peter In The Teeth" month here at the Bugle. He turned to go.

"The planetarium?" Betty reminded her boss.

"Oh, yeah, right," Jameson groaned. "You're unfired. Get back in here."

That had to be a new record for a J. Jonah Jameson fire/rehire turnaround. Peter stood in the doorway, not sure he should come any further inside if Jameson wanted to do another hurried flip-flop.

"What do you know about high society?" Jameson demanded.

"Oh...um..." Peter tried to think fast. About the only thing he knew for sure was that the high society folk had more money than he did, but he couldn't let Jameson know that was the limit of his knowledge base.

"Never mind," Jameson interrupted Peter's thought scramble. "My society photographer got hit in the head with a polo ball and wound up in the hospital. You're all I've got."

Peter shrugged. Nice to get a chance to benefit from someone else's misfortune for once.

"The Science Library of New York is throwing a party for a big-time American hero--my son, the astronaut." Jameson puffed out his chest with pride. "Be at the Library's Planetarium tonight at 8:00 sharp."

"Could you pay me in advance?" Peter asked, seeing if he could gain any leverage at all in this situation.

Jameson burst into laughter.

Peter sighed.

Jameson laughed harder.

Peter decided he was tired of being laughed at and glared at Jameson. Just one web shot, he tried to convince himself. Really, nobody will notice it...until he tries to get out of his chair and falls flat on his face because his shoelaces are webbed together...

Jameson finally noticed Peter was still standing there. "You serious?" he asked.

Peter nodded.

Jameson snarled. "Pay you for what, standing there? The Planetarium, tonight, 8:00 sharp." He gestured haughtily toward the newsroom. "There's the door."

Peter sighed. It was worth a shot, anyway. He turned and trudged away, reminding himself that this time he was likely to be paid well enough to get on the black side of the debt ledger. Something good had to happen for him soon, right? Really, by the law of averages, things somehow had to turn around eventually, right? Somebody somewhere in the world surely had a worse life than his, right?

Right?


"My Rosie is dead."

That was all Otto Octavius could think of as he stared at the floor of the wrecked warehouse he once called home, which was now just another condemned building on the East River. He was slumped over in a pained heap, held up only by the four arms that had become permanently welded to his back in the horrible accident that had caused this catastrophe in the first place. "My dream is dead." He looked at the arms. "And these...monstrous things...should be at the bottom of the East River..." He felt his heart breaking and he was losing the battle to keep tears at bay. "...along with me."

The arms looked startled--or at least did a good imitation of a startled expression. How could such a logical man be thinking such illogical thoughts? Two of them turned their pincers toward him and began making chittering, squeaking noises as they flexed their claws and tried to show him what valuable assistants they could be to him still.

Octavius looked confused. "Something...in my head...talking?" Then the horrible truth hit him. "The inhibitor chip!" He reached back behind his head.

One of the arms angled to give him the view he could not get otherwise.

The chip was now just a charred mess of burnt wires and broken circuitry.

"Gone..." Octavius was now truly afraid. He could feel the arms and their AI computers sending signals to his brain now, and he could do nothing to slow down the rush of information running to his head. He was going mad, he knew it...

The arms opened their pincers wide and showed him the interior of the lab. Yes, it was practically destroyed, but there were still metal girders and power lines and some equipment left...surely something good could come of all of this...they'd made do with less before...

"Rebuild," he heard himself whispering. Then he caught himself. Where had that idea come from? "No," he said aloud, trying to make sure what little coherent thought was left in his brain understood the situation. "Peter was right. I miscalculated."

More illogical thoughts. The arms had always thought their creator was more rational than this. Some silly sophomore physics major knew more about fusion reactions than the creator? Impossible, and illogical. One of the arms played back a short loop of internal memory about the reaction. The other arms replayed parts of their own memory banks.

Octavius looked around the room, his eyes wide as things began to come back into his own memory. "I couldn't have miscalculated!" he stated firmly. "It was working, wasn't it? Yes...yes, it was..."

Finally, a far more logical decision from the creator. Now to help him start anew. They'd had lots of practice in the simulators. This whole unfortunate mishap was just another set of test results to analyze...after all, as the creator had said many times, the only truly successful tests were the ones that found problems...

"We can rebuild," Octavius said aloud, continuing the thought processes the tentacles' AI had begun. "Make it bigger." He began surveying the room, trying to figure out what he could salvage from the mess. "Make the containment field stronger..."

And then reality set in again. It had taken months to perfect the apparatus before, and millions of dollars in investment capital. "But we need money." Where was he going to get that kind of money? Not from Harry Osborn, that was for sure, and not from anyone else who'd been there to see the disastrous demonstration...

"Steal it?" Again, a thought he wouldn't have ever had before. "No! I'm not a criminal..."

And then the tentacles cornered him. And their chittering made strangely logical sense. "You're right," he muttered. "The only real crime would be not to finish what we started." And of course, after they were successful, he'd be able to give back the money a hundred fold. So it would really just be a rather unorthodox kind of grant or loan.

He stomped his way around the room on two of the tentacles, testing the foundation to find areas that might be strong enough to hold up the weight of the equipment. "We'll do it..."

He felt the floor stop shaking as he put down one of the right tentacles, right at a perfect spot. There was even an opening through the floor to the river underneath, which would enable him to naturally cool the reaction. "...here," he pronounced firmly. Then he smiled, feeling empowered as never before. His dream that he thought had died had merely been delayed. Delayed so that when it finally did come, it would be sweeter than ever. "The power of the sun in the palm of my hand," he vowed. "And nothing will ever stop us again. Nothing!" He shook his fists in the air as a promise.

Two tentacles mirrored the reaction as the other two lifted Octavius up to stand over the site of his eventual triumph, as if literally interpreting his dream of truly being a giant among men in the science world.


As Octavius pondered obtaining his unorthodox loan, May Parker was trying to obtain a more conventional one at the National Savings Bank, which had quite a while ago bought the mortgage on the Parkers' tiny two-bedroom house in Forest Hills. They'd been reasonably good two years ago about helping her obtain disaster relief funds to rebuild the house after the Goblin had practically destroyed it, but now they were threatening to foreclose on her mortgage because of how far she'd fallen behind in her payments, and she had to find some way to keep them from doing so. Practically everything she held dear in life was at stake. "That's my late husband's Social Security statement," she said as she watched the loan officer leaf through the application.

"Yes, I see that," the officer said, his tone indulgent but annoyed.

