Tangled Web

A Shadow/Spiderman Novella By Stephensmat And Scarlet

Inspired By "The Story Continues" by Scarlet

"She'll kill me," Peter said bluntly.

"You aren't that late," Stephen told him soothingly.

"She will kill me," Peter repeated.

"You are ten minutes late, and Shrevvy's getting us there. You can blame it on the traffic," Stephen soothed.

Shrevvy screeched to a halt at an intersection and recited a litany of swear words at the cars around him as punctuation.

Peter shook his head. "I don't know. I might be able to do it, but this has been happening more and more lately. Spiderman is wrecking my love life. MJ…she's starting to…" He sighed. "This is the third time this week I've had to cancel or be late because of Spiderman. She's pissed."

"I warned you about that," Stephen admonished. "I told you to take last week off, spend time with MJ. You know I would have covered for you."

"Stephen, you wouldn't have been able to get into that place without me," Peter said bluntly.

"All right, so it would have taken me longer. I could have done it eventually, though, and you know it."

"But that would have taken time. You've said it time and time again--your time is valuable, it costs lives occasionally. Mine is…quite a bit less so, so there's no excuse for why I shouldn't have."

"The 'Great Power, Great Responsibility' argument again?"

"Would you really expect me to have any other argument? "

Shrevnitz started to pull away from the intersection when someone nearby pointed up and screamed.

Stephen looked out the window. "A jumper. Shrevvy, drop me off and get Peter to the restaurant."

Peter glanced out the sunroof. "I could get up there faster."

"MJ. Angry. At you. Waiting. For you. Go!" Stephen spelled out in simple words, and faded from view.

The man inched along the side of the building, a resigned look on his face. He passed another window which slid open suddenly, and before he could react, a dark shape appeared from nowhere, gripping him tightly and pulling him inside. The man fought back reflexively, and broke free…

…falling to the ground below…

…when his descent was halted by a red and blue blur that seemed to fly between the buildings.

A second later, the blur set him on a rooftop and soared away.

The Shadow breathed a sigh of relief at the near miss. A moment later he shook his head.

"She'll kill him," he said to himself.


Peter ran full speed into the restaurant and looked around quickly. No sign of her.

A waiter seemed to materialize at his side, with a tray in one hand, and a small note in the other. "Mr. Parker?"

"Yes?"

"A Miss Mary Jane Watson told me to give you a message."

Peter winced. "Yes?"

"She said that it was an excellent table and that she's not mad, because she knows that it would have been important, and she'll see you later."

Peter sighed miserably.

"Oh and there was one thing more." The waiter promptly took a wine glass off his tray and threw the drink in Peter's face. "With her compliments, sir."

Peter nodded. "I understand." He turned and stalked out of the restaurant.


Mary Jane sighed yet again as she wondered down the street toward home. She hurried a bit. It was getting dark, and this wasn't the best neighborhood.

A long wolf whistle interrupted her thoughts. "Hey girlie! Want to have some fun?"

Case in point. MJ thought bitterly, and started to run.

A hard grip caught her arm, when suddenly something appeared out of nowhere dragging her attacker away.

The sound of fighting made her turn, but she was amazed to see, that her rescuer was not wearing a mask.

The attacker knocked down, her savior gave her a cocky grin. "Sooner or later you're going to remember about this neighborhood, MJ."

"John! John Jameson!" MJ smiled.

"You O.K.?"

"Yeah."

Just then the wind picked up and MJ shivered.

Without hesitation, her old friend whipped off his jacket and put it around her shoulders. "Let me walk you home."


"No, he didn't…," Sarah Branson began.

"Yes, he did," Stephen finished as the two of them sipped coffee at a midtown café.

Sarah rolled her eyes. "She is going to kill him."

"Tell me about it."

"What do you think we should do?"

"'We'?"

"As fellow agents and partners in crimefighting."

"Uh-huh." Stephen sighed. "We let them work it out. Contrary to popular opinion, I do not try to control every aspect of my agents' lives…"

"Yes, you do."

"I do not." He sipped his coffee. "Just most of them, and anyway I don't do that any more."

"Since when?" Sarah remarked, rubbing her temple a bit.

"Since you came along and appointed yourself my conscience."

"Please," She scoffed. "I already have a full time job."

Stephen gave a light smile and changed the subject. "How are you doing?"

She looked confused. "What do you mean?"

Stephen tapped his forehead. "We've been back eight days. How you holding up?"

Sarah suddenly looked tired. "It's getting easier. It's just…"

"Loud."

"And bright. Sometimes my vision blurs."

Stephen nodded. "The headaches?"

"Still just as strong, I've got one now as a matter of fact."

"How long since the last one?"

"A day or two. They seem to be getting less frequent, but they keep growing stronger as they do."

"Want some help?"

Sarah nodded. Stephen leaned forward and looked into her mind.

Sarah leaned back a bit as she felt something sweep into her, calming everything down, pulling the chaos back and forth, making her mind clear. She let out a breath.

Stephen leaned back. "Better?"

"Much." She rubbed her temple. "Thanks."

"It's what I'm here for." Stephen looked at his watch. "And I would love to continue this discussion, but I actually have a story deadline to meet."

"Going to write about a suicide jumper?"

"No."

"Then can I write about him?"

"No."

"All righty then." Sarah finished her coffee. "Are you taking me home, or is that taking too much of a risk of someone seeing us together and making unseemly assumptions?"

Stephen grabbed his coat. "Let's get out of here."

The two of them walked out of the coffee shop, climbed into Moe Shrevnitz's cab, and sat back as Shrevnitz drove away in his usual rushed, pedestrian-scaring way.


MJ and John ducked back onto the sidewalk just in time to get out of the way of a cab speeding around a corner. "Cabbies these days," John sighed. "It's practically safer to ride the Space Shuttle than walk the streets of this city."

"They put you back on the Space Shuttle?" MJ asked smiling wide.

"Yeah," John said. "My next mission is next month."

"That's great! I'm so happy for you!" MJ smiled.

They walked past a café as the rain started. In a silent agreement, they ducked into the café.

"We should wait till this dies down," John told her. "Can I buy you a cup of coffee?"

MJ smiled. "Yeah. Why not?"


"Wine in the face?" Stephen said incredulously.

"Yep." Peter sighed as they both sat at their desks the next day in one of the rare visits to the Classic's offices that they made during an average week.

"Don't try blaming this one on me," Stephen cautioned.

"I know." Peter sighed again and took a long sip of coffee. "That guy would have fallen. I saved his life."

"Yes you did, and it was a good thing, and if he doesn't try to jump again tomorrow he'll probably be grateful. But you can't blame this on me. You were already coming to do your thing when he fell, so don't try to tell me it was because I didn't catch him in time."

Peter sighed. "Stephen, I need your help. I need a really expensive restaurant, with great atmosphere, soft music, world class food, the whole bit."

"How's Sardis's sound?"

"Perfect."

"I'll make the reservations for tomorrow."

"Do they have those guys who play a violin over the table for you?"

"Well…yeah, but after the surprise wears off, isn't it just a guy hovering over your table listening in?"

"I suppose." Peter shrugged. "You're right. That's not exactly romantic. Though, come to think of it, neither am I."

Stephen gave him a reassuring pat on the shoulder.


MJ was just unlocking her door outside her apartment after a long dress rehearsal for The Importance of Being Earnest when she heard the phone ring. She rushed inside to answer it. "Hello?" she said.

"MJ?"

It took MJ a second to realize the voice on the other end of the line wasn't Peter. And another second to realize that she wasn't as bothered by that as she'd have normally been. "John! Hi! How did you get this number?"

"It's not like you moved since the last time I knew it," he responded teasingly.

"Oh, yeah." MJ couldn't believe what a ditz she was sometimes. "So, what's up?"

"Just calling to say how much fun I had last night." He gave a groan. "God, I've missed you."

"I know. I've missed you too," MJ said, just a little uncomfortable with the subject.

"So…um…"

"Yes, I am seeing someone, his name is Peter Parker, yes, I am happy with him, and yes, we are very much in love."

John couldn't help but smile. "You know, that was easier than I thought."

They both laughed.

"Still, I've missed you," John said again. "And I regret letting you get away."

"John…"

"Will you have dinner with me Wednesday night?"

MJ wasn't really sure how to answer that. "Dinner?"

"Well, kind of dinner. It's this big soiree thing, some PR event for the relaunch of the Shuttle missions. It's a huge to-do, full of movie stars and such. NASA throws it for the new flight crews so it'll be a big deal, five star food, ballroom dancing…"

MJ started to say no…

And stopped.

Chances were he wouldn't have to cancel at the last minute. Chances were he wasn't wearing a costume under his clothes. Chances were he'd…

He'd be there.

MJ started to say no…

"I mean, I'd understand if you said no, but…," John continued.

"I'd love to," she said.

"You would?" Wow, this was much easier than he thought it would be. "Great!"


"So it's set for tomorrow night?" Stephen asked his cell phone. "Excellent. No, thank you. Bye." He hung up his cell and smiled to himself. Plans were always fun to make, especially when they involved secret aspects.

Passing a newsstand, he glanced, as he always did, at the headlines of the competition. This time, his eyes bulged when he got to the Bugle.

The headline screamed: "Spiderman Assaults Window Washer!"

Accompanying the always overblown Bugle front page font was a grainy picture of Spiderman grabbing the previous evening's jumper by the collar. But it was the smaller text that made Stephen seethe. Below the headline were the words: "Pulitzer Prize-Winning Classic Photographer suspected of collusion of criminal activity with masked menace."

"That son of a bitch!" Stephen snarled.


"You son of a bitch!" he exploded exactly four minutes and eight seconds later at J. Jonah Jameson himself.

Jameson looked up from his desk at Stephen. "Who let you in here?"

Stephen slammed the newspaper down. "Are you kidding me? You really think you can get Peter locked up just because he's better than the guys you have on payroll?"

"Parker is a criminal!" Jameson said, waving his hands over the paper dismissively.

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

"Not now!" Jameson and Stephen snapped in unison.

Betty retreated.

Stephen glared. "How do you arrive at that conclusion?"

"He obviously knows Spiderman's movements," Jameson stated in a gruff, no-nonsense tone. "That's why nobody other than Parker can get a photo."

Robbie chose that moment to rush into the office. "Six minutes to deadline, Jonah, and we still don't have page one…"

"I'm missing this leap of logic you're making here, Jameson," Stephen retorted, ignoring Robbie completely.

"Spiderman is a criminal," Jameson continued to Stephen as if explaining a difficult concept to a small child.

"No he isn't!" Stephen and Robbie snapped back.

Betty Brant tried once more to rush in.

"Still not now!" Jameson snapped again.

Betty retreated.

"Five minutes!" Robbie insisted.

"I notice that little thought progression didn't cross your mind when Peter was on your payroll," Stephen accused.

"He's not anymore though, is he?" Jameson crowed.

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.

Peter stormed into the office with the force of a small hurricane, breezing right past both Stephen and Robbie. "You son of a bitch!" he erupted at Jameson. "How could you?"

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.

"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.

Stephen was revolted. "Oh, for the love of…" He gestured at the wall. "Could you at least take your Pulitzers off the wall if you're going to say stuff like that?"

"Hoffman!" bellowed Jameson.

"Yes, sir?" Jameson's favorite toadie replied.

"Call Security."

Hoffman was wondering whether he should use Jameson's phone or go off and call on someone else's, and wasn't really sure he really wanted to call Security on a guy like Stephen Cranston, who looked as if he could take you out with just one glare of those intense eyes of his…

"We're going!" Stephen snapped. "JJ, you try this, and I'll fight you. And you know I'll win. You'll regret this."

"Here's your page one, Robbie," Jameson stated smugly. "'Classic reporters threaten Bugle Editor."

"Film at eleven," Stephen snarled.

Peter did not like the fact that he could practically hear Stephen's fast-working mind calculating how long it would take him to toss Jameson out the window--four seconds, tops, with another three seconds to make his escape, five at most if Robbie tried to stop him, not that Robbie necessarily would if he received the right kind of hypnotic persuasion--and decided retreating to regroup was the better strategy. He grabbed Stephen's arm and practically pulled him out of the office.

"Hi, Pete," Betty said as the ex-Bugle photographer dragged his partner toward the elevator.

"There'd better be a good reason you're manhandling me," Stephen's Shadow voice warned.

"JJ's just fishing," Peter whispered. "He's done it for years. He knows he can't make any of it stick. This is as far as it will go." He hit the "down" button for the elevator. "Let's go back to our own offices and write our own story to make JJ look like the fool he is…"


"You're fired," Clyde Marsh blurted as soon as Stephen and Peter entered the newsroom.

"What?" they both exploded at him.

Marsh gestured toward their offices. "Inside, now."

The two men went into the office. Peter did not like that he could once more hear Stephen plotting someone's demise, but this time he wasn't sure he should stop him…

"Just till you've been cleared," Marsh explained once the doors closed. "Guys, I've given you a lot of leeway, and I don't mind because you're so good, but it also means I can't cover for you the way I can the rest of the staff. The Justice Department is sniffing around, for crying out loud. I've got to do something. Until the charges are dropped, I have to let you go." And with that, Marsh was out the door before Stephen could hypnotize him.

"What do we do now?" Peter asked.

"We take a vacation," Stephen said after a moment. "Marsh is doing his job, and we don't want the Justice Department picking a fight. We take a few days off, Marsh calms down, JJ finds a new hobby, and the charges get dropped. Happy endings all around." He found a few folded packing boxes behind his desk. "Meanwhile, start packing, just in case they decide to rent out our office in the meantime."

Peter nodded and started collecting his things. "Wonder if I can collect unemployment?"

"We won't be out of work that long. I have…influence."

"You also have a billion-dollar bank account. You work for fun. I work for a paycheck."

The edge in that tone got Stephen curious. "You really that worried about missing a paycheck?"

Peter wouldn't look at his friend. "I spent way, way too many years as a hungry student and single guy living on self-portraits and shacking up in ramshackle boarding houses. I couldn't even hold down a job delivering pizzas because of…well, you know. I'm not interested in going back to that life."

"You're not going to end up in a boarding house. You have a condo in Manhattan."

"No, you have a condo in Manhattan, which you let me live in for free, which is good because I couldn't even afford to rent a closet in that place on my own." He tried to look nonchalant. "I don't mean that to sound nasty or ungrateful. God only knows I'm thrilled not to have to pay rent, and that place is almost bigger than my uncle's house in Queens. But…I don't want to live on somebody else's charity, either."

"I'll make you work for it."

"Yeah, I suppose." He went back to packing.

At that moment, Sarah Branson breezed into the room. "That son of a bitch!" she exploded, throwing a copy of the Bugle on the desk. "I mean, does he really think he can get away with this? There's no way this will gain him anything, I mean, how is it possible that he thinks this will work? Does he really think he can get you sacked?" She finally looked around the room and realized what was going on. "What the Hell?"

Stephen smiled at Peter. "Hi, Sarah, I didn't hear you come in."

Sarah was still staring at the box of things in Peter's hand. "You aren't fired."

"Yet, witness the packing of the boxes," Peter declared.

"Just till we can get the charges dropped," Stephen hastened to explain.

"Oh. So, want to discuss this over dinner?"

"Argh!" Peter suddenly screamed and ran from the room, racing past Sarah so fast she had to spin around to avoid being flattened.

Sarah sent Stephen a questioning look.

"He's supposed to be on a dinner date," Stephen explained.

"Is he late?"

Stephen checked his watch. "Likely."

"That is so not good," Sarah agreed. "Hey, wait…is tonight…"

"Yes, it is, and you are supposed to pick up MJ and make sure she gets there, too."

"Ugh. Now I'm the one who's late." She fished through her purse for her keys and started to go, then turned around. "Speaking of being late for dates, though, MJ's play opens Thursday night and I promised her one of us would actually go see it. Wanna be my date?"

He raised an eyebrow. "Are you always this forward with your fellow reporters?"

"I'll let you figure that one out. So, are you game to go?"

"Well, I was going to go take out that new meth lab in the Bronx…"

"They have two intermissions."

"Then I'd love to."


Peter slunk into The Sanctum three hours later, looking like somebody had kicked his dog. Or worse.

Stephen looked up. "Problem?"

Peter looked blankly at him. "She never showed."

"Ouch."

Peter's cell phone rang. Peter patted down his pockets, somewhat frustrated that the only things he felt when he did were his mask and gloves.

"You left this in the office," Stephen said as he reached across the desk and retrieved the ringing phone. "Number's not on your friends list. Want to take it or let it go to voice mail?"

Peter held up his hand.

Stephen tossed it across the room.

Peter snagged it cleanly and flipped it open. "Peter Parker." His eyes lit up. "Harry! Long time, no hear!"

Stephen looked over. "Harry Osborn?"

Peter nodded. "No, I don't work there any more," he said into the phone. "I left the Bugle ages ago. I'm at the Classic now, but I'm…between assignments." He paused and listened. "No, I'm not doing anything right now. Dinner? Sure! Tonight?"

"No," Stephen whispered into his brain.

"Not tonight," Peter said without missing a beat. "Lunch instead? Tomorrow? At OsCorp? Great! See you then." He hung up. "He wants to meet me. Says he's got a job for me."

Stephen blinked. "A job?"

"Some OsCorp event he wants the Classic to cover."

Stephen gave a thin smile. "Better be something huge. OsCorp's sliding."

Peter nodded. "That's what happens when your CEO and founder dies."

"And comes back and dies again," Stephen muttered under his breath.

"Hey!" Peter snapped sharply. "Harry still doesn't know about his dad, and will never be told."

"Are you sure?"

"What, that he doesn't know, or that I have no intention of ever telling him?"

"Look, there are ways to handle this," Stephen said. "We could lead him to it, our involvement need never be known. Hell, Harry may know already! He's got all his father's notes now."

"No. I made his father a promise."

"Before or after he tried to kill us?"

"That's not the point."

"Then what is?"

"I made a promise. And I keep my promises." He pocketed the cell phone. "Anyway, what's happening tonight?"

"Grab your coat."

"I take it we're going out?"

"Nope, spending the night in. Let's go."


The pair came off the elevator on the penthouse floor of their high rise. "Wow," Peter joked. "We're here, and it's night time, and neither of us is beat up and bruised. This is rare."

"Yeah," Stephen agreed. "Got any coffee? I'm out, and dying for a cup."

"Sure." Peter unlocked his door and headed into the condo.