"And my uncle's life insurance policy," Peter added, present at this whole unpleasant meeting pretty much to provide only moral support, because it wasn't like he could actually offer her anything else. He wasn't even old enough to co-sign the loan even if he could somehow add assets as collateral. The whole thing felt like a microcosm of his whole miserable life the past two years...able to save the world, but not the ones he loved the most.

"Yes, I see that, too," the loan officer replied. "But you just don't have the income required to refinance this loan."

Peter sighed.

May thought fast. Clearly, this man needed to see some actual income on her application, not just the meager pension she was drawing as Ben's widow. "I'm giving piano lessons again," she interjected, hoping he might just take her word for it instead of asking to see receipts.

Peter frowned. Aunt May hadn't given piano lessons in years, even though she had a sign out in front of the house advertising them. "You are?"

Then he felt his spider-sense tingle and had a sudden urge to shift his legs to the side.

And as he did, the kick May had meant to send into his shins connected with the loan officer's instead. "Ow!" the man screamed.

Oops, Peter thought, cringing.

Oops, May thought, cringing.

"Ow!" the loan officer repeated. Why were the sweet and innocent looking little old ladies the ones who always gave him the hardest time? "Ow!" Then he gathered himself. "We appreciate that you just opened a new..." He glanced at the paperwork again. "...super-saver account with us today. But you just don't have the assets needed to justify this loan. I'm sorry."

May sighed. "Ah, well." She rummaged through her purse and produced a newspaper clipping, an advertisement for a free gift with a new account. "At least we get the free toaster."

The loan officer drew back his shins in preparation for being kicked again. "Actually, that's only with an initial deposit of $300 or more."

May pursed her lips into a sour pucker as she noticed the fine print on the ad. "Oh, yes. I see."

The loan officer really did feel a little sorry for her, even if she had tried to break his leg. Maybe he could find a calendar or something for her so she wouldn't assault him with her umbrella. "I'm really sorry, ma'am. Now, if you'll excuse me..." He got up from the desk and walked away, giving her an uncertain glance the entire time.

May slumped forward. She was going to lose her house...her home. She just knew it. Maybe she shouldn't have kicked him so hard, but she'd have sworn she was aiming for Peter's legs at the time.

Peter put a comforting arm around her. "Don't worry, Aunt May. We'll figure something out." And then, suddenly, he stiffened noticeably.

May looked concerned. Peter's eyes were darting about as if he was trying to follow an ultra-fast tennis game. What in the world was wrong?

Peter couldn't answer her questioning look, because he wasn't sure either. All he knew was that his spider-sense was signaling danger that was near...very near...


If he'd had eyes in the back of his head, he'd have spotted it...in the form of Otto Octavius, clad in an oversized trenchcoat, a fedora pulled low across his face, with darkly-mirrored glasses to conceal his identity. Octavius ripped open a back seam on the coat and gestured dramatically at the safe door.

Four metal limbs burst forth from the hole in the coat and locked their pincers around the door's hinges.

The door creaked but didn't give way. Octavius didn't have enough leverage standing on his own feet to pull it open.

Not a problem. Two of the tentacles sunk their talons into the marble floor and held tight as the other two grabbed the door once again.

This time, the door tore off its hinges, and the tentacles flung it away.


Peter's spider-sense hit DefCon 5, warning him of the incoming projectile. He put one hand on the desk and one foot on Aunt May's chair, then applied force in opposite directions.

The two of them slid apart a split second before the door landed between them and took out the loan officer's desk.

Peter looked back at the safe...and his jaw dropped. Oh, my God...

The loan officer rushed back over to his desk just in time to see a man with four metal arms getting ready to reach into the vault.

"Everybody down!" the security guards ordered as they rushed for the vault area.

The loan officer hit the floor next to May, who had ducked as close to a pillar as she could get.

Peter jumped up from his chair and ran for the door.

"Peter!" May wailed. "Don't leave me here!"

Peter felt a moment of guilt for leaving Aunt May alone, but there really was only one way he could stop this, and it wasn't sitting in a chair or cowering with the rest of the customers. He looked around for a concealed hiding place, then took off for it, shedding his jacket and untucking his shirt as he did.

"That boy of yours is a real hero," the loan officer said sarcastically.

May resisted the urge to whack him with her umbrella right then and there. She did still have some decorum, after all.


As Octavius--or rather, "Doc Ock", as he'd seen himself called on the front page of this morning's edition of the Bugle--strolled forward toward the vault, two guards rushed to cut him off. "Hold it right there!" one of them ordered. "Arms in the air--all of them!"

If you say so... Ock clenched his fists and made a punching motion in the guards' direction.

All four arms quickly obeyed, two of them taking out the guards in front and the other two taking out the guards from the rear.

Now there really was no one to stop them. Ock strode into the vault and looked around.

One of the arms helpfully doffed his fedora so he could get a better view.

Ock looked at the bags of bills and coins in front of him and smiled.

The arms obediently began gathering the money and stuffing it into bankers' transport sacks.

One of the arms, keeping watch as the others worked, noticed something coming up behind them--that annoying red-and-blue bug-like man who'd tried to shut down the last demonstration.

Ock smiled. Now that was one thing that was definitely not going to stop him this time.


As Spider-Man alighted on the wall across from the vault, his spider-sense suddenly surged and told him to move!

He vacated his position a split second before the bag of coins impacted the spot on the wall where he'd been perched.

Spider-Man darted from one wall to the next, bouncing around the ceiling like a rubber ball, while Ock flung heavy bags of coins at him. The bags shattered as they hit the walls and scattered their contents everywhere, raining metal shrapnel down on the customers below.

Spider-Man finally managed to catch one of the bags in a web. "Here's your change!" he wisecracked, slinging the bag back at Ock.

The heavy bag of coins crashed into Ock and drove him into the wall. The scientist cried out in pain as the metal spine cracked the marble facade.

Oh, Jeez, Spider-Man reminded himself, those arms may be super-strong, but he's just a normal guy otherwise. Way to go, Parker. Kill another scientific genius, why don't you?

The tentacles quickly hauled Ock to his feet, and he growled angrily at Spider-Man.

Spider-Man pounced onto a lower wall and started to fire a web ball at Ock, then was shocked that nothing came out. "Oh, no...not now!" He kept trying to fire, but the webshooters just weren't responding...

...and thus they weren't able to catch the bag of coins that smacked right into his chest and knocked him off the wall.

"Ha!" Ock declared triumphantly.


The coins scattered everywhere, rolling across the floor, under tables...and right into the grasp of the loan officer. He wondered if anybody would notice if one more coin was missing...

And then he realized somebody did as May slapped his hand and knocked the coin away. "Ow!" he cried. What was it about little old ladies that made them so mean, anyway?


Ock couldn't have cared less if one or a dozen coins got away. He was too busy making sure that the bug wouldn't bother him any more. He picked up two of the banker's bags, then pointed at Spider-Man's prone form on the floor.

Two of the tentacles grabbed Spider-Man by the arms, then crossed themselves to bind the web-slinger's wrists against his chest. Then they dragged him over to Ock and held him high in the air. "You're getting on my nerves, Spider," he grumbled.

"I'm pretty good at that," Spider-Man replied, trying to work his hands free. He was suspended five feet off the floor with no way to get any leverage, and thus no way to use either his strength or his speed to his advantage. And right now, he wasn't sure he even trusted his powers to free him in any event.

"Not any more," Ock pronounced.

And with that, the two remaining tentacles surrounded Spider-Man's skull and started to squeeze.

The pressure was incredible. Spider-Man wasn't sure whether his head or his wrists were going to break first. But either way, he was going to die if he couldn't get out of this deadly embrace...find some way to grab onto something and get some leverage...

And then he spotted it. But he needed webbing to make it work. He forced his wrists to contort enough to fire off two shots in opposite directions.

This time, the webshooters responded, and two funnel webs encased two heavy forms tables.

Now he had resistance. He grabbed the webs and jerked as hard as he could.

The tables came unbolted from the floor and flew toward the pair.

The arms, desperate to protect their creator, flung Spider-Man aside and knocked one table away.

But they couldn't react fast enough to catch the other table, and it crashed into Ock and threw him across the room and through a window.

The arms pulled Ock once more up off the pavement.

Now Ock was really mad. He made one of the arms rip the door off a taxi that had pulled to a stop to avoid hitting the bank's fleeing customers and hurl it back toward Spider-Man, who was now leaping through the window toward him.

Spidey easily avoided the door and turned around to try and web-catch it before it hit someone else.

And that was when he got decked from behind by the cab's hood and thrown back inside the bank.

Ock grinned again, then ordered the tentacles to get the rest of the money.

Two of the tentacles reached back into the bank to retrieve the remaining bankers' bags.

"Hold it right there!"

Ock whirled to see police cars pulling up to the scene and officers drawing their guns.

Get a hostage, he thought. Preferably an old lady or a kid. They won't shoot at them.

One of the tentacles dropped its money bags and found the nearest old person--May Parker. Wrapping a long conduit around her waist, it picked her up and hauled her over to Ock.

"Hold your fire!" one of the officers ordered as Ock pulled May in front of him as a shield.

"Don't follow me," Ock growled as the last tentacle emerged from the bank gripping bags of money.

And with that, two of the arms carried him away and up the walls of a building, with the money in one set of pincers and May Parker screaming and fighting the grasp of the other set.

Spider-Man got to his feet just in time to see Ock ascending the building and tearing around a corner, his hostage in tow. "Aunt May," he whispered, realizing that once more he'd failed to stop a supervillain from hurting a loved one.

No, he told himself, trying to calm the rising panic, you haven't failed yet. Now, just make sure you don't mess this one up.

With that, he bounded into the air and slung webs to catch up with the escaping pair.


The young travel agent on the tenth floor who was on the phone with yet another demanding client had stopped listening to her customer's whine about the bad service on his cruise because an ever-increasing "thud" was filling her ears, and the walls of her building had started trembling. "Would you excuse me just a moment?" she said, not waiting for an answer as she laid the receiver down and headed for a window.

Several of her colleagues joined her.

Moments later, they were all jumping backwards as pincers pierced the walls around them and a guy with four extra arms in a trenchcoat and dark glasses appeared outside one window while a struggling old woman wrapped up in a metal coil appeared outside an adjacent one.

Everyone in the office ran screaming in terror.


On the streets below, people were running in terror as well as Ock's grasping tentacles chewed into the sides of buildings, sending concrete debris falling like giant hailstones. This entire situation was rapidly spinning out of everyone's control, and the police were helpless to stop Ock from below because of the hostage he was grasping and using as a shield.

And then one of the officers spotted Spider-Man joining the hunt. And he realized the situation was about to get a whole lot better.


Five blocks and thirty stories later, Spider-Man finally caught up with the escaping Ock and pounced onto the wall above the mad scientist's head. "Hand her over!" he ordered angrily.

"Of course," Ock answered with a smile, then gestured toward Spider-Man.

The arm holding May lifted her up toward the wall-crawler.

"Easy now," Spider-Man urged. He never trusted solutions to problems to be this easy.

And sure enough, it wouldn't be. The conduit around May's waist suddenly retracted and released her, and she fell away screaming in terror.

"Butterfingers," Ock taunted.

Spider-Man lunged after her, shooting a web down to catch her.

It grabbed her ten stories off the ground.

Spider-Man caught his balance on the side of the building, then wrapped the webbing around both hands and pulled hard upward.

May sprang up toward him like a very fast yo-yo. He reached out to catch her...

...only to have Ock's tentacles grab him by the neck and fling him off the wall.

May shot past Spider-Man's reach and was still flying upward. Then gravity caught up to her and started to pull back down again. She waved her arms, reaching out for something, anything to stop her fall...

...and the hook handle of her umbrella snagged onto the arm of a concrete statue near the roof. She grabbed the umbrella with both hands and held on for dear life. "Help!" she shouted.

Spider-Man had managed to catch the side of the building with a web to keep from falling back to Earth as well, and kicked Ock in the head to slow the mechanical arms' assault. "I'm coming!" he called, then started scaling the wall as fast as he could.

A mechanical tentacle grabbed his arm and pulled him back down again.

May felt her gloved hands slipping on the umbrella's slick fabric. "Help me!" she cried.

"Hold on!" Spider-Man urged, trying to pry his arm free.

Ock pulled him down harder.

Spider-Man kicked one of the two arms holding Ock to the wall.

It came out, and the other one could not hold.

Now suddenly the two of them were falling, trading blows, each trying to break free from the other and catch something to save themselves before they hit the pavement.

But they weren't the only ones falling. May's hands were slipping off the bottom of the umbrella. She managed to catch the rim of the metal tip, but could feel the material around the rim loosening and her grip weakening. That was it, she was dead. The only thing that could save her now was a miracle.