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

Peter looked slightly confused. "What's the occasion?" he asked as Stephen gently pushed him through the door of his penthouse into the room.

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

Peter almost smacked his forehead. 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. But then it hit him that some the people in this condo may have also decided to do some hard looking, and that was the last thing he needed…

"I locked all the doors to the secret stuff," Stephen's mind reassured his friend.

Peter relaxed noticeably.

"He's off in his own little world," Sarah's sarcastic voice commented.

Peter looked around again. Stephen, Sarah, MJ, Aunt May, even Harry Osborn. The entire Who's Who of Peter's Supposed Friends and Family, all in one place. It took everything he had not to wonder if some supervillain was going to swoop in and take them all out in one fell swoop, because it would truly be just his luck lately if one did…

"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."

Peter sent Harry a questioning look, to which he responded with a sly look, holding up his cell phone. "Gotcha," he mouthed silently.

"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, looking just a little on edge. As she leaned forward to kiss him hello, she whispered in his ear. "Surprised?"

"Very," he whispered back.

"Did you think I'd ditched you for dinner?"

"It would have been your turn anyway."

They smiled at each other awkwardly.

May was beaming with happiness at the two of them, oblivious to the underlying tension.

Harry broke the silence. "Hey, buddy."

Peter was grateful for the interruption. "Hiya, Harry. So, did you really have a job for me, or was this all part of the plan to get me here?"

The two men shook hands and chuckled. "Wanted to surprise you," he replied. "You're a hard man to find these days. Whatcha been up to lately, pal? How come you don't return my calls?"

"That's my fault," Stephen interjected.

"Been kind of busy," Peter added.

"Taking pictures of Spiderman?" 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.

Stephen tensed behind Peter.

Sarah sent him a cool it look.

Peter tried to decide whether he should answer or ignore the question. Neither was a particularly good option when a significant number of people in the room were 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 Spiderman. 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.

Harry turned to Stephen and extended his right hand. "I don't think we've actually formally met, except over the phone. Harry Osborn."

"Stephen Cranston." The two men shook hands. "Nice to finally meet you. I've heard a lot about you."

"And I've read a lot about you. The Trust-fund Tabloid Reporter."

"I prefer the term 'Prosperous Pulitzer-Winner' myself."

The rich kid barely hanging onto his fortune and the billionaire vigilante sized up each other so intently that Peter was fairly sure Harry was going to start brandishing his checkbook like a weapon just to prove he belonged in the same room with the heir with one of the oldest names in Manhattan society. "So..." Peter said, trying to find a way to diffuse the tension with a subject of his own other than Spiderman to talk about. Not the easiest of things, since he really didn't have anything in his life other than Spiderman 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. "That's actually why I called you. I do have a job for you. See, we're funding one of your idols--Otto Octavius."

That got Peter's attention. "Really? The Otto Octavius? That's quite a coup. I've read some of his work on physics and high-energy output resonators. It's revolutionary. See, the crystals create sonic vibrations at frequencies in the upper harmonic range..."

Harry sent Stephen a look.

"Don't look at me," Stephen replied. "Physics was not my strong suit."

"Would you like to meet him?" Harry interrupted.

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

"He's on my payroll," Harry said happily. He looked Peter in the eye. "Peter, I know that I'm not the best at big business. I know OsCorp's running out of turns in this game. But Dr. Octavius is going to single-handedly save my company. He's going to put OsCorp on the map in a way my father never would have thought, and I want you to be one to make him famous for it."

Peter stared. "Something big's coming isn't it?"

Harry smiled. "Peter, in three days, Dr. Otto Octavius is going to run the first ever practical test of a molecular fusion formula."

Peter's jaw dropped. "Oh man…"

"You, Peter, are one of maybe five reporters in the world who can understand the implications, and the formulas involved. I want the Classic to cover the test exclusively, and I want you to be the one to do it."

Peter's inner science nerd was awed. "Absolutely."

Stephen looked at Harry. "Maybe I should get my uncle to steal him," he half-teased.

"Not on your life, Cranston," Harry half-teased back. "We're going to write the history books after this week."

"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.

It was then that he noticed MJ standing in the doorway to the kitchen, giving him a look that was heavy with meaning.

"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, but misunderstood. "You finally made a move," he told Peter knowingly. "Bout damn Time."

"I hear ya," Stephen added.

"Don't screw it up," Sarah told him bluntly, then wandered off to help May in the kitchen.

"What'd she mean?" 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 wall, trying to stop himself from scrambling to the ceiling 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 at Stephen, not sure he liked the fact that he could tell Harry had gotten his answer.

Stephen was standing behind Harry, in a corner of the room. There was nothing unusual about his pose, but somehow the corner seemed just a little dimmer, and Stephen was at the centre of the unnatural shadows.

Harry shook his head slightly as if clearing it, then the true implications of Peter's non-answer faded from his conscious. Nevertheless, he still knew just enough to make him get up from his chair and turn 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 sticking out of Aunt May's bag. Oh, boy. Here he was, bemoaning his own job and romance 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 that little two-bedroom crackerbox in Forest Hills 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 wife. If Uncle Ben were still alive, he and May might have struggled financially, but they wouldn't let the 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 non-familial guests--all four 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 few 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, "I'd better be getting home, too," A moment as she struggled with something. "Peter…I saw in the Classic that you'd been suspended…and Lord knows what the rent on this place must be like…"

She still worried about him. That made him feel good that at least she wasn't going to fuss at him about not making time for her like some people in his life were implying with their words or actions. 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 tidying the table. "That. So, I'm a little behind. Everybody is." May dropped the trash into his garbage can, then picked up her purse and made a pretense of fumbling around for keys, change, glasses, and the like.

Peter saw what she was doing and started to leave the room…

…but then she 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 appreciated the gesture, he wasn't broke yet, and 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 put it back in my bag!"

Peter rarely heard that kind of determination from Aunt May. He didn't know what the right thing to do was--without a paycheck, he'd soon really be needing this money, but she really needed it now...he was pretty sure Stephen would help him out if he got in a tight situation; maybe he could help her, too, if he asked the right way…but that would be asking an awful lot of someone, even a billionaire with a wide charitable streak…

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 still miss your uncle so much. I get like this every year--in just four weeks, it'll be time for my annual reminder of the night he was taken so cruelly 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 a drawer for aluminum foil, "remember to keep you cake in the fridge or it'll go stale."

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.


Across town the next morning, after he'd been overslept after a late-night patrol and been 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've followed your work for the last several years…" 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 visitors..."

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 story for the Classic 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. He had worked with Dr. Curtis Conners in an internship shortly after becoming Spiderman, during his freshman year of college. As with so many other things, the mask took up too much time from his life, and Dr. Conners had fired him…which had made taking advanced science classes from the man in later years somewhat awkward. He couldn't believe it--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 had the worst lab tech..." conversations that science 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 were lazy," Octavius added, a hint of paternal disapproval in his tone.

...and that does, too. Peter forced the smile to stay on his face. "Things were rather hectic back then…"

"That's merely an excuse," 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 four 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 have made more of an effort not to be late all those years.

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.


Across town, wandering around the floor of yet another stuffy social occasion that he normally hated, Stephen plucked a flute of champagne of a waiter's tray and engaged in his favorite non-Shadow pastime, people-watching.

"Wow! I'm impressed. I guess a tux can make anyone look good."

Stephen rolled his eyes and turned to face Sarah. "Quit following me!"

Sarah smiled. "Can't. Cooper told me to follow you full time. He wants more stories about superheroes. But I'm here to cover the event, just like you."

Stephen smiled serenely. "I'm suspended, remember?"

"Right, I was just getting to that. Then why are you here?"

"Because I wanted to meet the astronauts. That, and the Cranston Foundation gives a gazillion dollars a year to the Space Sciences Foundation in exchange for a substantial percentage of profits from patents arising from NASA's research."

"You get NASA patents?"

"Oh sure. You know the stuff they make the shuttle from? The heatproof ceramics are really light. Moe's cab has a bunch of that stuff to protect the driver's side in case the fuel tank ever catches fire."

Sarah smiled, and then frowned. "That was the cue for a sarcastic remark about some people doing anything to make a buck. Where's Peter?"

"Sardi's."

Sarah gave a low whistle. "Pricey."

"He's trying to make up with MJ."

"Again?"

"Yep. This time, for real. Last night was a distraction tactic for his birthday party, remember?"

"Yeah, good thing you clued me in finally. Think it'll work this time?"

Stephen just snagged a passing wine glass off a waiter's tray in reply.


"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. A few 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 on Wednesday."

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 better organized than I ever was, Peter noted to himself.

"Come to the demonstration tomorrow and you'll see," she continued, then 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.


Sarah shook her head. "Sad."

"What is?"

Sarah looked over her shoulder. "Having to divide his time between himself and the city."

"It's the price of power," Stephen said just as quietly.

"I couldn't do that."

"Yeah, you could," Stephen said easily.

"What do you mean?"

The ballroom was filling up, and it was becoming difficult to talk without being overheard. "We're going to need to get some air. And a few more drinks."

Sarah smiled and led the way.


"So, tell us about yourself, Peter," Rosie said, pouring him a cup of tea. "Do you have a girlfriend?"

Peter paled instantly.


Stephen leaned against a wall. "Peter has this saying. 'With great power, comes great responsibility.'"

Sarah snagged her own drink and mirrored his position. "Noble, if a bit cliché'd."

"His uncle Ben told him that three hours before he died in Peter's arms."

Sarah choked on her drink.

"Spiderman's first collar was the man who killed his uncle. 'Great Power, great responsibility.' People who understand that are the ones who try to help the world. People who understand that are the ones who can't just walk away from it, even for a little while."

"People who understand that turn into people like you," Sarah said.

"Bingo."

"But…" Sarah struggled to find the right words. "But if you have a responsibility to use the powers right, don't you have a responsibility to yourself to do whatever it takes to stay sane enough to use them right?"

"Yes, but we don't think about it like that. We always think there'll be time for that. We always think there'll be time for us to have a life outside the mask. The people we save…they don't have time. Quite literally, the only way they'll have that time is if we make sure we're there to give it to them when they're about to lose everything."

"Stephen, there will always be people to save. There will always be urgent matters like this…"

"Exactly, and that's the trap," Stephen sighed. "We always think there'll be time to do it all, a way to have it all, but the fact is, something always comes up. Ask a doctor's wife what the hardest part of her marriage is and I guarantee, the most common answer you'll get is that their husband is always on call. He has to go to work at 3 AM, he has to skip out on his own anniversary dinner, he's a slave to his pager. Now, why is he that way?"

"Because it's his job. Because lives are at stake and because it's his responsibility."

"There you go," Stephen said. "The difference is that guys like that have defined shifts. As unpredictable as that doctor's life is, at the end of his rotation, he knows he will get to go home and get some time off. People like us…can't. We can never have an off day. If we do, people die. It's really that simple. And that complex. And in return we get secrets we have no choice but to keep, dangerous days, overbooked nights, and no recognition. So why do we do it?"

"Because it's your responsibility," Sarah said quietly.

"That's right. People often define themselves by their jobs these days, because that's where their focus has to be, and because that's where their responsibilities take them. For Peter, and for me, it's not just the focus of our lives, it's the priority of our lives. Even if it's not the most important thing to those around us, it is to all of the ones who need us out there." He gestured over the entire city skyline. "I think to some extent there's a hero in everyone. Gives them strength, makes them feel like they can help someone when they need it. It's just a question of how much you're willing to give up for it that decides what kind of hero you are." He took a sip of his drink and looked her straight in the eye. "Now then, to return to our earlier point: You could do it. Because you understand the price of power too. Because you have that sense of duty to those around you. That's why you keep volunteering for missions where your life could be in danger. That's why you became a reporter when you knew your clairvoyance would be helpful. That's why you keep pushing me to help you expand your powers further, so that you'll be less of a possible victim and more of a powerful ally. Yes. You could do it."

Sarah smiled. "You think so?"

"I do. The question you have to ask yourself is: What are you willing to give up for it?"

"I don't know."

"Good answer. Pretty much the best thing you could say to that. And until you get yourself a mask and/or get a whole lot more comfortable with the clairvoyancy thing, that's the last you'll have to think about it for a while. But Peter's had to think about it a lot more than usual these days because for him the question has finally come to this: Is he willing to give up time with MJ to continue to wield great power and great responsibility?"

"No," Sarah said without hesitation. "He'll never give up her."

"I would hope not, but he's not thinking of it in a straight 'one of the other' yet. And until he does he'll still feel that there's time. We all do."

"Even you?"

Stephen was silent for a long moment. "Everyone with this scale of responsibility has to give up some other part of his life for it. For me, it has never come up. Anything that could take up part of my time away from my mission has been dealt with before it got too serious. Everything that could get in the way of the mission has been handled. My grandfather was The Shadow. But he was also a philanthropist, a CEO, a husband, and a father. My uncle was The Shadow. He was also a CEO, a brother, a son, and when I came along a guardian. They were separate parts of their lives that had little to do with the mission. They were just different responsibilities. I don't have anything else. I was a student, a reporter, a partner, but all of it was carefully decided on because it would help my mission along. I don't have anything outside the mission, so I have never had to choose. Any time I ever had to make anything resembling a choice, it was already made. The mission came first. Nothing else mattered. So no. I never made that choice, and until I have to, that will be the end of the matter for me."

"Sounds lonely."

"I'm too busy to be lonely," Stephen remarked.

They both gave a small chuckle.

"What would Peter choose?" Stephen asked.

"You're asking me?" Sarah said in surprise.

"I don't know what choice he'd make, because I never had to make it myself. Sooner or later, he'll have to decide which is more important to him…his responsibility, or the love of his life."

"MJ understands the responsibility he has," Sarah said. "She won't push him to make a choice."

"Maybe not, but he's had to cancel on her four times this week, no matter what I or anybody else said," Stephen told her. "Little by little, that mask is taking up his priorities again, and MJ's getting left out. He hates himself for it, but he can't just decide when to save the world and when not to."

"I don't know. But there has to be room for both," Sarah insisted. "Otherwise, Peter Parker stops being the identity, and starts being the alter ego."

"I suppose so," Stephen agreed. "It is, as I said, the price of power," He shook his head suddenly. "Enough. They're having dinner at the most expensive restaurant in town right now, Peter is groveling and being witty and charming, and that will put the matter to rest for a while. It's not a problem yet. There's still time."

Inside the ballroom people started applauding.

"Oops, time to go to work!" Sarah said and led the way back in.


Peter raced into Sardi's for the second night in a row. She wasn't there. He checked his watch. Two hours late.

Not interested in getting another glass of wine thrown in his face, Peter sighed and headed for the door. There was still time to do a late patrol before he went home.


Stephen and Sarah traded a bleak look. Sarah read his expression instantly, and vehemently shook her head. "Don't do it!"

"Don't do what?" he asked in a mock-innocent tone.

Sarah looked at him very firmly. "Don't get involved. This is between Peter and MJ, and not for us to meddle in."

Stephen looked at her and raised an eyebrow. No one told him "no" and got away with it.

"This morning you wanted me to get involved."

"This changes things. Now it's way more personal."

"What, am I supposed to sit back and do nothing?"

"That is precisely what you're going to have to do. Neither of us can get involved with this in any way."

Now this was getting ridiculous. "They're my friends!"

"Then let them handle it. This is something that requires your silence, not your intervention. You can't just step in and fix this for them."

"But…"

"No!" she said without room for argument.

Both of them looked back to the dance floor, where Mary Jane Watson was dancing with John Jameson.


A knock at the door of Peter's condo the next morning got his attention. Stephen would be the only one up here knocking at this hour, which meant there was likely work to get done. He pulled his costume out of the laundry pile and tossed it into a duffle bag, then tossed the bag itself on the sofa while he grabbed his coat and opened the door…

…only to find Stephen still in sweats and a t-shirt, unshaven and unkempt, holding a coffee cup in his hand. "Forgot to go to the market yesterday. Got any?"

Peter shook his head. "Come on in."

Stephen took a seat on the sofa. "What, were you expecting to have business this early?"

"With you knocking at the door? What else would it be?" Peter headed into the kitchen and dug through the fridge for coffee. As he did, he pulled out the remaining plate of cake out of the icebox and slid it onto the kitchen table. "Here--help yourself. Aunt May's cake is always so rich it's hard to eat more than just a little bit at a time."

Stephen joined his friend in the kitchen and cut himself a slice. "Delicious. Pierre, my uncle's chef, was a pastry specialist. But nothing he did was as good as this."

"I find that hard to believe." Peter pulled out a slice for himself while the coffee brewed.

"So, how was Sardi's?"

Peter looked away. "I was late. Again."

"Again? What this time?"

He threw up his hands. "I swear I meant to be on time. But then I got started talking to Dr. Octavius, then his wife invited us to lunch, and then…" He shrugged. "As usual, I let other things in my life get in the way of being with MJ. I arrived two hours late, and she was gone."

"No wine in the face this time?"

"I didn't stick around for it." He groaned. "She is going to kill me."

"Entirely possible." Stephen reached into his pocket. "Which means you need to find a way to kiss and make up." He put a ticket and a $20 on the table.

"What's this?"

"Ticket to tonight's show. And money for flowers. I highly suggest you take both. And this time, be on time."

Peter looked at Stephen. "You know something I don't?"

"I know a lot of things you don't. But you know what she really wants--your undivided attention, at least for a few hours. Think you can spare it?"

Peter picked up the ticket. "I have to."


Peter was still juggling his schedule that night on his way to MJ's play. It was opening night and Peter was right on schedule for the first time in five years, with a bunch of flowers in his hand and his best suit on. He was even debating on bringing MJ to the molecular fusion test the next day, if only to spend some time with her. As much as he hated to admit it, he hadn't seen her for almost a week outside his birthday party. Heck, he saw her billboard on Bleecker Street as the face of Emma Rose Parfumery more often than he saw her these days. What was worse, he'd had plenty of opportunities, but he always stood her up or cancelled, and all because of that damned spider mask. He knew that he couldn't just ignore his responsibilities as Spiderman, but at the same time, he really wanted to, just for a little while, just for himself, get away and get some time to clear his head and get some time with MJ…

…when his spider-sense suddenly screamed for him to get out of the way now!

He sprang into the air, did a triple backflip over a dark green Lincoln Continental convertible that ran over where he was a nanosecond before--having stupidly walked into the street, caught up in his own musings-- and two police cars trailing 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 Classic.

"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 cheap 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 the crushed and mangled flowers, symbolic of the wreck his life had recently become. 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 Spiderman 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 Spiderman, 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.

Spiderman 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, 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. "Diamonds are supposed to be forever! You couldn't have waited one more night?" he raged at them both.

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 Spiderman 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 was sold out. But there was one empty seat in the crowd. And with Stephen and Sarah on its left, 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 dishevelled 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 Spiderman'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...

"Spiderman, Spiderman, 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 few 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, knowing 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 gentle liplock

And MJ wasn't pulling away.

Peter sensed a presence and spun around.

Sarah was right behind him. Her Shadow was a fantastically long silhouette of a man in a slouch hat and opera cloak. "I'm sorry, Peter. I should have told you."

And all Peter could do was look back across the street and watch as his hopes for a moment of relief from this otherwise horrific night were smashed.

"What did you expect, Peter?" Sarah asked sympathetically. "You weren't there. Just like you weren't last night, or a thousand other nights…"

He turned back to his friends, feeling completely helpless. "I was busy stopping a getaway by trigger-happy jewel thieves. Ten people would have been hit by a runaway car tonight…"

"And that's important," a swirling, echoing voice answered him. "Pretty much the most important thing that could have happened tonight, at least for those people. But it doesn't change the fact thatyou weren't there for the one person who needed you there the most. And John Jameson was."

Peter would have screamed at the unfairness of it all, but they were right.

This wasn't a lecture The Shadow wanted to give, but it was nonetheless one that he had to. "Peter, take it from someone who has unfortunately been on this side of the street--you can't have it both ways. Someone somewhere is always being robbed, or getting shot at, or in the path of a runaway car. It doesn't change the fact that none of us can be two or more people at once, no matter how hard we try. So, we're left with a simple question: What do you want, Peter Parker?"

It was a loaded question. Peter stared as MJ and John talked like best friends. He started to speak…

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.

Sarah looked over her shoulder to find that The Shadow was moving for the curb. Moe's cab pulled up an instant later. "Want a ride home?" she heard him ask.

Sarah shook her head. "Go to work. I'll be fine."


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 Spiderman 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 of the easy grace of balance that he always did. In fact, he was overcome with a wave of intense vertigo. Unfortunately, he realized this just as he'd let go of the web in his left hand at the top of his arc swing. Disoriented, he desperately fired another web blindly, but missed completely and the line 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 Spiderman 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 himself over. This was weird. He was feeling far, far more shaky than normal, and it was taking a lot longer than normal to get his equilibrium back. What was going on here?

"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 again having vertigo, something he hadn't experienced in years. He stepped back from the ledge carefully, looking around in confusion, trying to calm the rising panic inside himself. Great. Now, not only am I falling out of the sky, not only do I have no balance, 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 Spiderman 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. Should have brought my digital camera. That newspaper that hates Spiderman would love this. And the real Spidey would hate it. 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," Spiderman 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."

Spiderman shrugged. "It gets kind of itchy."

The man with the dog chuckled.

For a moment, neither one spoke. Then Spiderman 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 gather up his ragged and raw nerves. 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, 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.

Stephen was the first face he saw when he came home, sitting on Peter's balcony with a pair of brandy snifters on the patio table. "Should I be charging you rent?" Peter asked sarcastically.

"Thought you might need a drink," Stephen replied. "And someone to talk to."

Peter tossed aside his suit coat and pulled off his tie, then came out and sat down in the deck chair across from Stephen. "How long?"

"I found out last night. You know him?"

"Only by reputation." Peter sighed. "John Jameson, JJ's son. She dated him a while back."

Stephen nodded. "First astronaut to play quarterback on the moon, qualified for the space program eight years ago, currently holds the record for being the youngest accepted to NASA, recently reassigned to the primary shuttle crew, first met MJ a year and a half ago, they dated for 8 months, he proposed, she said no, and I can't be certain but I think they met up again two days ago after you missed dinner."

"How many agents did you have to squeeze for that information?"

"You're avoiding the real issue here, which is that your girlfriend's grown weary of waiting for you to find some focus in your life."

Peter sighed, frustrated that Stephen was right as usual. "How serious is it this time?"

"You could ask her."

"I'm asking you, since you're The Shadow and The Shadow Knows."

"Well, she was his date to the NASA thing. Caused quite a stir on the dance floor."

Neither man spoke for a long time.

"Peter…what do you want?" Stephen finally asked.

Peter didn't hesitate with his answer. "MJ."

"How bad?"

"I'd die for her."

"Would you give up your mission for her?"

Now that made him hesitate. "I can't."

"Why not?"

"Because it's my responsibility. As long as I have these powers, I have this mission too. I don't have a choice."

"You say that now. I wonder if you really understand that, though." Stephen finished his drink. "Get some sleep. You look a little shaky."

"You reading my mind, too?"

"No…should I be?"

Peter sighed. "Forget it. Got a little distracted and missed a web shot."

"Ouch."

"Yeah, you could say that." Peter downed the last of the brandy. "I need some sleep."

"Probably. See you tomorrow afternoon."

"What's going on tomorrow afternoon?"

"Octavius' demonstration--that is tomorrow afternoon, right?"

"Yeah. But I thought you hated physics?"

"I do. But I love making money. And if Octavius' discovery is that good, I may be able to lure him away from Harry Osborn with a few more research dollars courtesy of Cranston Enterprises."

"You are devious."

"Why, thank you."

The two men laughed and bid each other a good night once more, then Stephen left Peter alone with his sad and disjointed thoughts.


The next day, Peter ran down the steps at Otto Octavius' East River lab, late as usual--this time from trying to find a way to apologize over the phone to MJ, only to get her machine and fumble through the call--to hurriedly get into position to watch the demonstration. He'd brought his camera to not only record the event for the Classic, once Stephen and Marsh got that little mess straightened out, but also for a chance to get the whole event on film. Peter knew full well what this could mean if it worked. 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.

Peter glanced around the room. Various businessmen, fuel magnates, oil tycoons…and just behind Harry, eyes scanning and micro-tape recorder running, was Stephen Cranston, who gave him a knowing nod.

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.

Stephen only took his eyes off Harry to study the machine. Peter wasn't sure which one Stephen most wanted to keep an eye on.

"Now," Octavius continued, "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."

Stephen studied the arms carefully, smiling at the thoughts of what The Shadow could do with four extra limbs, making mental notes. Heat proof, nonmagnetic, universal pincers, each with its own ability to view the goings on around him…now that could be useful…

Octavius 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? There was a general murmuring from the crowd, a cross between awe and appreciation, but that wasn't what Peter was interested in. There had to be something else…

And then he saw it. A paper clip that had fallen off a 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...

He sent Stephen a look, but Stephen had already caught the cues and was looking up at the light fixtures overhead 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, Stephen's tape recorder--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."

Stephen looked at Peter.

Peter rubbed the back of his neck silently.

Stephen nodded and gestured to the antechamber with his eyes.

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.

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," Stephen shouted, exerting enough mental pressure to get some momentum of motion going in the crowd.

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.

Stephen dove and tackled a woman out of the way as more metal debris was being swirled through the room.

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.

Whatever, Spiderman thought to himself.

The sound of metal panelling ripping away from the wall got everyone's attention. Stephen grabbed Harry and started physically dragging him out of the room while Spiderman 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 Spiderman 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," Spiderman replied sharply. Octavius had told him--or rather, the intrepid young physicist-turned-photographer 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 Spiderman off the wall as if he were a mere gnat swarming around a bowl of fresh fruit.

Spiderman 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.

Stephen saw the unfolding disaster and dove for Rosie.

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 as Stephen hit her body and threw her into the wall.

"Rosie!" he cried out in agony.

Stephen reached down to take Rosie's pulse…then realized it was useless to do so as his hand quickly became doused in her blood. Her eyes were already rolled back in her head and her skin was ghost pale. And he was powerless to do anything but feel her heartbeat race for a moment, then drop away to nothing.

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.

Spiderman 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.

Spiderman looked at Stephen, desperately wanting to see some hope for Rosie's survival…then realized that his friend's empty eyes told the whole story. He gave the situation one last sad survey.

Rosalie Octavius was 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 them all 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.

Sirens rang in the distance as both heroes bowed their heads in frustration and sadness.


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 Spiderman."

"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 emerged from the wreckage just in time to hear Harry's complaints. As if their relationship could be any more strained, now apparently Harry considered himself unclean just from the touch of Peter's alter ego.

Next to him, Stephen was brushing off paramedics. "That's her blood," he explained tiredly for what was probably not the first time. "I'm fine. Tend to someone else."

The paramedics grunted and walked away.

"Rosie was a nice lady," Peter said quietly. "I liked her."

"I can tell," Stephen replied, wiping the blood from his hands and sighing hard.

"I was going to invite MJ to come today," Peter said quietly. "If she had been here…"

"If you weren't Spiderman, you'd have still been here as Science Geek Extraordinaire, and everything within range would have been trashed, and you would be dead. If MJ were here, you would have protected her."

"Like I protected Rosie and Otto?" Peter said bitterly.

"This is the problem. This. Right here. What you're talking about. Peter Parker can't show up on time to be with Mary Jane Watson because he's too busy being Spiderman, and Spiderman is too afraid to let her come near him."

"And we are discussing this right now…why?"

"You brought it up; it's fair game. You never did answer my question last night. What do you want, Peter Parker?"

Peter evaded the question. "I want Dr. Octavius to survive."

"Then I'm going with him," Stephen said. "I want to keep an eye on him."

"Why?"

"I want a closer look at those arms. There may be something useful there."

"Is that all you think about--what you can gain out of a situation?"

"That's who I am, Peter. The man who sees all, knows all, controls all. That's what I want out of life. What do you want, Peter?"

Peter couldn't answer.

Stephen once more left him alone to ponder the question as the world went on around them as if none of this really mattered to anyone else. Which it probably didn't. Which depressed Peter all the more.


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, not noticing the quiet intensity of a man in the back of the room, his face hidden behind a surgical mask that left only his hypnotic blue-green eyes visible. The faux doctor was busily studying the x-rays clipped to the light panel across the operating theatre and comparing them to the patient on the table.

Isaacs started up the grinding saw.

A strange squeaking sound got everyone's attention. Isaacs stopped the grinding saw and looked around.

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.

Stephen Cranston frowned beneath his surgical mask and stepped up his comparison between the pictures and the person.

One element not visible on the x-rays caught Stephen's attention immediately--the inhibitor chip's blue light was extinguished and its contents were scorched and burned beyond recognition. His eyes widened. Oh, no…

Isaacs shrugged off the sight of the wiggling arm and 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.

Stephen dove for the tray of syringes and found a prepared one full of a fast-acting anesthetic agent. He started to inject it into Octavius' IV…

…and another tentacle 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.

Stephen got to his feet, stunned at the sheer velocity with which things had turned incredibly horrific, then saw the chainsaw and formed a quick plan. He snatched it up and started it with a roar.

The tentacles turned to him as the surviving nurses cowered.

"Go!" Stephen roared at them, swinging the chainsaw menacingly, keeping the limbs focus on him.

Seeing their chance, the remaining doctors and nurses ran for the door as Stephen battled to a momentary standoff with the most unique enemy he had ever fought.

But the standoff didn't last long as two of the tentacles lunged toward him.

Stephen concentrated every ounce of telekinetic energy in his brain into a full-on psychic defensive blast, which he aimed at the incoming projectiles in a last-ditch effort to fight them off.

It was just barely enough to cushion what would almost certainly have been a fatal blow. As it was, the impact from the tentacles against Stephen's impromptu thought barrier was hard enough to throw him off his feet and into the wall, where he collapsed into an unconscious heap.

With all the attackers dispatched, the tentacles pulled back to protect their creator…who was now stirring from his drug-induced nap since there was no one left to feed anesthetics to him any more. 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.


"Stephen? Stephen?"

Stephen Cranston opened his eyes at the sound of the familiar voice and found himself looking into Sarah Branson's green eyes. "I'm sure there's a good reason I'm flat on my back and you're standing over me, but I can't think of what it would be," he finally said.

"Because you got the crap kicked out of you by somebody and put out a general call for help?" she offered.

"Yeah, that sounds about right." He took a minute to get his bearings and was surprised to find that he was lying in his own bed in his own condo. "If I'd known you were inviting yourself over, I'd have straightened up a bit."

She shrugged. "No worse than my place. You O.K.? You were really out of it for a while there."

"I would guess so, since I don't remember how I got here…or much of anything beyond getting smashed into a wall by Octavius' tentacles."

"The 'how' is that when you got smashed into the wall, you put out a call for help that pretty much nobody else would have heard. I'd just gotten to Sloan-Kettering to try and get my own story on Octavius' disastrous experiments…and that's when apparently all Hell broke loose. I found you lying just outside a door that somebody or something ripped right off its hinges, and decided to get you out of there before somebody started asking who the doctor with the fake ID was."

"That was the first time you saw me?"

Sarah knew what he meant. "Yes. I'm still not getting clear visual cues out of the mental radar pings. Not that I really needed them to find you. You put out more signals than a TV network satellite."

"So I've been told," he admitted.

"So the rumors about some multi-armed monster going on a rampage are true?" she asked, trying to get him to focus back on what had happened in the real world and not what was happening inside her mind.

He nodded. "Those arms are fast. And dangerous." He tried to sit up and gave a loud grunt of pain.

"Whoa," she urged. "Not so fast. You'll tear open that cut on your back again. You sure you don't want me to make up some story and call 911?"

He shook his head. "First aid kit's in the closet, behind the faux shoe stand. Bring it and the bottle of purple liquid next to it over here and give me a hand."

Sarah fetched the box and bottle. "You don't look like a grape kool-aid kind of guy."

"That stuff's a little stronger than kool-aid," he said, trying to get a glimpse of his new wounds in the mirror.

Sarah's stomach did a flip at the sight of the full extent of the damage. "You've got quite a few scars back here."

Stephen nodded. "Fortunes of crime fighting." He found an empty coffee cup on his nightstand with a minimal amount of grunge in it and poured himself a dose of the violet elixir.

"Speaking of crime fighting, is Octavius a bad guy now?"

"I hope not. It could have been an isolated thing. A panic reaction. If those arms are just computers with sophisticated AI, they were probably just protecting their common link. At least, I hope that's the case, because this would be a Very Bad Time for a new supervillain to emerge." He smoothed the gauze bandage on his back, then pulled on a loose sweatshirt and leaned back gingerly against the headboard. "Did you get a chance to talk with MJ?"

Sarah sighed. "She's not hiding it. I think there's still love there between her and John Jameson."

"More good news," Stephen muttered, taking a swig of the healing potion to punctuate the statement. "Serious?"

"I think it could be. MJ's acting like she's gotten a better offer."

"She has," Stephen said bluntly. "Just a question of how much Peter's worth to her, and how much MJ's worth to Peter," He looked her in the eye. "You remember what I said about the choice being forced?"

Sarah nodded.

"I think that moment has come."

Sarah nodded and looked out the window at the city. "How do you think Peter's going to decide?"

"I don't know yet. He's taking his time." Stephen sighed. "Plus, he's got a few other things on his mind. Apparently May Parker's about to get evicted from the family home. They've got an appointment with a loan officer at the National Savings Bank tomorrow."

"Sounds like fun."

"Regular barrel of monkeys."

She thought for a moment. "So…were you planning on trying to use this story to get back in at the Classic?"

"The answer to the follow-up question is, no, you can't have the story either."

"Oh, come on. Now you're just being petty."

Stephen glared at her reflection in the window. "Sarah, a brilliant man, a pillar of the intellectual community, with a promising discovery and a fantastic future has just been horribly disfigured by a freak accident and emerged a dangerous and powerful man with unknown and frankly frightening motives," He paused and considered the similarity to many of New York's more dangerous citizen's stories. "And if The Shadow had been there, I'd have the makings of a great tabloid tragedy."

Sarah chuckled. "A man with a name like Otto Octavius gets himself eight limbs."

Stephen gave a brief laugh. "What are the odds?" He got back to the point. "But still, it is a tragedy, one I'm not interested in exploiting. I can get the legalities behind my suspension cleared in due time, and I'll still have my soul afterwards. It's shrunk a bit, but there's enough of it there that I can tell only a total moral vacuum would use this for their own personal aims."


"It's incredible, Robbie," J. Jonah Jameson said the next morning 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. He was reasonably certain, though, that in his lowly position as J. Jonah Jameson's chief bootlicker, that nobody had a life worse off than his. At least, he hoped so.


"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 reporter who took physics in college 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 provided the second mortgage on the Parkers' tiny two-bedroom house in Forest Hills as a way of helping her obtain disaster relief funds to rebuild the house after the Goblin had practically destroyed it. Now that same bank that had seemed generous during those anxious days 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 didn't have any income now, so he couldn't even 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 few 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 Spiderman 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.

Spiderman 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. Finally, he 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, Spiderman 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 Spiderman.

Spiderman pounced onto a lower wall and started to fire a web ball at Ock, when his grip on the wall behind him slipped suddenly. "Oh, no...not now!" He tried to refocus his grip, getting distracted by the impossible slickness he was feeling from his normally sure-gripping fingers and toes…

...and thus he wasn'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 Spiderman's prone form on the floor.

Two of the tentacles grabbed Spiderman 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," Spiderman 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 Spiderman's skull and started to squeeze.

The pressure was incredible. Spiderman 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.

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 Spiderman 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 Spiderman, 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.

Spiderman 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.


"Peter told me once that superheroes as a general rule have screwed-up love lives," Stephen said. "And he's right, you know."

"Probably," Sarah agreed.

"Which is what makes this all the more a shame. For a while now, he's been believing we could have our cake and eat it too."

She looked at him. "I noticed you said 'we', not 'he'."

He nodded. "So you know what I mean."

She sighed. "Yeah. I've been wondering what to do about this, too."

He took another sip of healing elixir and tried to keep his expression even. "My experience is that this sort of thing never works out. We've now got Peter and MJ as a case in point. Life is tricky enough for people like us--why complicate things further?"

Sarah smiled. It was almost exactly what she thought he'd say. "Different from the normal views on relationships."

He laughed. "What about me could be considered remotely 'normal'?"

She giggled slightly. "True. Admit it, though--you saw Peter with MJ and wondered if you could make it work, too."

He winced.

She noticed. "Ah. Had your heart broken over that hat and cloak?"

"Everyone's been burned somehow."