The falling brawlers also needed a miracle to save them. Fortunately, Ock's arms provided him with one by driving itself deep into the wall.

Spider-Man grabbed onto one of the tentacles to stop his own fall.

Ock angrily flung him off.

Spider-Man crashed through a window in the garment-making shop across the way.

Ock smiled, then realized that he still needed to have something to protect him from the police, who were ready to start shooting at him at any moment. He looked around for where his hostage had gone to.


May was still hanging by her umbrella, but not for much longer. She felt her hands slip again and knew she couldn't hold on for even one more second...

...and then her feet were suddenly standing on something solid. She looked down.

All this time, a decorative verdigris-colored ledge around the building had been mere inches below her feet, ready to break her fall. She looked up at what her umbrella had hooked itself onto...

...and looked into the stone eyes of an angel.

May smiled and began a grateful prayer of thanksgiving as she reached for the angel's face in gratitude. "Oh," she said through joyful and relieved tears, "thank you..."

And that was when she was once more yanked off her feet by one of those horrible tentacles. She screamed.


Spider-Man shook himself clear of the mess of fabric and machinery he'd fallen into and leapt to the window at the sound of that scream. He hoped against hope that it wasn't who he thought it was...

...but of course, it was exactly who he feared it would be. For there across the road he saw Ock, holding May above the ground just as Goblin had held MJ two years ago. "Aunt May...," Spidey whispered aloud, feeling panic rising in him once more.

"You've stuck your webs in my business for the last time, Spider-Man," Ock taunted. "Now you'll have this woman's death on your conscience!"

Like Hell I will. Spider-Man gathered his resolve, then shot two webs into the sides of the window frame and pulled back on them as hard as he could to create a giant slingshot.

Then he lifted his feet and shot across the gap.


"Come on, you son of a bitch," Ock hissed as one of his tentacles extended a piercing tong from its center behind his back.

May gasped. "How rude!" she whispered.


Spider-Man had his fist extended as he flew through the air. He was going to kill Ock when he got over there, respected idol or not. No one threatened his family and got away with it. No one.
Ock chuckled. Oh, good, the bug was going to make it easy for him. He was stretched out nice and straight, ready for filleting. "Come on..."

May, realizing that her only hope of rescue was dead if she didn't do something, swung her umbrella and smacked the handle into the side of Ock's head.

The blow was so sudden that it knocked Ock's glasses off and upset his balance. He waved his arms and frantically tried to catch something.

Spider-Man managed to contort his body in mid-air and dodge all the grasping and stabbing tentacles, then kicked Ock in the head once more before catching a landing on the side of the building.

Ock dropped May as the tentacles grabbed desperately for something to hold onto, finally piercing and holding the wall once more.

Spider-Man dove off the wall after the falling woman.

As May screamed and flailed about, she suddenly felt two sticky balls impact her chest and then felt resistance, as if something was slowing her fall.

Then a strong arm grabbed her around the waist, and then she twisted in mid-air as the arm pulled her tight against a rock-solid muscular chest. She heard a strange sound--like the sound a tube of toothpaste made when squeezed too hard, the sound of a liquidy solid shooting out of a nozzle--and then suddenly she realized she wasn't falling any more.

She was safely clutched in the powerful right arm of Spider-Man, who was web-slinging away from the scene.

Behind her, she could hear shots ringing out and a deep "thud" sound retreating away. Out of the corner of her eye, she saw that horrible metal-armed man escaping.

But right now, she didn't have time to think about that. She only had time to say a prayer of thanks that once more she'd been rescued from certain death by arms from on high. Only this time, they were clad in red and blue spandex instead of cast in concrete, and they were carefully securing her into place first on one hip, then the other, as the free hand would cast a new web to take them a different direction.

The next thing she knew, her rescuer had touched down in the lightest landing she could possibly have imagined, then gently stood her upright. "There you go, ma'am," he said brightly.

"Oh, thank you!" she said joyfully, almost in tears again. "Have I been wrong about you!" She reached up to touch the face of her rescuer as she had tried to touch the angel. Then she stopped, instead tracing his shoulders and chest with her hands, as if she thought she should recognize him in some way. Funny...in his pictures he looked much taller. Probably because he was always so high above the action, she realized; Peter had explained the concept of perspective in photography before, showing how it could make a bunny look gigantic and a basketball player ant-sized. But as she looked at him standing before her and felt his strong hands steadying her, she realized he wasn't any taller than her beloved Peter. And even funnier, even though the costume clung to every one of those rock-hard muscles like a second skin, she'd have sworn he wasn't built any differently than Peter, either...

"We sure showed him, didn't we?" Spider-Man teased.

May looked at him oddly. Had he forgotten already that the only reason he wasn't spider-kabob was because she'd smacked Ock in the side of the head? "What do you mean 'we'?" she retorted, half-teasing herself.

Spider-Man shrugged mentally. She did have a point, after all. "Oh," he sighed. Then he waved good-bye, leapt into the air, and webbed away.

Onlookers pointed into the air and cheered. A group of teenage girls ran to May's side, squealing about how "cute" and "gorgeous" and "hot" Spider-Man was and wanting to know if he'd said anything or whether she knew his phone number. May wondered how they knew he was so cute...and then found she was wondering about his potential cuteness herself.


As night fell over Manhattan, the elite of high society mingled among themselves at a cocktail party in the Science Library of New York's gorgeous planetarium. Many of them were talking about the fall of Otto Octavius. Some were even calling him "Doc Ock", like the Bugle was.

Peter Parker, however, was so sick of hearing about Doc Ock that he just wanted to bolt from the building and web away from the mere mention of the name. But he had promised he'd be here, and he was going to get paid for it, so he might as well put on his best smile and enjoy the festivities.

Right now, though, he wanted to enjoy the hors d'oeuvres. But every time a platter would come near him, hands would seem to emerge from nowhere and snatch every last item off the tray before he could get one. He sighed. He couldn't seem to get away from grasping hands today, no matter what he did.

Then he noticed the Science Society's president coming toward him. He lifted his camera. "May I?" he asked.

The president and his wife posed for a picture.

Peter went to snap the shutter and then realized that his lens cap was still on the camera. Darn it, he wasn't used to this back-up camera--it was the one he usually set and left for automatic shots when he was getting pics of Spider-Man, and its lens cap didn't have a strap to allow it to be easily pulled off and on like his good one did. He smiled sheepishly, took the camera down and uncapped the lens, then raised it again...