Sarah, sensing the mood darkening, tried to cheer him up. "Yeah, but I bet she regretted it as much as you did."

"She's dead," Stephen said with just a hint of the shadow in his voice.

The long silence that followed could have meant any number of things. Sarah decided to chance asking the questions inside her head. "Why did you just tell me that?"

"To make my point clear."

There was a very long, very heavy silence. Finally, Sarah spoke. "Stephen, is there something between us?"

A slight hesitation. But only a slight one. "Yes."

"Is anything going to come of it?"

"No. And this is why."

Sarah nodded slowly and somewhat resignedly as they both resumed watching the city out the window. Then suddenly she winced as her head spiked with pain and her vision swam.

Stephen immediately put a hand on her shoulder. "Clairvoyant vision or growth spurt?"

She groaned. "Did I ever mention I hated puberty?

He smiled and put his hand on the back of her head, giving a slight bit of concentration.

The swirling sensations in her visions faded, and the pain subsided. She gave him a grateful look.

Stephen's ring started flashing. He gave Sarah a look, then picked up his phone, dialling rapidly. "Report." He listened silently for several seconds, a cloud passing over his face. "Understood." He hung up.

"This does not look like good news," she noted.

"It wasn't an isolated incident," he replied. "I have to go."


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 Spiderman joining the hunt. And he realized the situation was about to get a whole lot better.

Five blocks and thirty stories later, Spiderman 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 Spiderman.

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

"Easy now," Spiderman 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.

Spiderman lunged after her, shooting a web down to catch her.

It grabbed her ten stories off the ground.

Spiderman 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 Spiderman'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.

Spiderman 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!" Spiderman urged, trying to pry his arm free.

Ock pulled him down harder.

Spiderman 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.

Spiderman grabbed onto one of the tentacles to stop his own fall.

Ock angrily flung him off.

Spiderman 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.

Spiderman 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 all those 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, Spiderman," Ock taunted. "Now you'll have this woman's death on your conscience!"

Like Hell I will. Spiderman 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.

Spiderman 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.

Spiderman 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.

Spiderman dove off the wall after the falling woman.

The police saw the hostage had been saved and started shooting.

The small calibre bullets lacked the velocity to make much damage, and Ock was wondering whether to take his money and go or fight back, when the sound of a louder rifle crack split the air, and Ock's grip was splintered by a highpower bullet.

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 Spiderman, 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, gunshots firing all around them.

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.

Ock was looking around, as were his arms, trying to find the source of the hunting rifle, scanning madly.


The Shadow was over 200 meters away, aiming through a telescopic sight, wondering how good the rangefinders on the pincers actually were.

Ock eventually decided he'd had enough of blind man's bluff, and coiled all his limbs under him, springing him away, and out of view with one rapid leap.

The Shadow lowered the rifle. Damn.


May found herself loving the ride of a lifetime, when suddenly it came to an end as her rescuer 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?" Spiderman 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.

Spiderman 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" Spiderman 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.


Spiderman swung through the city, traveling a far less direct route than usual, keeping lower than he usually traveled. The second sudden lapse in his powers had shaken him. What was going on? Octavius had gone mad, MJ had found a new boyfriend, John Jameson had found a new girlfriend…

Well, that much he could take care of. He'd go see this new boyfriend for himself. The Science Library of New York was holding their annual fundraiser tonight, and this year's theme was "The Science Of Space Exploration". One or both were bound to be there. Maybe if he showed up there, he could show MJ his true commitment to her.

That is, if he could commit to anything any more.


The library was decked out like the ballroom of a five-star hotel, with a beautiful glass and brass bar as its centrepiece. Most of the party-goers had commented that the portable bar 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 couldn't think of what to answer. It wasn't like he didn't know this was how Harry felt, but it wasn't exactly fun to get a reminder that there were indeed constants in life…death, taxes, and his rotten luck with interpersonal relationships.

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 entrance of the dashing Air Force Captain with the drop-dead-gorgeous redhead on his arm was confirmation of his worst fears. John was looking like he'd won the biggest trophy of them all. And MJ was striking a pose like the victory goddess on top of said trophy.

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.

Peter had run from the room, suddenly feeling seized up by the pressures of life all around him, and was now outside taking in several gulps of fresh air to try to calm himself down. He reached for an approaching hors d'oeuvres tray.

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 jewelled 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...

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. "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… "You know…"

"Yes, I know!" MJ interrupted sharply. Then she looked hurt. "I can't keep going like this, Peter. It's not fair, and it's too painful."

Peter felt his heart sink. "You think this is easy for me? You think I want to keep you away from the danger, you think a single moment passes when I don't want you there?" He was breathing hard again, getting angry, and that was not good. "Look...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. "No, don't. Don't you dare be self-righteous, don't you dare be superior, don't you dare get angry." And then she felt her own anger building. "By the way, John has now seen my show. Harry has seen it. Aunt May has seen it. My sick mother dragged herself out of bed to see it. Sarah has seen it. Stephen has even seen it. He had to leave at intermission to burn down a drug lab, and still made it back before the second act started! 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 'boyfriend', my 'best friend', who 'cares so much', who thinks of me as 'the love of his life', 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."

She regretted the words as soon as she said them, but couldn't take them back. And there was a little part of her who didn't want to take it back. She turned and stalked back into the ballroom.

Peter in the meantime was dying inside. She was right. She was right and nothing he could say would change her mind. 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 my partner and his girlfriend 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 Spiderman 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 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...


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 it all, 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 Spiderman, MJ hated him because Spiderman kept pulling him away, Aunt May had gotten kidnapped as bait for Spiderman...Spiderman, Spiderman, Spiderman. He was really getting sick of all things Spiderman...

Planting his foot on the wall to catapult himself up for a spring himself down Second Avenue, his foot slipped suddenly. "Oh, no...no...no, not again!" he cried out in a panicked voice, desperately trying to aim his webshooters without the instinctive skill, 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.

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 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 condo after finally finding his clothes and staggering home, Peter re-read the headline for the umpteenth time that night in his bedroom. 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.

A knock from the condo got his attention. He ignored it. The doorbell rang. He ignored it.

"Peter," Stephen's voice echoed in his mind. "I heard. Open the door. Talk to me."

He grimaced in pain as he collapsed onto the bed from sheer exhaustion. "Leave me alone. Just…leave me alone. I'll see you in the morning."


Stephen crossed the hall and went back into his own condo…

…and found Sarah asleep on his couch. Or, rather, she was asleep until just a moment ago. "Thought that was you," she murmured in a sleepy tone.

"What are you doing here?"

She blinked sleep out of her eyes. "I wanted to hear what happened. I figured this'd be closer than my apartment if you needed me."

Stephen nodded wearily. "I'd offer coffee, but I haven't gotten a chance to go to the market…"

"I figured." She gestured with her head at the grocery bag on his table.

"God bless you." He glanced in it. "Somebody's been peeking in my refrigerator."

"You know you love it." Sarah stood up and stretched, then followed him into the kitchen. "So?"

"Octavius got away," Stephen said, setting up the coffee machine. "Estimates say he got away with over $130,000 just from the bank."

Sarah shook her head as Stephen took out the coffee pot and put a mug in its place, filling it straight from the machine. "What does he want with all that money?" she wondered.

"That's what I've been trying to figure out all day. I can't think of what he'd want hard currency for. I mean, if he was going to just set himself up far away from the city he could have gotten cash from any place, but instead he picked National Savings Bank …"

Sarah blinked as Stephen handed her the mug. "Where Peter was?"

"Yep. Taking May Parker hostage…"

"Oh, wow."

"And killing two guards to do it. She's fine, by the way. Got a new opinion of Spiderman too."

"Good."

"And MJ's going to marry John Jameson."

"What?"

"You heard me."

"I heard you, but I don't believe it. What happened?

"Had a fight with Peter and twenty minutes later, she was engaged."

"She's marrying the rebound guy? You don't marry the rebound guy!"

Stephen would have laughed were the whole thing not so depressing. "Needless to say, there are some things on Peter's mind."

"I think I should go talk to MJ."

"No."

"Why not?"

"Well, for one thing, you wouldn't let me interfere earlier. And besides, if she's going to change her mind on her own it'll be before the wedding, and you won't have to say anything, and frankly, I think they need a little time to cool off and get their bearings. Besides, we've got enough to do already with finding Octavius."

Sarah nodded. "I'll do my own search, you do yours, and maybe we'll get lucky."

Stephen gave a bitter laugh. "Sorry, I don't believe in luck anymore."


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 Spiderman 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, on the other hand, had never felt worse. And that was before he'd confessed the misery of his unstable powers to Stephen.

"I can tell you what it is right now," Stephen said simply.

"What is it?"

"It's up here," Stephen said, and tapped his fingers against Peter's temple. "It's like when a quarterback suddenly starts messing up his game. He hasn't lost his talent; he's just too distracted. I think it's fair to say you've had some things on your mind lately."

"So what do I do?"

"I've asked you a question twice now. And both times you've dodged it. But it's a very simple answer to a very complex problem: What do you want?"

Peter struggled to decide. "I don't know."

"That's your problem. It's tearing you up inside. It's screwing with your powers. You are Spiderman, but you want to be Peter Parker. You said it yourself: As long as you have these powers, you have to undertake this mission. Maybe something in your brain is trying desperately to give you a way out. No power, no responsibility, and you get to be Puny Parker again, get to run over to MJ and throw away Spiderman and your whole other life, live happily ever after. Most guys would like that idea."

"Then why am I so torn up inside?" Peter almost wailed.

"Because you have such a guilt complex that you can't let it go."

"Because I don't have a choice in the matter!" Peter snapped reflexively.

"Yes, you do," Stephen said plainly. "That's why your powers keep failing. Something inside you is trying to give you a choice, trying to tell you that you don't have to be Spiderman."

Peter looked at him for a moment. But that was who he had to be. He was Spiderman. He was supposed to be climbing those walls...

...but why? Why was he supposed to be Spiderman?

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," Stephen added.

The words were a dawning realisation. "I have a choice."

"You always have a choice," Stephen said plainly. "And it's time to make it. What do you want?"

Peter almost didn't hear him. He was too busy staring out the window, as if desperately seeking an answer to a question he wasn't even sure he'd been asking.


Hours later, as a particularly bad spring thunderstorm was lashing Manhattan by night, Peter lay awake in bed, looking at his hands, pondering Stephen's 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 all those 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 Spiderman..." 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.


Stephen was awakened a few minutes later by a rapid knock on his door. He answered it to find Peter, fully dressed, holding his Spiderman costume, webshooters and all, neatly folded in front of him.

"I want a life of my own," Peter said firmly to Stephen.

Stephen kept his face carefully neutral, not betraying anything. He nodded.


Moments later, they was standing before the garbage cans in the alley behind the condo building, Stephen, in full Shadow garb, was standing still as a statue holding like a sentinel, except for his cloak, billowing around him in the storm.

Peter was 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 Spiderman no more.

He resolutely turned around and walked out of the alley.

The Shadow stayed behind and held vigil over what was essentially his partner's grave. Spiderman's grave.

Quietly and solemnly, he took the webshooters out of the can as if he were plucking up a piece of the earth around the gravesite of a beloved relative or a fallen comrade. Then, giving a cold, empty, dead laugh to the city around him, he swept the shadows up around the alleyway, darker and darker around the trashcan in memoriam.

The mask's white-silver eyes finally went dark as the storm faded away.


The sun came up the next morning. And Peter had never been so happy to see it in his entire life. The tune playing on his clock radio had never more perfectly matched his inner mood, which was as bright as the lights reflecting off the windows of Manhattan.


Raindrops keep falling on my head...
And just like the guy whose feet are too big for his bed,
Nothing seems to fit,
Those raindrops are falling on my head, they keep falling...

It had been easier to get dressed this morning. No more itchy spandex, no more hot neoprene, no more having to choose shirts that would cover up the red and blue underwear, no more overstuffed pockets holding yet more spandex and neoprene...just a grey t-shirt, a white pinstriped button-down, and black jeans with refreshingly empty pockets. Wow. How long had it been since he'd worn white without five t-shirts to hide the colors underneath? Too long. Far too long.

And then he tripped over his own feet. Despite himself, he actually smiled about it. Wow. How long had it been since he'd tripped over his own feet? Too long. Far too long.

By the time he'd tripped the third time, though, the novelty had worn off. He finally figured out why he kept tripping--because he was missing seeing the cracks in the sidewalk, cracks he'd either deftly avoided or soared over for years now. Good thing he'd actually been able to find an old pair of glasses in his room. He'd kept them as a reminder of a life lost, of a time that seemed so far away...but now, as he put them on and adjusted to the slightly distorted vision they gave him, he found himself actually liking the view. Wow. How long had it been since he'd had to squint through too-thick lenses that didn't quite do the trick? Too long. Far too long.

He brushed himself off, then strolled on, taking in life in a way he hadn't done for years.

Too long. Far too long.


So I just did me some talking to the sun...
And I said I didn't like the way he got things done,
Sleeping on the job,
Those raindrops are falling on my head, they keep falling...

"Peter!" a familiar voice hollered.

Stephen was across the street, buying a hotdog. By the time Peter had joined him, he had bought another.

They ate as they walked. "So," Stephen said cheerfully. "You're free, you're out of the game, your schedule is clear--what's next?"

Peter hadn't really given much thought to any future beyond the past few days, but maybe it was time to do so. "I thought I'd go call Dr. Curt Conners."

"The Dr. Curt Conners? The one who fired you as a college freshman?"

"The same. He's got another lab assistant opening, and if I can dazzle him this time I might be able to get that biophysics internship and get started on my Master's."

"Not coming back to the Classic?"

"Doesn't seem fair," Peter said, preparing for the debate. "I mean, I can't be your partner anymore, won't be involved in any of the missions you put on the front page…"

"O.K."

Peter was taken aback. He hadn't used any of the arguments of points of logic he had anticipated, and Stephen hadn't even begun to put forth any persuasive vibes…

Of course, Peter realized. Stephen was so far keeping out of Peter's decision. He knew he couldn't influence it one way or the other. It wasn't like Stephen not to attempt to manipulate the circumstances around him, but Peter wasn't about to remind his friend of that fact.

"Have you spoken to MJ yet?" Stephen continued.

"Not yet," Peter admitted.

"It's been three days. If you were waiting for her to call off the wedding without talking to you…"

"I was."

"Well, you can forget that. According to some reliable sources of mine, women do not do that. You've got to tell MJ you aren't Spiderman any more."

"Think she'll believe me?"

"I guess you haven't heard."

"Heard what?"

"Garbage man found your costume last night. Sold it to the Bugle for a hundred bucks."

"A hundred?" Peter spluttered. "He could get more on eBay!"

"JJ's tactics in action," Stephen remarked, drawing a folded newspaper page from under his jacket. "I choose to ignore the rumors about him trying it on during the night shift. And the rumors about Betty Brant finding a chain of paperclips hanging like weblines from the light fixtures in his office."

Peter looked at the headline that screamed "SPIDERMAN NO MORE!" He could almost picture Jameson's happy dance at preparing this very proclamation.

And that was when the police sirens howled by, followed by officers on foot and a tactical van.

Peter turned to say something to Stephen…and saw only a shadow whisking away.

He watched the police cars retreating for only a moment more, then took a bite into his hot dog with happy abandon. Because when you didn't have great power any more, it was really nice to not have great responsibility, either.


Because I'm free…

Nothin's worryin'…me…


"Oh, I am really not wicked at all, Cousin Cecily," the actor playing Algernon was telling Cecily Cardew in the second act of The Importance Of Being Earnest. "You mustn't think that I am wicked."

"If you are not," Cecily replied, "then you have certainly been deceiving us all in a very inexcusable manner. I hope you have not been leading a double life, pretending to be wicked and being really good all the time. That would be hypocrisy."

As she always did after delivering that line, Mary Jane Watson turned to look out at the audience as if to let them in on her little snide dig at the man who was wooing her in this play about manners, deceit, and mistaken identities. And as usual, she was greeted by a sold-out theatre, not an empty seat in the place...including one in the tenth row, just at the outer edge of where the stage lights were able to illuminate...one that was filled with the last person she ever expected to see filling a seat.

"Hi," Peter mouthed, smiling at her.

She completely lost her place in the play. For one brief moment, there was no Cecily, no Algernon, no directors, no cast, no audience, no one else in the theatre except the one person she'd never actually expected to ever see again after the angry barrage of venom she'd hurled at him not quite two weeks ago. But she was glad to be wrong--and surprised at how glad she was about it. "Hi," she mouthed back, smiling nervously.

Peter beamed. It had been so long since he felt like she was actually happy to see him. Not happy to see Spiderman, not pretending to be happy to see him, but really, truly, honestly happy to actually be seeing him. And boy, was he happy to see her.

"I am glad," came a hiss from off-stage.

MJ still hadn't taken her eyes off Peter. He was dressed a little casually for a show, and he was wearing his glasses--she hadn't seen those things in years. With the way his scattered brain was working these days, she had no clue why he'd haul those old things out for another spin around the block. But she never thought she'd ever actually see him again after the way she'd chewed him out two weeks ago...

"I am glad," the stage manager hissed again, trying to get MJ back into character.

Peter smiled knowingly. It really was hard to keep up with a double life, even when you only had to do it for a few hours a night in front of a small audience. Yet another good reason for him to have thrown his costume in the trash two weeks ago.

"Are you...glad to hear it, Cousin Cecily?" Algernon prompted.

That got MJ back into the character. "I...I am glad...to hear it." But she couldn't stop looking at Peter between her lines. Tonight, he wasn't an empty seat. Was this a fluke? Or the start of a new trend?

And, for God's sake, why now? She was just starting to get her life back in order, she'd finally managed to put Peter Parker and his schizoid personality and myriad lame excuses behind her, she was getting married in just a few short weeks. Why had he shown up now?

And why, in the name of all that was just and holy, was she even thinking about him in any way other than pure contempt? No one could change that much in two weeks, could they?

Could they?


"Wow, what a great play," Peter was raving as he and MJ walked down the street together after the show. "You were so wonderful."

No, she hadn't been, MJ knew in her heart. It had been a really off night for her, probably her worst performance ever in the show. And it was because she'd been completely caught off-guard by an empty seat being filled. "You could have told me you were coming," she responded, still feeling embarrassed and confused by her reaction to seeing him. This was so confusing, and so maddening. How did he always manage to do this to her? And why was she still letting him?

"I was afraid you'd say 'Don't come'," he responded.

Well, that's true, she probably would have. So maybe it was better that he hadn't told her, because she'd have been stewing about it all through the show. But how would that have been any better or worse than what had happened tonight? Ugh. This was really getting frustrating.

And yet she couldn't take her eyes off him. The entire night, no matter where she was on stage, as soon as she'd realized he was there, she'd made eye contact with him in every single scene the whole rest of the way through the play. And even now, she kept looking over at him, trying to figure out what was catching her attention. "You look different," she finally said aloud.

He smiled. Nice to see she'd noticed. "I shined my shoes," he said brightly. "Pressed my pants...gave up the spider mask."

MJ looked startled. "So…it's true? The Bugle really found your costume?"

"Yep! Spiderman no more!" Peter turned to face her. "I gave it up. My schedule is clear, my life is mine now, and I…"

"Stop," MJ said. "Peter…I love you. I love that you were actually willing to give up being Spiderman for me, but…I mean…can you give it up? Can you honestly tell me that you can stop? I mean…sooner or later you'll see someone getting beaten up and you'll find something you can use as a mask, and it will start all over again…"

Peter's jaw practically hit the ground. He'd done what she wanted, he'd given up the mask, he was telling her he was ready to be there for her, he'd spent the better part of the last two weeks trying to uncomplicate everything in his life--why couldn't she see that? How many different ways did he have to tell her? "You don't understand!" he said, grabbing her arm and turning her to face him. "I'm not an empty seat any more! I'm different!" He felt his voice catch. "Punch me and I bleed."

Well, it wasn't the most poetic pickup line she'd ever heard. But there was something about that expression on his face, fierce determination mixed with deep pain, that was disarming...and he always sounded so lonely and pathetic when his voice cracked like that...

No, her rational mind replied. You've changed, too. It doesn't matter if he really has changed...it's too late now. You have a life of your own.

"I have to go," she finally said, turning away. Fortunately there was a cab right on the corner, "I'm getting married in three weeks," she announced, trying to see if she could somehow get through that thick skull of his. "If you can look me in the eye in three weeks and say you're still committed to this change, then maybe…"

He sighed, but would not turn away. He was not going to walk away from this, not as long as there was still a chance, any chance at all...

"You are different," she whispered, not entirely sure she liked the difference she was seeing. Then she got in the cab and closed the door.

Peter waited until she was safely inside the cab before fetching his glasses from his pocket to watch her go. He wanted her to look into his eyes, see the real and honest sincerity in them, without any kind of mask or lens or anything else in the way. Maybe she'd understood. Maybe he'd gotten through to her.

And maybe he was just trying to fool himself again. It wouldn't be the first time. Maybe he hadn't changed as much over the past two weeks as he'd like to think he had.

Dejected, he trudged off into the night.

A shadow detached from the wall and fell into step behind him. "She's not wrong, you know," a taunting whisper echoed.

"Yes, she is," Peter said without turning. "I have no desire to go back."

"Not now," the voice agreed. "Not now when the mask stands for what you have to lose. But there will come a moment when you will feel like you should have been Spiderman, and you will have to leave MJ behind again to do it. You want her back? You have to prove to her that Spiderman won't be a problem any more. Because in every phase of your relationship to date, he's always been that problem. He's the third person in your relationship, and that's all she knows. She thinks if she lets down her guard, you'll go back on your word and then you'll be right back where you are right now…"

"I will not!" Peter snapped, whirling around to face his tormentor…

…only to find him gone, deep into the dark of night.

"Spi-der-man! Spi-der-man!" jangled the singer up the road. "Where have you gone to, Spi-der-man?"

Peter sighed and continued down the sidewalk.


"So," Victor asked, "why did I have to read this in the Bugle, of all places?" He tossed the tabloid across the desk at his nephew.

"Because I'm not working for the Classic any more," Stephen said in a deadpan tone.

Victor harrumphed. "You know, there was a time you'd be sharing this news with me first instead of your girlfriend."

"Jealous?"

"I notice you're not denying it."

Stephen snorted derisively. "I have no time for girlfriends."

"But freshly awakened clairvoyants with enchanting eyes and fine figures are different, right?"

Stephen raised an eyebrow. "Really uncle, she's far too young for you."

"You're avoiding my question."

"Which one? You've changed subjects at least twice in the last 30 seconds."

"So let's travel back in time about 30 seconds, and I'll let you explain why J. Jonah Jameson has Peter's Spiderman suit mounted on his wall."

Stephen sighed and swirled his drink. "Want the whole story or the condensed version?"

"Which makes more sense?"

"Neither, which is unfortunately the problem." Stephen took a sip of his cognac. "The short version: Peter's had some kind of power outage and can't trust his spider powers any more."

"Organic, or psychosomatic?"

"Likely the latter. Do I need to bring you up to date on MJ's social schedule, too, or have you perused more of the Bugle than you normally do?"

"I'm shocked it didn't make the front page. JJ thinks his kid is gold-plated."

"That was pretty much the tipping point. A couple of hours after Peter finds out about the engagement, he goes tumbling out of the sky, can't understand what's happening to him, and finally decides he's not meant to actually be Spiderman. So he tosses the whole thing--the suit, the mask, the webshooters, all of it--into the trash bin and tries to go back to being Peter Parker, science geek."

Victor snorted derisively. "The glory days."

"Yeah, but I can't really blame him. As bad as his life stank back then, he prefers the powerless life to the powerful one."

"Or so he thinks."

"Yeah, there is that." Stephen leaned back in his chair. "At the same time, it's made me wonder…if my father had lived, would he have wanted me carrying on the family mission?"

"Absolutely not." Victor finished the remnants of his own drink and poured himself another splash, then offered the same to his nephew. "Which isn't to say that he would have been able to stop you. We used to fight over this fairly frequently. Even as a child, it was clear you had something more than just the typical spoiled brat mentality inside your head. You had power. Great power."

"With which comes great responsibility."

"Alexander knew that, too. And it scared the daylights out of him. You had the Cranston projective psyche plus your mother's contrarian streak and her projective psyche. That was quite a combination…one that he was beginning to realize would need to be carefully shaped and guided to be used properly." He turned to Stephen. "Your father couldn't give up the life of a Shadow agent, even though he knew that if his role were ever to be exposed, it would put his wife and child in incredible danger. He couldn't give it up because he had great power…"

"…and great responsibility."

Victor nodded. "If my brother--who had every reason in the world to walk away from a life of danger and daring-do and live out his days indulging his wife's fondness for shopping and his son's fondness for being the center of attention--couldn't do it, there is no way Peter will last more than a few weeks at this. Trust me. It will begin eating away at him from the inside. All the things that make such sense to him now will begin to fade when the novelty wears off…and then, he'll be left with nothing but his so-called 'normal' life. And from what I understand, being 'normal' is not all it's cracked up to be."


Three weeks after unburdening himself psychologically and cleaning out his closet of certain outdated wardrobe pieces, Peter still wasn't regretting doing it. But he was finding out that being "normal" wasn't all it was cracked up to be.

Lately, he felt as if he were kicking himself more frequently than ever. How naive he'd been to think that just by discarding the suit, he could undo the past two years' worth of pain, misery, and deceit. Sure, it felt good in the first few days to be just like everybody else for once. But three weeks later, when all was said and done, he was just another twenty-ish single guy with no job, no friends, and no real direction in his life, like a zillion others in the city. His life wasn't really any better than it had been three weeks ago; now, instead of fighting crime and nursing bumps and bruises, he was fighting loneliness and nursing a broken heart. It took the same amount of time and the same amount of effort, and offered the same lack of real reward...with the same lack of endpoint in sight. MJ had rebuffed his advances, Harry still wasn't talking to him, Stephen was too busy keeping up with the city's crimefighting on his own, and Aunt May was in deep mourning because tomorrow was the anniversary of Uncle Ben's death. It was as if nobody gave a damn whether he lived or died any more. At least before, as bad as it had gotten at times--and it had gotten really, really bad--most of the time he'd actually felt needed...and wanted. Sure, it wasn't the most convenient kind of needing or wanting, but it was better than what he was going through now.

As he walked home from the market, pondering the bad hand life continued to deal him, he passed a dark alley. From inside the alley, he could hear voices, angry ones shouting harsh epithets and criminal-sounding orders to "hand it over" and "give it up" and a frightened one calling out desperately for help. Instinctively, he turned to do something...

...and then remembered there was nothing he could do. Because he was Spiderman no more.

As punches flew and cries of pain filled the air, Peter turned and walked away, feeling less certain of his new life choice than ever.


Stephen emptied his pockets onto the dresser and collapsed onto his bed after yet another day of patrolling Manhattan alone. This kind of work never used to tire him out, but then again he'd had a partner to shoulder a significant part of the load for the better part of the last three years. He could definitely use Peter's help right now in trying to track down Octavius' whereabouts, because he sure wasn't getting anywhere doing it while trying to keep up with the rest of the city going to Hell in a handbasket crimewise, but no one else could keep up with Ock's crime sprees either, least of all the newspapers whose headlines were all screaming "Doc Ock Still At Large" and "Where Are Our Heroes?" every time Stephen bothered to read them.

Across the room, his cell phone gave a ring.

Stephen groaned in exhaustion, then held up his hand.

The phone shot across the room into it.

He flipped it open. "Stephen Cranston."

"Oh, good, you didn't hang up on me."

It took Stephen a moment to recognize the voice. "Hello, Marsh. Long time, no hear."

"Not that long. Three weeks, right?"

Stephen could recognize an ingratiation attempt even through the cellular airwaves. "So, is this a chat for old times' sake, or did you have some other reason for calling me at 10:45 PM?"

Marsh gave an impatient sigh. "O.K., so I'm really transparent. I just thought that by now you'd have a case of cabin fever from not pounding the pavement every day."

It was all Stephen could do not to cast out The Shadow's laugh. "Let me guess…the Classic would like to beat the Bugle to the punch in solving the Doc Ock crime spree, right?"

"It's not just that!" Marsh protested. Then he calmed himself. "Look, call me stupid or naïve or whatever you call me behind closed doors, but…one of the reasons I've tried my best to stay out of your way all these years was that somehow, you could always find out what was going on with this sort of thing. I play along with your little pretense that 'The Shadow is a myth', but we both know that's not true, and whether you were following his lead or he was following yours, whenever you got involved with tracking down a crime conspiracy, it got broken up by him. And what I called here to say was that…well, the city needs somebody to get involved with this. Now. Immediately. If not sooner."

Stephen thought it over. He hadn't realized that Marsh really felt this way about the work he did. "What about J. Jonah Jameson's threats? What about the Justice Department probes?"

"Who cares? People are dying from this guy's attacks! It needs to stop, and it needs to stop now! And I don't know if you call him, or he calls you or whatever the hell it is, but somebody has to do whatever it is that you do, and end this!"

Wow. What a way to get a wake-up call about how much he really was valued. "All right. I'm in. Give me a few days to work my sources."

He could hear Marsh practically melt in relief. "Thanks. Tell Peter he can come back, too."

Stephen hesitated for a moment. "Peter won't be back right away," he finally said. "He's…dealing with some personal issues right now."


The wind swept across the Forest Hills cemetery, blowing leaves and branches across the graves much like it had the day the Parkers said good-bye to their patriarch. Spring had been late in arriving this year, and the barren trees and dead foliage on the ground seemed perfectly suited to the somber mood both Peter and May Parker were in as they held a small, personal memorial service before the headstone reading "Ben Parker--Beloved Husband And Uncle". May had been kneeling before the grave in prayer, and now she was brushing away the leaves and emptying out the in-ground vase to prepare it for the new flowers she'd brought--daffodils, the first flowers Ben had ever given her when they were courting. "He was a good man," May pronounced. "A peaceful man. He didn't deserve to die like that." She put the flowers in the vase, then wiped away her tears for what felt like the hundredth time that day. "And it's all my fault."

Peter couldn't believe it. Why was Aunt May blaming herself? In all the years since Uncle Ben's death, she'd never actually voiced these sentiments to him...but as he watched her lovingly stroking the headstone, tears staining her cheeks and soaking the edges of the scarf she'd tied around her head and tugged toward her face to stave off the angry wind, he realized that she was expressing out loud a burden of guilt that she likely struggled with every day.

But it was misplaced guilt. And he knew that. He knew whose fault all of this really was. And it was time he finally acknowledged that to the woman whom his actions, or lack thereof, had most affected. After all, that part of his life was now over. Maybe finally taking public blame for his mistakes would help him take the next step in his personal rehabilitation.

At least, he hoped so. He hoped he wasn't just fooling himself yet again.

He helped Aunt May to her feet, and they walked back to the car in silence.

A half-hour later, only the whistle of a teakettle broke the silence engulfing the Parker home like a shroud. Though May Reilly Parker had lived most of her adult life in the U.S., many of her personal habits and day-to-day activities were still very much reflective of her life growing up in Britain. Afternoon tea was one of those activities. Even though she was all alone and had no one to share her life with anymore, May still insisted on having tea and cookies every afternoon around 4:00 P.M. Peter had thought it was a dumb thing when he was growing up, but now that he was older and wiser, he understood the comfort that traditions could bring.

He also understood the pain that misplaced blame and profound grief could create. And now, as May brought a pot of freshly brewed tea into the dining room, it was time to take away that blame from her and put it squarely on the shoulders of the person to whom it truly belonged...himself. "Aunt May," he said quietly, "you don't have to punish yourself."

"Oh, I know I shouldn't," May replied, pouring tea into Peter's cup and trying to sound more upbeat than she felt. "It's just that...well, you wanted to take the train downtown, and he wanted to drive you. And if I had just stopped him..." She poured herself a cup of tea and took a slight breath to calm her emotions. "...then we would all three be sitting here having tea together." She took a seat at the table, spooned sugar into her cup, then stirred it and took a sip to warm her body and soothe her soul.

Oh, boy. This was going to be harder than he thought. She was really looking at this whole thing the wrong way, really heaping far more blame for this situation onto herself than she would ever truly deserved, even if she'd actually ordered Uncle Ben to drive him into the city that fateful night. And even if she had done that, it still wouldn't even come close to the real truth of what had happened that night and why Ben Parker had ended up on the wrong end of a thief's gun. He would have to tell her a lot more than he thought he was going to have to at first. What to say? Where to even begin?

"I'm responsible."

He was as surprised as anyone to hear himself actually say those words in that fashion, but he'd blurted them out without realizing, and now there was no turning back. He took a sip of his own tea, trying to look more casual than he felt.

May looked at him oddly. "What do you mean?"

"I'm responsible for Uncle Ben's death." O.K., this was a major leap forward. He'd actually said the words out loud twice now. That was twice more than he'd ever said them before. Maybe this would be easier than he thought.

May was very confused. What was he talking about? Why was he taking on the blame? "But...you were at the library. You were doing your homework."

"No," Peter said, trying to keep from losing what little nerve he still had. "He drove me to the library, but I never went in."

Now May was really confused. If Peter wasn't at the library, than where had he been all that time? Ben had come back from the first drive downtown, mad as Hell, and plopped himself in front of the TV for almost three hours before he left to pick up Peter again, on the last night she'd ever seen her beloved husband alive. But if Peter hadn't actually gone to the library, where had he gone? And did Ben know about this? What could possibly have been so important for Peter to do that he didn't want his family to know he was doing it? "What do you mean?" she finally asked.

"I went...somewhere else, some place where I could win some money to buy a car, so I could impress Mary Jane." He could feel the emotions building up inside him, as if it were happening right in front of him once more. "It all happened so fast...I won the money, but the guy wouldn't pay. And then he got robbed. The robber was coming right at me. And I could have stopped him, but I wanted..." He searched for the right word to crystallize the range of selfish thoughts he'd had as the wild-eyed man with the gun had run toward him. "...revenge." Now the tears were rising from the depths of his pain. "So I let him go. I let him go...and he got away."

May just stared. She'd never heard this part of the story before. And she wasn't sure she wanted to hear the rest of it, because she already knew how it ended...

"He needed a car," Peter continued, his eyes rimmed with tears that were threatening to spill over. "He tried to take Uncle Ben's. Uncle Ben said 'No'. So he shot him." Now he didn't care if they spilled over or not, because absolutely nothing was going to stop him from finishing this story. "Uncle Ben was killed that night for being the only person who did the right thing." Peter took a breath to draw enough strength to continue, because this was the most emotionally draining thing he'd ever had to do in his life. "And I..." The tears were streaming down his cheeks, and his voice was cracking with the emotion bursting forth from inside him. "I...held his hand and watched him die." He reached across the table and clasped Aunt May's hand. "And I have tried to tell you this so many times..."

May slid her hand out from under Peter's as if she were recoiling from a snake. In mere seconds, her expression ran the gamut from confused to pained to horrified.

Peter looked at her, desperately hoping that she would understand, that she would forgive him, that she could somehow grant him the absolution he'd been seeking for the horrible sin of not understanding that with great power came great responsibility...

...and slowly realizing that it was far more likely that she wasn't going to.

May stood up, backed away from the table, and ascended the stairs deliberately and resolutely.

Then she slammed the door to her bedroom.

That thud echoed in Peter's ears louder than the loudest gun blasts from a thousand criminals. His heart sank further than it ever had. Why had he done this thing? Why had he told her? WHY?


"So…why did you tell her?" Stephen asked.

Peter sat on the sofa in Stephen's condo and hung his head, trying to figure out what was going on in his life these days. "I wanted her to stop blaming herself for Uncle Ben. I know what that kind of guilt does to people…"

"No."

He looked up. "No? What do you mean, 'no'?"

"You didn't want her to feel better, or to stop blaming herself, or anything else like that. You wanted her to forgive you."

Peter's face crumpled. "Yeah. Yeah I did. I wanted her to tell me it was all right. I wanted absolution. I wanted her to tell me it wasn't my fault so I could give up Spiderman without guilt. I wanted forgiveness…and now I've crushed her."

"Still thinking you made the right decision?"

Stephen's smug tone was oh-so-annoying, and it was really ticking Peter off. "You know, you could be a lot less judgmental right about now."

"Yes, I could, but that's not why you rushed straight over here. You rushed straight over here because you knew I would tell you how I really see a situation. So I owe it to you to be that person you expect me to be." He looked Peter in the eye. "You don't need me to tell you that you screwed up. But you do need me to tell you this: You have to decide what is really important to you now. You've done a damned effective job burning all your bridges. Now you need to figure out which of those bridges, if any, are worth reconstructing. And to do that, you have to answer a very basic question you have yet to answer to anyone's satisfaction. What do you want?"