...only to find the president had left.

Peter sighed. Nice to know that there were indeed constants in life...death, taxes, and his rotten luck. He headed for the bar, hoping for better luck finding photography subjects.


The bar was a beautiful glass and brass fixture, and most of the party-goers had commented that it was much nicer than what caterers normally hauled out for these things. A tuxedo-clad bartender poured expensive champagne into a fine cobalt blue flute.

But just as he finished pouring, a sweaty and shaky hand grabbed the bottle and crashed it into the beautiful glass, shattering it. "Leave the bottle," a morose and angry Harry Osborn said in a slurred voice.

The bartender sighed. He hated society events. Somebody always got way too drunk for the occasion. Even this one. He left the bottle on the bar and turned away.

Harry found another flute and began pouring another glass of champagne for himself.

"Hey, take it easy there, buddy," Peter urged, putting a hand on his friend's shoulder to at least pretend like he actually cared about Harry's well-being. After all, as far as the rest of the world was concerned, Harry was still his friend, regardless of what was going on behind the scenes and behind the mask.

"Why?" Harry snapped, and Peter could have gotten drunk himself off the fumes from Harry's breath. "It's a party, isn't it?" He finished pouring the champagne, only spilling a little bit in the process. "Besides, wouldn't you drink, too, if you'd dropped a bundle on some crackpot who you thought was going to take you along for the ride to fame and fortune?" He took a swig of the champagne. "Not to mention your friend the bug..."

Peter was not in the mood for this. "Not tonight, Harry..."

"Yes, tonight!" Harry interrupted. "Tonight and every night! From now on it's 24-7 until I find him." He turned back to the bottle of champagne. "It's all I've got left."

Peter thought seriously about alerting the bartender that there was a minor getting drunk at his bar until he realized that Jameson was shouting his name over the crowd noise. And he was here to work, after all. But he couldn't just leave Harry like this...

"Parker!" Jameson bellowed, finally coming over to Peter and grabbing his shoulder. "What, are you deaf? I called you twice! I'm not paying you to stand around and sip champagne..."

And before he knew it, work had pulled him away from the rest of his life once more. This time, literally, as Jameson took him by the arm and dragged him into the crowd. "Get a shot of my wife with the Minister!" Jameson ordered, pointing Peter at a middle-aged woman clutching a clergyman's tie.

The woman put on her best fake smile. "Lovely tie," she covered.

Peter didn't even want to know. He just snapped the shot.

"Get a picture of us with the D.A.!" Jameson jumped into the shot next to his wife, who had wrangled the D.A. and his wife to stand with them.

Peter snapped the photograph.

"Get a shot of the mayor and his girlfriend!"

The sixty-ish mayor and the beautiful twenty-something woman next to him looked annoyed.

"Uh...wife," Jameson corrected, embarrassed.

Peter took the shot, finding it refreshing to finally meet someone more socially inept than himself. Maybe he should have brought a tape recorder for blackmail material...

A fanfare from the jazz ensemble announced the impending entrance of the night's special guest. Peter turned to face the podium.

A woman who probably was a science geek in real life stood there in her not-quite-right-for-the-occasion dress, beaming with pride and shaking with nerves as she prepared to speak. "Thank you all for coming out to the Science Library of New York's annual fundraiser," she told the crowd. "And now, I'd like to introduce our guest of honor. He's the first man to play football on the moon..."

Everyone in the crowd laughed. Peter himself wondered how far a forward pass would go in lunar gravity and whether the Jets would actually be able to win a game if they played there. That would have been Uncle Ben's take on the situation, anyway.

"...the daring, the delightful, the delicious Captain John Jameson." She gestured across at the marble staircase.

The jazz ensemble struck up "Stars And Stripes Forever" as everyone burst into applause at the sight of the dashing Air Force Captain descending the steps, drop-dead-gorgeous redhead on his arm.

Everyone, that is, except Peter. Because the dashing Air Force Captain was the guy he'd seen outside the theatre two nights ago. And the drop-dead-gorgeous redhead on his arm was the woman he'd been kissing, Mary Jane Watson.

MJ, making eye contact with the crowd, spotted Peter. For a brief moment, the public smile faded from her expression. Then she held her head high and smiled the biggest, proudest, look-at-me smile she could conjure up.

And Peter was once more reminded that there were indeed constants in life...death, taxes, Mary Jane Watson's beauty, and his awful, rotten luck.


Jameson the elder had finally stopped hounding Peter for pictures of Jameson the younger long enough for him to head out to the veranda to get some much-needed air. He reached for another approaching hors d'oeuvres tray, and once more a group of grasping hands snatched every last piece off of it before he could get to it. Ugh. At this rate, the luckiest thing that might happen to him tonight was that he'd starve to death.

And then, he saw her.

The moonlight was glistening off of MJ's gorgeous red hair, which she'd had styled in a tightly-spun chignon and pinned with jeweled hairpins that matched the brightly sparkling stones in her earrings. She'd draped a black velvet shawl across her shoulders to ward off the chill and was looking off into the night sky. She'd never looked more beautiful...or more unattainable.

But he might never get a better chance to talk to her again. He cautiously walked over to her. "Hey," he said sheepishly.

She turned around, and her expression turned ice cold. "Oh...you."

He'd gotten warmer greetings than that from supervillains. Wow, she was really pissed. Not that he blamed her, of course. He'd be pissed, too, if he'd been stood up as many times as he'd stood her up. "Look, I'm really sorry about the other night. There was..." He couldn't believe he was actually going to give this lame excuse again. "...a disturbance..."

"I don't know you," MJ interrupted sharply. Then she looked hurt. "And I can't keep thinking about you. It's too painful."

If only she knew how painful it was for him, too. "I've been reading poetry," he babbled, trying to figure out a way to tell her how he felt.

She scoffed. "Whatever that means."

"Day by day he gazed upon her," he said, finally understanding the pain behind those words. "Day by day he sighed with passion. Day by day..."

"Don't start," MJ snapped.

Peter felt his heart sink. Yet another bit of "good advice" he'd received shot all to Hell. He tried to think of something he could say to get through to her. "Uh...can I get you a glass of champagne?"

"I'm with John," MJ replied haughtily. "He'll get my champagne."

"John," Peter repeated, trying not to sound as angry as he felt at hearing her speaking another man's name as the person she was "with".