Peter ran his fingers through his hair. "I don't know!"

"Then I suggest you start trying to figure out that answer. Because until you do, nothing in your life is going to get any better."

Peter couldn't help but wonder why everybody except him seemed to have some answer as to what to do with his life as he got up and stormed out of the condo.


"The funny thing is, I can sympathize," Stephen told Sarah an hour later over lunch at her apartment. "My parents never wanted me to become the Shadow. 'You want an heir, produce one yourself,' my father reportedly told Victor at one point. That's why Victor took it so hard on me during training. He was trying to make me give up on my own. I wouldn't, because that's the kind of stubborn such-and-so that I am. But there have been times since I took on this role full-time when I've wondered if my parents would ever forgive me for breaking their last wish, as it were."

"What do you think?"

"I don't know. I think I've made a difference. I know I've helped people. But at the same time…"

"If you're looking for forgiveness from your parents, you can forget that right now. I am not a medium, I can't talk to the dead, and that's the only way you're going to be talking to them."

"True enough." He shook his head. "Sometimes, you have to have one person in your life that you know you can say anything to and they will back you unconditionally. I have agents who would take a bullet for me, figuratively and literally, but it's just not the same. That one person I can always count on in my life is Victor, because I can tell him anything and he knows me better than anyone ever has or ever will. I won't always like his responses, but I know that no matter what I do, and no matter what I don't do, he will be there for me. And that is a comfort that Peter doesn't have right now."

"Yes, he does. He has you."

Stephen actually blushed slightly. "I wish that were true. He's the closest thing I have to a brother. I don't know if he feels the same about me. Maybe he does, but more like that older, annoying brother who's constantly tormenting you."

"The torment is because he doesn't really believe in himself right now, so he can't let himself believe anybody else. He's lost his sense of identity."

"He threw his sense of identity in the garbage three weeks ago."

"No, those were the window dressings on that identity. You said it yourself--people like you define yourselves by your jobs, your roles in life. Peter doesn't have those roles any more, but he's got nothing to replace them with. And he's lost what he thinks is the only person he's ever been able to depend on loving him regardless of what role he's playing--his aunt. I know when I lost my mom, I felt really adrift. I threw myself into work, and tried to keep busy, but when all was said and done, all I really wanted to do sometimes was talk to my mommy."

"Really?" Stephen's brain began spinning the pieces together.

Sarah frowned at Stephen. "You are plotting something."

He raised an eyebrow. "And this is different from normal because…?"

"Never mind." She gestured toward the door. "Go. Plot. Scheme. Manipulate. You'll just be completely distracted until you get out of here and do what you have to…"

By the time she turned her attention back to Stephen to finish the sentence, he was already completely out of sight.


Half an hour later in Queens, Stephen walked up the steps to the front door of the Parker residence and knocked on the door.

May opened the door, her eyes rimmed with red from the tears she'd hastily dried only a moment earlier. "Yes?"

"Mrs. Parker? I don't know if you remember me from Peter's birthday party a few weeks ago--I'm Stephen Cranston, Peter's writing partner..."

"Oh, yes, I remember you. But if you're looking for Peter, he's not here… "

"I know that. I'm actually here to talk to you. May I come in?"

May looked intrigued, but let Stephen into the house, showing only a trace of the irritation she was still feeling toward Peter as she closed the door with a thud.


There were thuds coming from the East River area as well, sounds of massive tentacles stomping on a steel platform in the wreckage of Octavius Labs, shoving a gigantic new actuator arm into position.

It had been a miracle, really. He'd accomplished in less than a month's time a myriad amount of redesign, re-engineering, and just plain start-over-again-from-scratch work that had taken him almost a year to complete previously. There were times the benefits of experience came in handy; there was something to learn from every experiment, even the unsuccessful ones. The reactor overran the containment field last time? Build it bigger. There wasn't sufficient space to build it bigger? Clear out more wreckage and make room. Not enough equipment? Get more. Not enough power, both computing and electrical? Steal it.

As his arms finished the wiring on the actuator, Ock went through his mental checklist for the completion of his new molecular fusion generator. Electrical power? Check. Command and control stations? Check. Actuator arms? Check. Magnetic generators? Check. Plasma lasers? Check. Tritium?

Tritium. Now that wasn't something that he could buy on eBay. Nor anywhere else, for that matter. There were only 25 pounds of it on the whole planet, and most of those pounds were controlled by government agencies that were tightly regulated and extremely secure. Facilities that dealt with highly radioactive substances tended to be that way, he reminded himself. That was why he'd had to secure private funding--no government organization would finance private research with nuclear materials; there was too great a risk of the precious elements falling into nefarious hands. There were only a handful of defense contractors who even had access to the stuff...

...and one of them was OsCorp Industries.

Ock smiled. He had wanted to complete this project as a way to show up that snot-nosed Harry Osborn, teach him a lesson about who was really in control. But it occurred to him that there might be a better way to do just that.

"There's just one more chore," he told his constant companions.

The tentacles snapped their pincers gleefully.


As lightning from a spring thunderstorm lit up the gothic architecture of Osborn House like some kind of haunted mansion in a bad horror movie, Harry Osborn angrily threw another folder onto the pile of papers strewn across his father's...no, his desk, Harry reminded himself yet again. Funny how in all the years since Spiderman had stolen Norman Osborn from Harry's life, Harry still couldn't stop thinking in terms of things still being his father's. His father's company. His father's house. His father's study. His father's liquor cabinet, well-stocked with a number of fine spirits, including his father's favorite bourbon, Maker's Mark, a bottle of which seemed to be Harry's constant companion these days. That, and the ever-present and ever-growing collection of reports and photos and newspaper clippings about Spiderman, though those had been drying up as of late. Unlike Harry, who was slamming down yet another glass of the smoky-tasting whiskey as he stared at the item atop the mess on the desk.

His father's homicide folder. Though the folder itself sported an official "Person Of Interest" dossier for Spiderman on the front cover, the coroner's final report inside it had for all intents and purposes cleared Spiderman of involvement in Norman's murder, indicating that the blades that had pierced completely through Norman's groin and severed his arteries were moving at speeds approaching 100 MPH; in the summary findings, the report cited several police RADAR gun studies indicating that even the amazing Spiderman couldn't reach those speeds on either web swings or building-to-building leaps. Of course, this same coroner's report also stated that the metal from which those murderous blades were made was some kind of unknown compound not sold commercially and was probably from a private manufacturer in origin, possibly even a defense contractor, which Harry knew was just preposterous. Next they'd be implying his father had killed himself with one of his own weapons. The whole thing was a mockery of what Harry knew to be the truth. He'd seen it for himself--Spiderman, standing over his father's body, by his father's chaise lounge, in his father's study. If the bug wasn't the murderer, he sure as Hell knew who was, and Harry was determined to find him and make him pay for what he'd done ...

"I'm leaving for the night, sir."

Oh, yes, one more thing of his father's in this house, his father's majordomo. Harry sighed as Bernard, the long-time faithful servant of the Osborn family, had once more barged into Harry's private world and intruded on his private grief. Of course, the fact that the man was standing 20 feet away, barely inside the doorway, with the door only opened just enough for someone to be able to see that there even was a person standing there, didn't really matter to Harry; it was the intent that was important. Of course, someone's intent was whatever Harry's clouded mind could dream up at that moment, which was really all that mattered in Harry's delusional judgment. He muttered a slurred "Fine" as he brushed his hand at the air dismissively to send the butler away.

Bernard sighed as he saw the massive collection of clippings scattered across the desk yet again. "Your father only obsessed over his work."

"Good night, Bernard," Harry snapped in a tone that indicated he did not want to talk about this any more.

Bernard shook his head and closed the door.

And Harry was alone once more in his father's study, with his father's booze, obsessing over his father's killer. He growled as he spotted the headline that had become yet another mockery of his personal pain...

"Spiderman: No More!"

Harry pounded his fist on the pile. It couldn't be true. Spiderman no more? Impossible. After all, Harry himself was still alive, and as far as he could tell, Spiderman's entire mission in life was to destroy the Osborn family, one connection at a time. He'd snatched away his beloved MJ at Times Square and stolen her heart. He'd consumed all of Peter Parker's time and attention, to the point where Peter would rather protect his source of income than help Harry find his father's killer. He'd manhandled Harry like a toddler just when Harry had been about to assert control and save Octavius' disastrous demonstration and rescue his millions of dollars worth of investment, all of which had gone down the tubes when that stupid bug wrecked Octavius' experiment before the expensive tritium could be re-harvested and the equipment salvaged.

And he'd murdered Norman Osborn and left his body practically at Harry's feet.

"Where are you?" he muttered, feeling the rage growing inside him once more. He pounded his fist atop the papers again. "Where are you?" he shouted into the air.

Only the rumble of far-off thunder answered him.

Harry wiped the sweat from his brow and wandered over to the French doors leading to the balcony to get some air. The strong breezes sweeping up the sides of the house swirled leaves in odd patterns across the stone floor, and the air was brisk and chilling as the foreboding storm flashed its electrical warning signs behind the clouds nearby.

The thunder kept rumbling. It seemed especially loud to Harry, pounding in his ears, practically shaking his entire body...

...and then he realized it wasn't his body that was shaking. It was the balcony. No, it was the whole house, shuddering as if an earthquake had taken hold of it, or as if a giant were stomping down the street toward it. He could hear crunching and grinding noises now, growing ever louder in harmony with the earthshaking thuds. And the booming shock waves were getting stronger...and closer...and stronger...and closer...

...when suddenly they stopped.

Unnerved, Harry cautiously peered over the edge of the balcony...

...and a tentacle smashed its metal fist into his chest, sending him flying.

Harry hit the deck six feet away. His eyes widened in shock as he saw the tentacle charging for him once more...

...and then stop to catch his falling glass of bourbon in mid-air, caressing it as gently as a hand holding a crystal brandy snifter.

"Hello, Harry," a familiar voice said mockingly.

Harry looked up...and looked right into mirrored lenses. But not the ones he'd been obsessing over. Instead, the mirrored lenses were from sunglasses perched on the face of Otto Octavius, who was now standing atop the balcony railing, balanced there by two more of those ungodly tentacles. My God, he really does look like an octopus, he realized through his alcohol-dulled senses. "Otto," he whispered in a frightened voice. "Wh-wh-what are you doing here? What do you want?"

The tentacle that had caught Harry's glass of bourbon obligingly brought it to Ock's lips, and he downed it in one satisfyingly warm shot. Maker's Mark, he mused. The boy has taste. Or more likely, his father did. "My precious tritium," he said disarmingly. Then the tentacle hurled the glass aside as Ock stepped off the balcony rail, peeled off his glasses, and menacingly approached the cowering Osborn brat. "But I need more of it this time. A lot more."

"Tritium?" Even Harry knew that was an insane demand. "Are you crazy? You almost destroyed the city last time! You blew up your lab, you practically killed everybody in the place, and you cost me a fortune! I'm not giving you anything, you psycho..."

Another tantrum. Why did this not surprise him? And people wondered why he'd given up teaching all those years ago. There were times he'd wanted to do to those irresponsible pampered rich kids in his classes exactly what he was about to do to Harry Osborn...

An obedient tentacle snared Harry's right leg and lifted him into the air, then rotated and dangled him upside down over the streets below.

"No!" Harry screamed in terror. "Wait! Wait! I could use a psycho! I'll make you a deal! I will--I'll make you a deal! Just put me down!"

Ock merely smirked at Harry for a moment, as if seriously considering dropping him to his death just for the Hell of it, then another tentacle flashed out and grabbed Harry's left arm and dragged him back to the balcony.

Harry thought for a moment that the metallic arms were going to tear him limb from limb, but they were merely aiding in turning him right side up before depositing him on his feet. He shrugged off the tentacles angrily and straightened his suit jacket, trying to look more composed than he felt, then tried to think of what kind of deal he could possibly make that would benefit them both. Ock was obviously desperate for the tritium, which meant he was likely to agree to almost anything, but then again, he was desperate for the tritium, which meant he might not agree to anything at all, so he had to come up with something Ock might be at least a little interested in doing just for the Hell of it. "Kill Spiderman," he said breathlessly, "and I'll give you all the tritium you want."

Ock raised an eyebrow. He'd heard through the OsCorp grapevine that Osborn really had it in for Spiderman--something about Osborn the younger blaming Spiderman for Osborn the elder's death--but bad enough to want him killed? That was news.

"No, wait," Harry said, suddenly realizing there was something he wanted far more than a dead Spiderman. "Bring him to me...alive."

Ock stared at Harry for a moment. Whatever the real story was between the two of them, it must be pretty nasty, because the naked hatred in Osborn's eyes was almost unnerving. He didn't think Osborn had it in him to even go the corner market personally when he could just as easily order others to do it. But if it got him his precious tritium, he'd indulge Osborn's revenge fantasies. "How do I find him?"

"Peter Parker."

Now Ock genuinely couldn't believe what he was hearing. Osborn was willing to sell out his so-called best friend just to fulfill this weird bloodlust of his? "Parker?"

Harry couldn't believe he was about to put his best friend--his only friend, really--in this position...but then again, Peter had made his position on protecting Spiderman's identity quite clear, and now it was time he dealt head-on with the consequences of such a choice. "He takes Spiderman's picture for the Classic. Make him tell you where he is."

Ock climbed onto the balcony railing again and gave Harry the hardest, angriest glare he could muster. Two tentacles did an impersonation of the expression to augment the image. "Have it ready," he growled, then descended down the wall.

Harry felt his heart drop into his stomach. What had he done? He had just ordered a madman to forcibly extract information from the only person in his life he had ever been able to call "friend". Who was the more monstrous--the beast, or the one who unleashed him? He ran to the edge of the balcony. "Don't hurt Peter!" he shouted in desperation.

One of the tentacles brushed at the air dismissively, and Ock vanished around the corner.

Harry slumped to the floor, feeling completely lost. He tried to convince himself that Octavius had heard him, that at least part of that monstrous SOB still remembered having met Peter a month ago and would show some mercy to the poor guy, because Harry wasn't sure he could handle it if Ock didn't.

Then he gathered himself, headed inside, picked up the bottle of Maker's Mark, and plopped down in front of his computer, typing the access commands for the Octavius Labs research grant to begin the bureaucratic stuff and nonsense that would allow him to tap into OsCorp's stash of tritium. He hoped no one else was planning to use it anytime soon, because he had the strangest feeling he wasn't going to be able to return it after Octavius got done with it.


"Crime Rate Soars! Where is Spiderman Now?"

Peter gave a wry grimace as he read the screaming headline on the Bugle's late edition on his way home from the market. In another time, he might have felt strangely happy over the fact that good old J. Jonah Jameson apparently actually missed him, and maybe he'd have even gotten a chuckle over the grossly exaggerated graphic of the crime rate shooting upward exponentially now that the "masked menace" was "terrorizing" the town no more, but lately not even that kind of backhanded good news made him feel any better. It had been two days since he'd confessed the truth about his involvement in Uncle Ben's death to Aunt May, two days since she'd recoiled from him in horror, and two days since he'd left her house absolutely certain that the only person left in the world who gave a damn about him any more now just wanted him gone forever. Maybe he'd be better off leaving town, going somewhere else--anywhere else--and starting over again, because his life here was pretty much history. In a million years, he never thought he'd actually miss his crappy old life...

"Ayuda! Ayuda! En el fuego! En el fuego!"

Peter tensed at the sound of those words. Over the past few years, he'd gotten a crash course in practical foreign languages, learning through trial and error and spider-sense tingling the basic danger warnings and calamity descriptions and cries for help in about a dozen different languages. And he knew all too well what those cries for help meant...something was on fire. He looked around frantically...

...and then saw the horror of a corner restaurant engulfed in flames that were now crawling up the walls and bursting through the walk-up apartments' windows.

Instinctively, he grabbed his shirt and started to pull it open...and then the feel of the t-shirt across his chest reminded him of the life he was living now, a life where he was Spiderman no more. He sighed glumly and turned away.

"Mi hija!" another cry rang out.

My daughter... Peter turned around once more.

A Filipino woman, sobbing and distraught and covered in smoke and debris, was having to be restrained from rushing back into the building by another debris-covered man. Another man was running through the onlookers, grabbing each one, trying to find out if anyone had seen "the Tejadas' daughter"...

...and Peter knew he couldn't turn away again. He dropped his bookbag and ran over to the man who was rushing through the onlookers. "Is anybody still in there?" he asked.

"We think there's a kid trapped somewhere on the second floor," the man replied. "Nobody can find her..."

In a flash, Peter was gone, racing into the burning building.

"Hey!" the man called out. "Are you crazy? Come back here!"


He hated fire. Even when he'd had his powers, he'd hated fire. The hot air burned your lungs and the smoke clogged them up, everything was bright and dark at the same time, there was nothing to grab on to and no way to move fast...not to mention the time the Goblin had suckered him into an arson and tried to slice him into little spidery bits with an exploding pumpkin bomb full of razor-bats...

Enough, he told himself. There's no Goblin here. There's just a missing kid. Find her.

He finally got up the flaming staircase to the second floor, dodged burning debris falling from above, then stood on the landing and tried to listen for any cries for help. "Where are you?" he called.

The sobs of a small child reached his ears. He turned to the apartment door on his right and listened again, trying to make sure he'd found the right place. "Where are you?"

More sobs from the other side of the door.

He grabbed the doorknob and tried to open the door, then drew his hand back almost immediately. Physics 101, Parker--metal gets hot in a fire. Use your brain for a change. "I'm coming!" he shouted, still trying to figure out how he intended to do just that. O.K., if I still had strength, how would I do this?

He threw his shoulder into the door.

Ow. Ow. Ow. Not real smart. He rubbed his shoulder, mad at himself for not thinking that through a little better. Anatomy 101, Parker--leg bones are over twice as strong as shoulder bones. Have you forgotten everything you learned over the last few years?

He took a couple of steps back, then ran forward and kicked the door.

It burst off its hinges and flew open, revealing a blazing inferno that had once been an apartment. And the child's cries got louder.

Peter rushed into the apartment, then heard a creaking above him. Instinctively, he dove to the side and ducked.

The ceiling above him caved in, raining flaming debris down right where he'd been standing a moment ago. He barely had time to say a quick prayer of thanks for the miss when he realized he was now lying in front of a closet door, and the child's cries were now screams of terror emerging from the other side of that door. He whipped the door open.

On the floor of the closet, covered in a blanket and shaking, was a toddler, crying and coughing from the choking black smoke that was all around her.

"It's O.K.," Peter said soothingly. "I've got you. Come on, let's get out of here..."

She offered little resistance as he scooped her up in his arms and turned to go. He had to do another duck and dodge of stuff falling from the apartment above, then ran out into the hallway...

...and suddenly found his escape route had been cut off.

The floor between the apartment door and the stairway had cracked and split and was now a gaping maw, opening to the blazing pit of fire in the restaurant below.

No way to get out that way. He turned around, heading for what he hoped was a fire escape on the other side of the building...

...and flaming debris fell through the ceiling and cut off that path as well.

Peter turned around again. The gap between himself and the landing that would lead to freedom wasn't even ten feet wide. If he had his powers, it would be a mere hop, a slight spring. But here? Now?

More debris rained down behind him.

Here. Now. Do it, or die trying.

He took two steps back, took as deep a breath as he could, then ran forward and jumped.

For a moment, he thought he'd misjudged the distance in the distorted light, because he was able to reach the landing easily.

Then the fire-weakened spot where he'd caught his balance gave way.

Peter felt himself falling and grabbed for anything he could.

Somehow he managed to catch the edge of the tiled floor, a tiny lip on what was left of the landing, with one hand. Grateful for the handhold, he held on tight and flung the little girl up onto the remaining piece of landing with his other hand. If nothing else, she could get out safely, even if he did fall to his death...

Then he felt her tugging on his right arm, trying to pull him onto the landing with her.

Well, he decided, if she wasn't going to let him die, then he wasn't going to let himself die either. With renewed vigor, he managed to catch hold of the lip with his other hand, then find a better handhold, then work himself up onto his elbows, then pull the rest of his body up to the landing, all while the little girl tugged on his right sleeve, unwilling to let him go.

He scooped her up in his arms once more and ran down what remained of the stairs.

A moment later, he burst back into the open again. He took several grateful gulps of the humid night air, then stumbled over to the frantic couple he'd seen desperately searching for their daughter earlier and handed the little girl to them.

"Mi hija?" the woman asked incredulously as the smoky bundle was thrust into her arms.

"Mama," the little girl babbled happily.

The anxious mother embraced her child and broke into sobs as she and her husband turned to thank the angel of mercy who'd rescued their child...

...only to find him staggering away from the gathered crowd, coughing and gagging, about to collapse from exhaustion and smoke inhalation.

Several onlookers grabbed the hero in their midst before he could hit the pavement and called out for help.


When Peter finally regained his senses, he realized he was sitting on the bumper of an ambulance, a blanket draped across his shoulders and an oxygen mask pressed to his face. He removed the mask and coughed, still fighting the heavy feeling of lungs filled with suffocating smoke and practically seared shut from heat, a feeling that he'd grown all too familiar with experiencing during his former life.

A paramedic slapped his back to encourage the coughing, and another fireman patted his shoulder reassuringly. "You've got some guts, kid," the fireman told him, raising the mask back to Peter's face.

Yeah. Guts or foolishness. Not sure which yet. Peter held the mask and tried to let the oxygen clear his head. What had he been thinking--that he was Spiderman once more? Yeah, it would have been worse if he'd just turned his back and walked away, and yeah, that little girl would have been dead if he hadn't at least tried to do something, but had he gone completely insane?

"Some poor soul got trapped on the fourth floor," another fireman nearby said. "Never made it out."

Those words seared into Peter's brain with more intensity than the inferno he'd just emerged from. There had been somebody else in there. And they never made it out. Help didn't get to them in time.

But it could have...if he really had been Spiderman once more.

Peter couldn't bear it. He tossed aside the blanket and oxygen mask and walked as fast as his rubbery legs would take him away from the building…

…and walked headfirst into Stephen Cranston.

Stephen looked at him, looked at the building, and looked at the little girl with her overjoyed family. "So," he said finally. "Hungry for barbeque?"

Peter grimaced. "I am so not in the mood," he said, trying to move on.

Stephen stepped in his way again. "Told you it wouldn't be easy."

"I know." He tried to step around his friend again…

…and Stephen once more cut him off. "Peter…what do you want?"

Peter couldn't answer him. He looked back at what was left of the scene, trying to come to grips with what he'd just done, then turned back again…

…and this time, there was nothing there to impede him. Nothing, that is, except his own inner torment.


Hours later, as night turned to day, he was still staring from his balcony at the city skyline. Still wracked with confusion. Torn between his responsibilities and the love of his life. If MJ had been there at that fire he would have run in anyway, and would have told her stay back, just like he would have if he was Spiderman. So how could he honestly tell her that things would be different, even when he didn't even have powers any more? "Am I just not supposed to have what I want?" he whispered bitterly.

A mocking laugh from the next balcony answered him. "What you want? You still haven't told me what that is! Do you even know?"

"Shut up!" Peter shouted.

"Make me."

"I am coming over there," Peter warned.

"That's supposed to frighten me now?" The mocking laugh rang out louder.

That was it. Peter had just about had it with Stephen's attitude. He stormed back through his condo and was about to pound on the door of the condo across the hall when it opened by itself. "Show yourself," he challenged as he came inside.

Stephen swirled into visibility and telekinetically closed the door behind Peter. "There are those who believe normalcy is just an illusion. Others believe that only the illusions are normal."

"You have spent way too much time with your friends at the monastery," Peter retorted.

"I do what I want. What do you want, Peter?"

"Why is it so hard for you to believe that some people might not have the certainty in life that you do?"

"Why is it so hard for you to gain even a small degree of that certainty? My God, Peter, you're not a child--you're only three years younger than I am, and I'm within shouting distance of 30! There comes a time in every man's life when they have to stop clinging to the illusion of 'what if…' or 'if I only…' and start focusing on the here and now. They have to figure out what they want. That doesn't mean that they have to like it, but it at least gives them a place to start."

"Don't you think I've tried?" Peter retorted. "I thought I had it all figured out. Then MJ came back into my life, and it all came unraveled. But I thought I'd managed to figure it out again…until…"

"…until the novelty of being Spiderman's girlfriend wore off for her and the reality of being Spiderman's girlfriend took over. As you once told me, this is why superheroes have rotten love lives."

"You can say that now. You have Sarah."

"I don't 'have' Sarah, and she doesn't 'have' me. We're only now just getting to know each other, which is what you and MJ both needed to do in the early stages of your relationship instead of just rushing back into your juvenile romance, assuming that true love was all you needed to get by instead of just a way of deferring finding true focus in your relationship and figuring out what each of you wanted out of your lives. You can't control MJ's search for her true wants, but you can control yours. So I'll ask you once more, Peter: What the hell do you want?"

"I want some answers!" he finally raged. "Why me? Why does this sort of thing always happen to me? Does God hate me? Do I need to become a monk or something to finally catch a break in life? Why, no matter what I do, is it never good enough for the people I love? My aunt hates me, my girlfriend hates me, my boss hates me, my former boss hates me, even my so-called 'best friend' hates me…"

Stephen put a firm but gentle hand on Peter's shoulder. "I don't hate you, Peter. And I never have. You're family. It hurts me more than I can ever express to see your confidence crumble like this. I miss having you as my partner. And I miss having conversations with you that don't involve arguments over whether or not we're going to be able to be partners again."

Peter looked at Stephen for a long moment. Then he embraced his friend warmly, desperate to hold on to the one thing in his life that wasn't deserting him lately, no matter how hard he'd tried to alienate the man through his actions or lack thereof.

Stephen patted Peter's back and released the embrace. "As much as we both needed that moment," he said as he reached into his pocket, "there was another reason I wanted you to come over here." He handed Peter a cream note card. "Your aunt called late last night while you were out. I came over and took a message after the third time she hung up on your machine."

Peter opened the card and read the note written on it.

Barely fifteen seconds later, he was racing out the door.


There were boxes everywhere. The relics of over 40 years of life in the same house were somewhat haphazardly scattered along the driveway and back porch of the Parkers' Forest Hills residence, and Peter was quite startled to see them. Belatedly, he remembered that Aunt May had gotten a Pre-Eviction Notice just a month ago and they hadn't been able to secure a loan to keep the house. Funny how that day--the last time he'd really been Spiderman--seemed so long ago now. He had a moment of panic, wondering if Aunt May knew her stuff was sitting on her back stoop, that was eased when he realized that she was bustling around the yard, sorting through things, occasionally lifting a box or two to make sure it hadn't gotten too heavy for her to deal with personally. "What's all this?" he finally asked.

"Oh," May said with a sigh as she hefted another partially-loaded box onto the kitchen table--which it seemed funny to call a kitchen table when it was being used as a staging area for a virtual lifetime of memories on the back porch. "They gave me a few more weeks, but I finally decided the Hell with it. I'm moving on." She seemed stronger and more resolute than Peter had seen her in years, as if she too had reached a turning point in her own life and had made her own choice to leave the past behind and take a different road to the future. "I found a small apartment."

Peter raised an eyebrow. May Reilly Parker, homebody, devoted wife, doting aunt, grieving widow...single woman with her own apartment? There were some images he wasn't sure he wanted to even try to wrap his brain around. "Why didn't you tell me?"

"I am perfectly capable of taking care of my own affairs," May replied testily. "And besides," she continued, gesturing at the curly-haired young boy darting around the maze of household items, "Henry Jackson from across the street is giving me a hand. And I'm giving him five dollars."

Peter looked at the young boy running in and out of the house in nearly the same fashion Peter himself had done as a child. Back then, Peter would sneak Aunt May's good measuring cups outside for weird chemistry experiments--baking soda in vinegar, color-changing tablets in water, that sort of thing. But unlike himself, this kid was toting around May's precious mixing bowls and springform pans without any intention of finding out if penicillin really could grow in a metal muffin tin. He'd thought he'd recognized the boy, but it had been so long since he'd actually seen the kid that he couldn't believe the little neighborhood boy from down the street had grown so much. "That's Henry Jackson?"

"Funny what can happen when you move away," May said drolly. "Nine years old. Has great ambitions."

Yeah, it was kind of funny what could happen when you strike out on your own. And sometimes not so funny. Like when a long-held secret, finally released, winds up tearing your family apart. Peter tried to gather his nerve once more, as he'd struggled to do on the whole train ride to Queens. "Listen, Aunt May," he said, grasping desperately for what little emotional strength he still had left, "about the other day...the things I said..."

"Pish, posh," May replied, giving a dismissive wave. "We needn't talk about that any more. It's all water over the dam, or under the bridge, or wherever you like it."

Peter sighed. Yet another family cover-up...nobody ever wanting to do anything to upset the status quo. If he'd been a normal teenager growing up, he might have had experience in coming up with reasons to go through the typical parent/child arguments, but aside from wishing that anyone would ever accept him for who he really was, Peter really was just a good kid who'd never had anything even remotely resembling a quarrel or fuss with his adoptive parents...until the night Uncle Ben had been killed. Part of the reason for that was that both Aunt May and Uncle Ben were experts at not rocking the boat, of just rolling with the punches, of never questioning anything, of soothing over ruffled feelings with pats on the back and doting upon bruised egos with cajoling offers of cookies or brownies or fruit tarts or some other treat meant to warm the heart by pleasing the stomach. It was very typical of Aunt May to just pretend like his confession had never happened, that everything was the same as it ever was...

"But you did a very brave thing the other day, telling me the truth about what happened."

Peter stopped his musings and looked at her for a moment. Maybe the status quo was about to change.

May was smiling warmly, trying to hold her conflicted emotions in check. "You made a brave and bold move. And I'm proud of you." She pushed aside the box she was packing as she began crossing the yard toward him. "And I thank you...and I love you..." She pulled him into a motherly embrace. "...so very much."

Peter held his aunt tightly for a long time. It was so nice to know that somebody really did care whether he lived or died. It had been incredibly painful to believe she hated him, even more painful than he'd ever dared to admit, judging by the relief he now felt as she held him warmly and gently stroked his back, his shoulders, and his arms as she nestled into his chest. He finally realized that as hard as it had been to do, he had indeed done the right thing in telling her the truth. Yes, it had hurt, and it had hurt very badly, but now that the hurt was gone, he felt as if they had finally turned a corner in their relationship, a relationship that had become tense and guarded since Uncle Ben's death. For a brief moment, he was once more the lonely, lost, child he'd been for most of his life, a life that was only occasionally made better by the warm embrace of a woman who couldn't have been more of a mother to him if she'd actually birthed him. Maybe in a strange way, she finally actually had, because now that the truth was out, he was free to accept her always-unconditional motherly love without feeling the pain and guilt associated with his past life. It felt like a new beginning...maybe the new beginning he'd really been seeking all this time...

May released the embrace, then straightened and smoothed his jacket just as she'd always done. She gave him a warm--and strangely knowing--smile, then returned to sorting through her things.

Peter looked around at what was left of his childhood possessions, the things he hadn't been able to take place-to-place in his somewhat nomadic existence over the last few years, and noticed one particular stack of items was missing. "Hey--where are all my comic books?"

"Oh, those dreadful things?" May scoffed. "I gave those away."

Peter shook his head and laughed slightly. Some things never changed. Aunt May had never understood why anyone would feel the need to immerse themselves in the lives of "impossible superheroes" when there were so many other "real heroes" whose life stories they could be immersing themselves into instead. Ah, well. Consistency could be a good thing sometimes.

"I put the pans in the box like you asked, Mrs. Parker," Henry Jackson said as he stepped out onto the back porch.

"Thank you, Henry," May replied, starting to sort through the pile of shoes from her closet, pausing as she looked wistfully at one of Ben's old dress shoes, tossed in the pile earlier by the ever-helpful little Henry. Taking stock of one's life could be such an emotional drain.

Henry, oblivious to the life-changing drama going on around him, waved at an old friend he hadn't seen in what felt like forever. "Hi, Peter!"

"Hiya, Henry," Peter returned, then just marveled. The high-energy little boy who used to get tangled in everyone's feet--not that Peter had needed any help in the clumsiness department back then--was now up past Peter's waist. Wow, things had really changed since his own life-altering incident. "You're getting tall," he noted, holding his hand out as a measuring stick for reference.

Henry rolled his eyes. Adults always said that when they couldn't think of anything else to say about you.

"Henry, why don't you put those cookbooks in with the mixer?" May said, trying to refocus her attention on the task at hand instead of the memories that kept intruding.

"Sure thing, Mrs. Parker." But Henry was still looking up at Peter, a strange mix of admiration and awe in his gaze. "You take Spiderman's pictures, don't you?"

The question caught Peter off-guard. He really didn't think anybody had even bothered to read the photography credits for the images used by J. Jonah Jameson as backdrop for his increasingly hostile rhetoric about his former alter ego and as illustrations for Stephen Cranston's crime-busting exposes. "I used to," he admitted.

"Where is he?"

Wow, kids could be direct. At times their candor was refreshing, and the way kids had always seemed in such awe of Spiderman--though for the life of him, he could never figure out why--was kind of fun at times. At other times, though, their directness could cut you right to the quick...like it had now.

"Henry and I agree," May interjected. "We don't see his picture in the paper anymore."

Peter wasn't quite sure how to take that, either. "He..." He decided to be as straight as he could under the circumstances. "He quit."

Henry looked surprised. "Why?"

Because he'd lost both his powers and his drive and become a danger to himself and everybody around him. Not to mention that he was going insane trying to live two lives, neither one of them really his own. "Wanted to try something different, I guess."

"But he'll be back, right?"

The hopeful look Henry was giving him was absolutely heart-wrenching. Peter did not want to say no outright to that look, so he tried to sugar-coat it. "I don't know."

Henry looked crestfallen. When adults said "I don't know" like that, it almost always meant "no". He sighed and returned to his packing activities with decidedly less enthusiasm than before.

May watched as Henry headed back into the house, then chuckled slightly. "You'll never guess who he wants to be," she told Peter, then melodramatically gestured into the air with a kind of "ta-da" wave. "Spiderman."

Peter was dumbfounded. Who would actually want that burden for themselves? "Why?"

"He knows a hero when he sees one," May said blithely as she picked up another packing box and set it on her staging table. "Too few characters out there flying around like that...saving old girls like me." She paused a bit to rein in her own emotions over her own superhero encounter just a month ago, then laughed it off. "And Lord knows, kids like Henry need heroes--courageous, self-sacrificing people, setting examples for us all."

Peter was confused. Aunt May hated Spiderman; she'd all but said so at his birthday party. Sure, she did say she'd been wrong about him when he'd rescued her, but she'd also taken offense to him taking partial credit for showing Ock a thing or two about toughness. Or had she? Had he been so caught up in his own mood of self-pity that he'd missed the dry sarcasm that too few people ever saw in May Parker's demeanor, himself included? He hadn't realized one chance encounter with a guy in red and blue neoprene could cause such a change in a person's attitude. But then, he'd been so focused on the bad parts of his life that he'd missed a lot of things happening around him over the past few years.

May returned to wrapping plates in newspaper and putting them carefully in a box. "Everybody loves a hero," she continued. "People line up for them, cheer them, scream their names, and years later they'll tell everybody how they stood for hours in the cold rain just to catch a glimpse of the one who..." Her voice broke again, and she tried to keep it under control. "...taught them to hold on just a moment longer."

Wow, he had made an impact on her. She kept going back to that day...that cold and windy day a month ago when he'd saved her life, just hours before everything fell apart in his own. He could still remember the sight of her dangling over the streets, hear the sound of his own voice desperately echoing off the walls, telling her he was coming, urging her to hold on...

And that was when it hit him. No, she didn't know, did she? There was no way for her to know, was there? She couldn't possibly have figured it out, could she? No, it wasn't possible; surely she would never be able to reconcile the disparate images of her poor little hapless and hopeless nephew and big, strong, heroic Spiderman...would she?

"I believe there's a hero in all of us," May said, giving him a sidelong glance as she continued to pack. "One who keeps us honest...gives us strength...makes us noble...and finally allows us to die with pride. Even though sometimes, to do the right thing, we have to have to be steady and give up the things we want the most...even our dreams."

Peter tried to still his expression, calm his pounding heart, but was finding it harder and harder to do. She knew. She had to know...it was the only way this entire speech made any sense at all...but how did she know? Guesswork? Good listening skills? Body language?