Too late. MJ had definitely picked up on his pissed-off tone. "By the way," she said, feeling her own anger building, "John has seen my show five times. Harry has seen it twice. Aunt May has seen it. My sick mother dragged herself out of bed to see it. Even my dad..." Well, maybe she shouldn't exaggerate too much. "He came backstage to borrow cash." She re-focused on what she'd wanted to say for two days now. "But my 'best friend', who 'cares so much' about me, can't even make an 8:00 curtain. After all these years..." She felt her voice catch. "...he's nothing to me but an empty seat."

And with that, she walked away, leaving Peter dumbfounded. What could he say in response to that? Sorry, MJ, but while your boyfriend and your ex-boyfriend and my aunt and your mom and your deadbeat dad were hanging around the theatre watching you pretending to be somebody else, I was off helping the police, rescuing kids, stopping killers, saving lives--would you really rather I'd have been sitting in that empty seat?

Then he realized that he knew the answer to that question. Yes. You'd really rather I'd have been sitting in that empty seat. And quite frankly, I'd rather have been, too.

Frustrated and angry, he snatched a glass off a passing tray and tipped it to slam the contents down his throat.

Except there weren't any. It was an empty glass, as empty as that seat.

He resisted the temptation to hurl it aside and decided that getting air was overrated, then wandered back into the planetarium.

Not even ten steps into the place, a clearly drunk and clearly angry Harry Osborn grabbed his arm and yanked him aside. "It's pissing me off, your loyalty to Spider-Man instead of your best friend," Harry hissed in an intoxicated slur. "You lie to me to protect the guy because he's your bread and butter..."

Peter pulled his arm away. "Take it easy, buddy...," he began.

Harry grabbed his arm again. "Don't tell me to take it easy!" He gave Peter a shove. "And don't act like you're my friend, either. You stole everything from me. You stole MJ from me. You stole my father's love from me. And you let my father die because you didn't turn in the freak that killed him because he's your livelihood--isn't that right, brother?" He smacked Peter hard across the face.

Peter wasn't sure which hurt worse--the slap, or Harry's angry accusations. Ordinarily it would just be the words, but that slap had stung, too.

"Huh?" Harry continued in a roaring shout. "Isn't it?" He slapped Peter again.

On another day, in another time, Peter would have finally gotten fed up with all this, backhanded Harry across the room, and beaten the crap out of him for treating him like this. It was Harry who had stolen MJ in the first place, and he'd never wanted Norman's love, and dammit, I didn't kill Norman Osborn, he killed himself while he was trying to kill me!

But right now? All he could do was just stare at Harry as if he were insane. Because if Harry wasn't, then Peter himself was for even hoping the universe would cut him a break for once.

Harry suddenly seemed to notice that everyone in the room was watching the two of them. And he was an Osborn, after all, and he did have a reputation to uphold. He gathered himself, then staggered away.

Peter was once more completely speechless and unable to figure out what to do. It was beginning to drive him crazy that there really and truly were constants in life...death, taxes, Osborn family insanity, Mary Jane Watson's beauty, and his horrible, awful, rotten luck.

John Jameson stepped up to the podium in an attempt to get the party back on track again. "Ladies and gentlemen," he told the audience, "I'd like to inform you all that the very lovely Miss Mary Jane Watson has just agreed to marry me."

Those words drove into Peter's gut harder than any supervillain's knives ever could. He stared at MJ across the room, watched her giggle and blush, read her lips speaking the words "you didn't tell me you were going to tell everybody!" as she stepped onto the dais to join her...

...her...

...her fiance.

No, Peter's psyche mourned. No...no...no...

As the room burst into applause, Jameson screamed for him to "hurry up and take the picture!"

Peter numbly raised the camera and looked through the viewfinder at the last sight in the world he ever wanted to see...Mary Jane Watson, kissing another man.

He pressed the shutter to freeze-frame that moment for eternity.


Hours later, he still couldn't get the image out of his head. He barely remembered anything else about the event, including when he'd managed to escape from J. Jonah Jameson's clutches, ditch his clothes, and pull on his mask for a long swing through the city, but he could remember that moment as clear as if it were happening right now.

Mary Jane Watson and another man. Didn't really matter who it was--though why it had to be Jameson's kid was yet another cruel twist of fate that he wasn't even going to pretend to try and understand--it was Mary Jane Watson and another man. Why? Did God hate him? Was this all some insanely impossible test of character in the class of life? Because if it was, he'd like to withdraw from this class right now, thank you very much. Harry hated Spider-Man, MJ hated him because Spider-Man kept pulling him away, Aunt May had gotten kidnapped as bait for Spider-Man...Spider-Man, Spider-Man, Spider-Man. He was really getting sick of all things Spider-Man...

...and at that moment, his right webshooter clogged again. And so did his left one. "Oh, no...no...no, not again!" he cried out in a panicked voice, desperately trying to fire even a thread as once more gravity asserted its authority over all things on Planet Earth and he began freefalling thirty stories toward the streets of Manhattan. He tried to twist to catch a wall on the way down...

...and his fingers brushed right off the surface.

Moments later, he crashed through a fire escape, bounced off a dumpster, and landed face down in a puddle of rain water.

Ow. Ow. Ow. He noted the macabre sentiment that pain at least meant he was alive, then wondered if that was necessarily a good thing. He sat up and pulled off his wet and muddy mask, staring at his hands. "Why is this happening to me?" he moaned. He tried to fire a web again from his right wrist.

Nothing. Not even a trickle of web fluid emerged. He tried the left one.

Still nothing. It was like they weren't even there any more. Yeah, like that would ever really happen...

Be careful what you wish for, Uncle Ben had once told him. You might get it.

And that was when a horrifying thought passed through his mind...the thought that he was actually losing his powers. That this wasn't some strange fluke happening, but an actual physiological change in his body. Maybe all that venom in his body from that genetically-altered spider bite two years ago had finally run its course and left him for good...or bad...or whatever.

Or maybe he was just really, really tired.

But the fact that he'd missed the wall when he'd reached for it bothered him. One of the few aspects of this change that he did actually like was the strength and agility it had given him. He could dive fifty, sixty stories, launch a web, swing hundreds of feet, and still land like a bird on the tiniest of perches; grabbing a fingertip catch on a wall ten stories up shouldn't have been a problem. But if the webs were gone, then maybe the rest of it wasn't far behind...

He got to his feet, stepped over to the wall, and started climbing.

O.K., this still worked. But somehow his microscopic fingertip hooks weren't digging as deep into the brickwork as they usually did. And the brick wall felt awfully slick, almost as slick as glass...

...and that was when he felt himself slide down half a story. He pressed his fingers and toes hard against the wall, desperate to keep from falling, because if this was going, then there was no telling what a three-story fall would do this time...

Moments later, he found out as he fell off the wall, banged his head and back against the dumpster, and fell face-first into the puddle again.

Ow. Ow. Ow. Well, at least he was still alive. For whatever that was worth. He sat up, shook the water off his hands, and leaned back against the dumpster, not really sure what to do now.

A breeze swept down the alley, and a loud rattling sound filled his ears. He looked around.

Draped over the side of the dumpster was a copy of the late edition of The Daily Bugle. And he couldn't read what the headline was from the angle where he was sitting, though he could see just enough of the front page picture to know it was probably another anti-Spidey rant. He reached up for it and pulled it down...

...and still couldn't read it. Oh, great. My eyes are going, too? Then he shook his head. Well, of course, dummy. After all, it was only the increased strength and coordination that made you able to focus them right in the first place. He squinted his eyes and pulled the paper closer to his face so he could make out the headline...


Spidey And Ock Stage Bank Job!

Up in his room after finally finding his clothes and staggering back to the hellhole he currently called home, Peter re-read the headline for the umpteenth time that night. And it still managed to piss him off even more every time he read it.

Angrily, he threw the paper across the room, noting with chagrin that it hadn't even made it as far as the door. At the rate his powers were leaving him, he'd likely be dead by morning. And maybe that wouldn't be such a bad thing.

He grimaced in pain as he collapsed onto the bed from sheer exhaustion.


Amazing the things you could get by stealing.

It had only been a day since Doc Ock's spectacular crime spree--at least, that was what this morning's Daily Bugle was calling it--had begun, and already he was reaping the benefits. Of course, it wasn't really stealing, it was just an extended borrowing program. Everything would be sorted out after the fusion reaction was finished. Then he'd be able to return all this stuff ten-fold. A hundred-fold. Maybe more.

The first thing he'd borrowed after the bank money, though it wasn't reported in the papers, was electrical power. This wasn't really stealing at all, mind you, just a programming change by one of his arms connecting into a back door port on the Power Company's main computers and ordering the circuits turned back on for the Octavius Lab Building. After all, they'd only been turned off because of some silly building code regulation that condemned facilities shouldn't have power access--something about a fire hazard--and with all the advances in the city's security systems over the past few years, it would probably take someone only a couple of years to figure out that the order override had come from an invalid source. Maybe 18 months if he was particularly unlucky. He'd be able to give back all this power and more in a few weeks if all went well, so no harm, no foul, right?

The next thing he'd borrowed was some more computer equipment. That one had made the papers, but what else could he have done? The stuff in his lab was practically useless, and he had to have computers, so it was off to the computer store for new ones. Then off to a nearby college for bigger processors. Then off to another set of scientific labs for additional capacity. He enjoyed particularly raiding one OsCorp facility over on Long Island. That would teach that ingrate Harry Osborn to throw a temper tantrum in his lab. No one was in charge here but Otto Octavius. And that was the way it was going to stay from now on.

The next thing he'd done was turn the phones back on to the lab, too, another unreported borrowing of assets. Now that he had computers and power, he needed phone service. High-speed internet access, too. The whole lower east side should be grateful that his arms had now overridden all restrictions in the phone company's computers for obtaining DSL service along the East River. One should always be willing to give back to one's community, after all.

And now he was ordering some necessary equipment he couldn't get locally. Now that he actually had cash, he could pay for the stuff he was ordering. And anything he couldn't buy, he could probably "convince" the company to "donate" with a simple programming change on their secure servers, so that shouldn't be a problem. For a while. And at any rate, in a few weeks he'd be able to pay all this back, so it was all just a temporary situation.

The only thing he needed to do now was lay low while he completed some basic setup work in his lab. That should throw the Bugle and that pesky Spider-Man off the scent of his trail.

As three arms unpacked equipment, the other struck a match and lit the big Dominican cigar Ock had found in the wreckage of what had once been his loft. Nice to have some old familiar friends around, no matter what you were doing.

He blew out the match, then reclined in his chair and relaxed with his cigar while his dedicated assistants tended to all the work. And to think two days ago he'd wanted to die. Now, he'd never felt better in his whole life.


Peter, meanwhile, had never felt worse. But the campus doctor couldn't tell why.

Dr. Wade Davis was trying to find the reason the young man before him was experiencing a list of vague symptoms--weakness, dizziness, insomnia, panic. His first thought was mononucleosis, a particularly common problem among college students, but the kid didn't have swollen glands or a fever, and he didn't want to give up a blood sample, so Davis had to check that one off his list. A check of his reflexes had been perfectly normal--if anything, they were a little faster than normal--and Peter's heart and lungs all sounded fine. His pulse was well within normal range, his blood pressure was fine, and as Davis peered down Peter's throat, he didn't see any signs of any kind of physical disorder. Heck, the kid was probably healthier than he was, and looked fantastic--firm, hard muscles, not a trace of body fat. He had two weird scars on his wrists, though--Peter had explained them away as "an accident in chemistry class", but whenever Davis saw marks on the wrist, he automatically thought of suicide attempts. So maybe he wasn't dealing with a physical malady at all. "You seem completely not-sick to me," he told Peter. "My diagnosis? It's up here." He tapped the side of his head.

Oh, great, Peter thought. On top of everything else, now people think I'm crazy. But realistically, he couldn't have hoped Davis would come up with any other diagnosis. How could Peter possibly explain what his real physical symptoms were? Doc, I can't shoot webs out of my wrists any more and I've lost all the microscopic hooks in my fingertips--can you help me? Yeah, that would get him locked up for sure.

"You say you can't sleep," Davis said, tossing aside the tongue depressor.

Yeah, because every time I lay down, I get waked back up again by something going on in my head. As exhausted as he was last night, every time he'd been about to fall deeply asleep, he'd replay some event of the previous day--Aunt May dangling over the street, Harry slapping him, MJ kissing another man--and he'd bolt upright in bed, drenched in a cold sweat. But again, there was no way to really articulate that to the doctor.

"Heartbreak?" Davis guessed. "Bad dreams?"

Hm-m. Maybe there was a way to explain what he was going through. "There is this one dream," Peter replied nervously.

Davis nodded encouragingly.

O.K., here goes... "Where...in my dream..." You can do it, Parker...go on... "I'm Spider-Man."

Davis raised an eyebrow.

Yeah, if you think this is crazy, Doc, you should try actually living it. "But I'm losing my powers. I'm climbing walls but I keep falling off...that sort of thing."

Davis tried not to give Peter a look that indicated any judgment of the dream itself. But it was pretty obvious that this kid had some sort of inferiority complex if he was dreaming he was a superhero losing his powers. "So...you're Spider-Man."

"In my dream," Peter was quick to add. He didn't like the way Davis kept looking at him. "Actually, it's not really my dream. It's...my friend's dream." Oh, brother. Now that may officially be the lamest excuse you've ever conjured up.

Davis nodded knowingly. Aha. Identity crisis on top of inferiority complex. Joy. Not like I haven't seen this a million times. "Ah, yes," he said, coming over to sit next to Peter on the examining table. "Someone else's dream."

Yeah, you could say that, Peter answered silently. After all, his dreams for Spider-Man had originally been much simpler and far different than what they'd eventually become over the past two years.

Davis made himself comfortable on the table. "So, let's talk about your friend's dream. Why do you think he climbs these walls? What does he really think of himself?"

"That's just it," Peter said, trying to remember to keep his words couched in terms of his "friend". "He doesn't know what to think."

Davis shook his head. "Wow, that's gotta be just tearing him up on the inside. Nothing's worse than not knowing who you are. Your soul disappears...your whole world just falls apart."

Wow. Davis had just encompassed in three sentences a completely accurate description of how bad Peter's life had become over the last two years. Maybe this visit hadn't been a waste of time after all. Peter felt himself nodding along with Davis' assertions.

Davis saw Peter's nod and interpreted it as a confirmation that his diagnosis was on the right track. "Maybe," he continued, "you're not supposed to be Spider-Man climbing those walls at all. That's why you keep falling. Because that's not who you really are."

Peter looked at Davis for a moment. But that was who he really was. He was Spider-Man. He was supposed to be climbing those walls...

...but why? Why was he supposed to be Spider-Man?

Because somebody else had made that decision for him. Because by letting that criminal get away two years ago, he'd unwittingly unleashed a chain of events that had rapidly spun out of his control...and from that moment forward, practically no decision he'd made in his life had actually been his choice. Everything he'd done in his life from that moment on had been because of unattractive choices placed before him, choices he'd made because he felt he had no real choice at all...

"You always have a choice, Peter," Davis added, as if he'd been listening to Peter's internal monologue. Which he hadn't been, really, but merely reciting lines he often spoke to stressed-out students who were driving themselves crazy trying to be something they weren't just because someone had once told them it was the "right thing to do".

But for Peter, the words were a revelation. "I have a choice."

Davis smiled. Nice to get a diagnosis right the first time. He didn't always have that luxury. But seeing the lights go on behind Peter's eyes made it all worthwhile to him. He felt sure Peter would have a complete turnaround health-wise once those words had a chance to really sink in.


Hours later, as a particularly bad spring thunderstorm was lashing Manhattan by night, Peter lay awake in bed, looking at his hands, pondering Davis' right-on-the-money words, letting them sink in. I have a choice. I always have a choice.

But do I really?


"All these things you're thinking about, Pete...they make me sad."

As he often was in his dreams, he was back in Uncle Ben's old, beat-up yellow Oldsmobile, dressed in the same clothes he'd worn the last time he'd seen Uncle Ben alive, sitting next to Uncle Ben, who was also dressed in the exact same clothes he was wearing that day, both of them in the exact same positions they'd been during their last fateful conversation. And, as he often was in his dreams, he was getting the "power and responsibility" lecture from Uncle Ben again. But this time, he really didn't want to hear it. "Can't you understand?" he pleaded. "I'm in love with Mary Jane."

Uncle Ben, his hair white, his skin wrinkled, his voice full of sage wisdom, gave Peter a pitying look. "All these times we've talked of fairness...justice...honesty...I've counted on you to take those dreams out into the world and live those dreams every day."

Peter looked frustrated, just as he had that last fateful night, upset that Uncle Ben just was not getting it. Even in his dreams, he couldn't catch a break. "I can't live your dreams any more. I want a life of my own."

Ben sighed, just as he had that last fateful night. "You've been given a gift, Peter. With great power comes great responsibility."

Ah, yes, there they were. Those six hard, demanding words. Those same six words that were burned into his psyche, imprinted there with blood and gunpowder and tears and sweat in one horrific night two years ago. He knew them by heart, heard them recited every morning as he arose, listened to them echo in his ears every time he had to cast something aside to go out and save the world...

...and he was sick of hearing them. He was completely, totally, utterly sick of having his whole life's path dictated to him by six stupid words.

Ben extended his hand toward Peter. "Take my hand, son."

Peter stared at the hand for what felt like an eternity. Then he shook his head vigorously. "No," he said, his voice choked with tears and anger.

Uncle Ben looked pained, the same pain that had been on his face when he was lying on the sidewalk and bleeding to death outside the Public Library. It was another image that had been forever burned into Peter's psyche.

But it was an image that would never manipulate his life again. "No, Uncle Ben," Peter repeated, feeling hurt and angry but also strangely empowered. "I'm just Peter Parker. I'm Spider-Man..." He reached deep inside himself for the courage to actually say the words. "...no more."

Uncle Ben's whole countenance seemed to shrink away. He seemed so far away on the car seat as Peter kept repeating his decision. "No more...no more..."


"...no more..."

The sound of the words spoken aloud startled Peter, and he looked around.

He was back in his own room. The storm was building in intensity. Lightning was flashing, thunder was booming...and his own heart was pounding with terror. But it was a terror that he knew he could overcome.

But there was only one way to do it.

He got out of bed and crossed the room to his closet.


Moments later, he was standing before the garbage cans in the alley behind his boarding house, holding his costume, mask, and gloves crumpled up in a ball in his hands. He stood still, looking at the cans...then at the suit...then at the cans...then at the suit...

...no more, he reminded himself.

And then he dropped the suit in the garbage.

The mask stared back at him, its white-silver eyes reflecting the lightning flashing across the sky.

But there was no life in those eyes. And there never would be again. Because he was Spider-Man no more.

He resolutely turned around and walked out of the alley.

The mask's white-silver eyes finally went dark as the storm faded away.


(End of Part One)