But then again, did it really matter that she knew? He wasn't Spiderman any more. He'd had great power and great responsibility and squandered them both, and now he was just another dumb hard-luck twenty-something fumbling his way through life in the big city...

...and feeling despair when people cried out for help he couldn't give them...

...and rushing into fires to save little children, disregarding the risks to his own safety...

The wildly conflicting emotions of the past few hours, combined with Aunt May's extraordinarily prescient words of wisdom, were threatening to send him into a complete tailspin. What was going on? He wasn't really a hero any more, was he? That part of his life was long gone now, wasn't it? But if it was, why were Aunt May's words causing a stirring inside him that he hadn't felt in a very long time?

May crossed the yard to Peter, meeting his gaze somewhat coyly, as if she didn't want to tip her own hand just yet. "Spiderman did that for Henry...and he wonders where he's gone." She gave Peter the same you don't want to disappoint your aunt May, now, do you? look she'd often given him as a child to get him to own up to his responsibilities in life. "He...needs him."

Despite his best efforts to keep his expression under control, Peter felt himself smiling. Again, a reminder that despite all the bad things that had happened over the past few years, the one part he enjoyed the most about all of it was the feeling of being wanted...and needed. Maybe it was time he did something about this habit he had of needlessly complicating everything...including his own life.

May smiled, then decided she'd done enough lecturing for one day; after all, it was almost noon, and these boxes weren't going to pack themselves while they all stood around and played "I've Got A Secret". "Now," she said, turning to move some boxes off some of the larger pieces of furniture in the yard, "can you lift that desk and put it in the garage for me? But don't strain yourself..."

Peter just shook his head and laughed. "O.K.," he answered as Aunt May headed back into the house to find yet another load of memories from her old life to be boxed up and carted away to her new one. He turned toward the desk…

…and found Stephen Cranston sitting on it.

"Comfy?" Peter asked sarcastically.

"Somewhat." Stephen gave him a thin smile. "Did you find absolution?"

"No."

"Did you find an answer?"

"Yes."

"And are you happy?"

"I don't know," Peter admitted.

"What do you want?"

"I don't know," Peter frowned.

Stephen hopped up from his seat. "Need some help?" he asked, nodding toward the desk.

Peter shrugged.

Stephen took that as a "yes" and lifted one end of the desk.

Peter took the other.

"So? What do you want?" Stephen asked again.

"I don't know," Peter replied testily. "Ask me again in another fifteen seconds."

"What would you need to help you figure it out?" Stephen prodded as he helped guide the desk toward the garage.

"Maybe a little less nagging," Peter snarked back.

"So what you're saying is you want me to leave you alone and let you figure it out on your own?"

"Yeah--is that so hard?"

"Let's find out." Stephen held up his hands.

It took Peter a second to realize that seeing Stephen's hands meant that the man was no longer holding up his end of the desk….meaning that Peter himself was the only one bearing the weight of a piece of furniture that used to have to straddle two floor joists to keep it from plunging into the cellar…

…and he was doing it without straining himself. Or even without shifting his grip, as if his fingers had sought out the surface imperfections to secure their hold on the object.

Peter just stared at Stephen for a moment, his mind racing a million miles an hour.

Stephen took hold of the other side of the desk and guided it into the corner of the garage, where they set it down. "Still not sure?" he asked in a deadpan tone.

Peter just stared at his hands as his entire concept of reality began spinning out of control once more.


Unlike the skyscraper-lined canyon-like streets in Manhattan, Queens was made up of a number of smaller, boxy low-rise buildings. It was here that a young high school senior named Peter Parker first explored his newly acquired arachnoid powers as he raced along the rooftops and leapt through the sky without a care in the world.

And now, it was here that he was intending to explore them again.

This was insane. There was no way any of this should be happening. There was no way that all of this was really just some kind of bizarre mental block. But there was no denying what had happened back there at Aunt May's house. No way to deny that he'd lifted a desk that had taken three deliverymen to position in the house originally. No way to deny that he could feel sensations rushing through him that he hadn't even realized he'd been longing to feel again. Now, he was finally beginning to understand what had really happened to him a month ago. He hadn't lost his powers at all. He'd instead lost his desire to have them, because they were so closely linked to a life that he'd grown to hate. Looking back over the events leading up to the night of his dramatic and literal fall from grace, he realized his powers had started "failing" when he'd been upset about missing MJ's play and seeing her with another man...then when he'd seen his idol Otto Octavius staggering back from one of Spider-Man's blows, before Peter had understood the depths of depravity Octavius had sunken into...and finally when he'd watched MJ slip away from him seemingly for good, a moment that had filled him with such hatred and loathing for the life he'd been living that, as a means of self-preservation, part of his subconscious simply shut down any ability to actively use those things he associated with his hated double life.

It all made such sense now, and also explained why the things he was sure would happen to him if he'd gone through a complete power loss hadn't occurred. He'd "lost his spider-strength", but all the super-dense muscles, rock-hard bones, and unbelievably loose and flexible joints that the original mutation had produced were still there, and he even still had the fast recovery capabilities that allowed him to survive multi-story falls when his equilibrium was gone and get up and walk away from paramedics after cooking his lungs with smoke and heat. He'd "lost his good vision", but he'd noticed on more than one occasion that he could actually see better in the early morning before he was fully awake, which he now realized meant that his vision weakness was brought on by some weird subconscious desire to invoke his past life rather than any actual physical ailment. He'd "lost his speed", "lost his spider-sense", and "lost his spidery touch", but he'd moved pretty darn fast through that fiery apartment building, ducked and dodged falling debris and still managed to locate the child, and even pulled himself back up onto the collapsing landing when there was nothing he could possibly have grasped normally to use for leverage because his strong self-preservation instincts, ironically the same ones that had shut down his powers in the first place, had kicked in to save him from certain death in that inferno. He hadn't really lost anything at all except his desire to actually be Spider-Man. Now he just had to find it again.

Which was why he'd come up here. Maybe starting over from square one, or as close to square one as he could get, would help him work past this extreme mental block he'd created inside himself.

He paced around the roof for a while, trying to gather his nerve, thinking back through every psychology textbook he'd ever read, finally coming up with a way to wrap his mind around what he would need to do in order to accomplish this goal. He kept walking back and forth across the length of the roof in order to get a feel for the distance he'd have to traverse, something he'd once been able to do with just a sweep of his gaze--it was both amazing and frustrating to him how rusty he'd become after a month away from doing this. Then, after a half-hour of pacing and measuring and thinking and overcomplicating, he realized it was time to stop thinking about all of this and just do it.

"Strong focus on what I want," he said aloud as a reminder to his psyche. Then he turned around, took a deep breath, fixed his gaze on his destination--the roof of the building across the way--and started running.

For a moment, he was sure it wasn't working. He didn't feel any different than he had for the past month, and he sure didn't feel anything resembling spider-speed kicking in. Stop over-thinking this, he chided himself. Keep going...don't lose focus...

And then he felt it. The sensation of the air rushing by his face as his velocity increased...the sensation of the powerful muscles in his legs as each step impacted the roof slightly stronger...the sensation of the shock absorbers in his joints as each step felt lighter and lighter...

As he neared the edge of the roof, he swung his arms behind him, gave a slight hop, and leapt into the air.

The rush of adrenaline pouring through him as he began soaring across the gap was tremendous. "Woo-Hoo!" he shouted joyously as he felt himself practically flying. "I'm back! I'm back!"

Then suddenly he realized that he'd grossly miscalculated the arc of his flight path, and instead of reaching the slightly taller rooftop ahead of him, he was going to come up about eight feet short.

"Oh, no..." He frantically grasped at the air, trying to extend himself just a little more to catch the building, maybe brush the wall and hope his spidery touch would kick in again...

But his reach was still too short, and now he was in freefall. He screamed in terror, flailing about madly, finally catching a clothesline in the hopes of stopping his descent.

The line broke free from its wall mount, and now he was swinging in freefall on an arc that was definitely not going to clear anything.

He smashed face first into the opposite wall, lost his grip on the clothesline, dropped another two stories through the air before crashing back first into the trunk of a parked car, and finally landed in a prostrate heap on the pavement.

Ow. Ow. Ow. Well, at least he was still alive after all that. He wished his body didn't feel a need to give him this strong a demonstration of the concept of pain-equals-survival, though. "My back...," he moaned as he struggled to stay conscious, feeling every muscle and bone in his back practically screaming in protest as he tried to get his legs under himself to stand up once more. "My back..."

It took a while for him to finally push past the pain enough to gather his strength, pick himself and his badly-broken glasses up off the pavement, and stagger back down the alley. He put a hand on a blue car near the end of the alley to catch his balance.

Its car alarm went off.

Peter groaned. He was definitely going to have to try some other method of finding the strong focus he needed that wouldn't be quite so dangerous to his health.


Across town, in her Manhattan apartment, Mary Jane Watson was having trouble finding her own focus.

MJ and her fiance John Jameson were spending the afternoon together as they'd often done over the past few weeks, ostensibly to finalize wedding plans. But as usual, it was MJ doing all the work while John reclined on her couch and napped. Why he needed to nap was beyond her; it wasn't like he spent his nights on stage or leaping around the city skyline or anything else for that matter--get Peter out of your head! she told herself--but yet again, as she sorted through RSVPs, he was sprawled out, alternating between sleeping through the work and just looking on while she figured out who was coming to this no-longer-intimate ceremony and what side of the church they'd be sitting on and whether there'd actually be any room to put them there. The fact that John was such a laid-back kind of guy was part of what had attracted MJ to him in the first place--they'd met at the Moondance Cafe years ago when he'd invited the newly-fired waitress to sit down at his table and share a cup of coffee with him as a way of thumbing her nose at her overbearing boss, and she'd happily accepted--but sometimes it was aggravating that John's only focuses in life seemed to be training for his next space flight and crash-landing on a couch after the training was over.

Then, just as that thought began to build momentum, she angrily dismissed it. John was always good to her, made good money as an astronaut--as evidenced by the huge diamond ring he'd bought for her--and genuinely seemed to love her. He was always there for her, unlike a lot of people in her life. She needed to stop complaining and just allow herself to be happy.

A knock on the door roused him. "Who is it?" he called.

"Sarah Branson," a ditzy-sounding voice answered.

MJ closed her eyes and answered the door.

Sarah breezed in and went straight to John. "Hi."

"Hi," he said, sounding confused and looking at MJ as if to ask who is this?

"So you're an astronaut? That's nice. See, I think it's great that people want to work in space, but to do what you do, train day after day after day after day for a mission that might or might not happen, knowing all the while that just hitting the wrong button could kill you, and knowing that you're floating around out of control and could hit any button on the wall with your toe or your back or your head--I couldn't do that." She increased the ditzy smile.

John stared at this completely insane woman babbling before him, then looked past her to MJ.

MJ got the hint and pulled Sarah into the next room. "Come on, you, let's go make girl talk."

John was still staring blankly as they disappeared behind the closed door.


"Why do you do that?" MJ asked incredulously.

"Do what? The ditz act?" Sarah shrugged. "It's camouflage. You'd be surprised what people reveal when they think you're too dumb to understand…and speaking of dumb things, what the Hell are you doing marrying John Jameson on the rebound?"

"So I take it the small talk is over?"

"Yes."

MJ rolled her eyes. Not this again. She'd heard this enough from practically everybody else in her life, and she was getting tired of having to make up an answer. At least this time, she could tell the truth. "I've gotten a better offer. Peter won't let me into his other life, and won't show up as himself any other time. What does that leave me with?"

"But do you love John?"

"Yes."

"As much as you love Peter?"

MJ dodged the question. "Sarah, sometimes love isn't enough to make it work, and you'll just make yourself sick trying."

"Peter gave Spiderman up. He did it because he wanted a life with you."

"Sarah, we both know he can't give it up. Not now, not ever. He's been doing it too long. He can try, but that sense of responsibility will drag him back in."

"Except his powers are on the fritz."

"What?"

"If you'd bothered to talk to any of us over the past few weeks, this wouldn't exactly be news. Peter's powers are giving up on him, because something in his head is trying to give him a way out by blocking his abilities."

MJ stared. "You know, Sarah, this really isn't helping."

"I know, and I'm sorry, but if Peter can leave it alone, and can show up for dinner, then you've got what you wanted, and if Peter decides to give up his powers completely, then there'll be no more conflict."

MJ stared once more. "Why did I never realize you were this confusingly ditzy before?"

"Like I said, you'd be surprised how far ditziness will take you. So, how's that other offer looking now?"

MJ wandered back to the living room.


John was still reclined on the couch, but was now craning his neck to look at the cast aside pages from the guest list. "What did you say your name was?" he asked the brunette trailing behind his lady love.

"Sarah Branson," Sarah answered.

"And she was just leaving," MJ interrupted, trying to steer her toward the door.

"I was?" Sarah asked.

John studied the list for a moment. "Hon, she's on the guest list, but it looks like you never sent out her invitation. And you missed a couple of others--Stephen Cranston, Victor Cranston, May Parker…and hey, your pal Peter Parker, too."

"You didn't invite us?" Sarah asked MJ, looking hurt.

"You should be going," MJ said in an annoyed tone, gesturing with her head toward the door.

"Why?" Sarah asked. "You can tell me all about your better offer…I mean, better half."

"What is she talking about?" John asked.

MJ started to answer, but found that her mind kept drifting back to Sarah's revelation. Peter had given up being Spiderman? He'd given it up? All of it? Even the parts that were lots of fun…

John looked at her. "Hon…?"

She went over to the couch. "Lean your head back."

John looked slightly confused. "Lean back?"

MJ moved beside the couch and positioned a pillow on the arm of the sofa, then gave it a pat. "Right here."

He shrugged, then settled back on the sofa and put his head on the pillow. "Like this?"

She patted the top of the pillow. "Come back a little further."

"O.K." He shifted positions again, then rested his head on the arm of the chair, looking eye-to-upside-down-eye with his fiancee. Wow, she looked beautiful even from this angle.

MJ pushed her hair behind her ears, then leaned in to see if an upside-down kiss was still an upside-down kiss.

Their lips met, and John felt as if every cell in his body had burst into flame. This was the most incredible sensation he'd ever felt. Like a lot of astronauts, John had made the jokes about "joining the zero-g club" or sneaking a girl onboard a flight to see how different certain things would be in space. Well, this was probably the closest he'd ever come to finding out, because kissing MJ upside down was the best time he'd ever had kissing anyone, and he never wanted to it to stop...

...but stop it did, and now MJ's fingers were resting lightly on John's neck. Good thing, too, because John felt like he was about to go into orbit without rocket assistance any second now. "Whoa," he whispered in the understated reaction of the year. "I'm back on the moon." Oh, boy. That was amazing. Incredible. Spectacular. The most sensual experience he'd ever had.

So why weren't MJ's fingers doing anything but just resting in place?

He tilted his head back to look at her...and noticed her gazing off into space instead of into his eyes. "You up there with me?" he prompted.

MJ stood. "Yeah. Excuse me, there's something I have to do." She grabbed her jacket, and headed out, leaving a worried John Jameson with Sarah…

…who hid her I-told-you-so triumph behind the big, ditzy smile she gave him. "So," she trilled. "How do you go to the bathroom in space?"


An hour later, MJ was sitting at a table for two in a deli in midtown, nervously fidgeting with her hair, staring out the window and wondering just what in the Hell she about to get herself into. Every intellectual thought in her head was chiding her about this, demanding to know what she thought she was doing, telling her to let sleeping dogs lie, to forget the past, to forget about Peter Parker and just move on.

But she couldn't. Which was why she was here.

"Hey."

MJ looked up at the sound of the familiar voice.

Peter was making his way through the maze of tables and chairs on his way to her table. He looked a little more rumpled and disheveled since the last time she'd seen him--and it looked like he'd broken his glasses again, just like he used to do all the time as a kid, since one lens had a nasty scrape on it and one of the temples had been secured with white adhesive tape that stood out like a sore thumb against the black plastic frames--but at least he'd come. She glanced at her watch.

It was five minutes to two. He was five minutes early. Maybe this was a sign. "Surprised?" she asked.

"Very," he admitted, finally reaching her table.

She gestured at the chair across from her. "You came," she said happily. "I didn't know if you would."

Peter tried to look more nonchalant than he felt. He'd fight a supervillain to the death for her--if he could ever find his powers again, that is--but coming across as too eager in this situation might not be a good thing. For all he knew, she'd called him here to finish the tongue-lashing she'd started two encounters ago. And she was getting married tomorrow, after all, as much as it pained him to remember that. But she had called him, not the other way around, so maybe this was a sign. "I got your message," he said, taking a seat at the table. "You said you needed to see me...is everything O.K.?"

"Yeah, it's fine." Oh, boy. Why did this feel like the hardest audition she'd ever gone on? She tried to calm her nerves. "It's kind of funny...I'm not really sure where to begin," she confessed, then took a deep breath and folded her hands neatly on the table. "You know how our minds can play tricks on us sometimes."

Yeah, he'd had a rather dramatic object lesson in that very thing over the past month. "Tell me about it," he replied with a slight chuckle.

Oh, good, he didn't think that was the dumbest opening line ever. Maybe he wouldn't laugh her out of the room after hearing the next one. "Well...some part of me heard what you were saying the other night, as much as I didn't want to admit it...and I...well, I was afraid to trust you again, but I couldn't stop thinking about what you'd said and..."

Oh, no. Peter could not believe that just when he'd finally thought he could learn to peacefully co-exist with the admittedly awful hand life had dealt him, once again he'd been made to realize that his existence was still governed by some immutable constants in life...death, taxes, Mary Jane Watson's incredible beauty, and his perpetually rotten luck. Not now, he mentally pleaded. Oh, God, please, not now. I swear I must be cursed... "Wait a second," he interrupted. "There's something else I need to say."

MJ looked at him. His demeanor had visibly changed. He'd actually transformed right before her eyes from the confident and annoyingly persistent lovesick man she'd last seen back into the secretive, scared mystery man she'd been absolutely furious with on the night of her engagement. What the Hell...?

Peter could see her confusion and it made him angry with himself for once more making her feel this way. He couldn't believe he was about to cast aside her affection for him yet again, even if it was the right thing to do, but he had no choice, because it was the right thing to do, and he had to be steady and remember that. "When I said all that to you...I really thought things had changed, that I could really let it go, but recently, I've begun to notice…"

And then his voice trailed off as he saw MJ's hand suddenly grasp a butter knife with a death grip.

MJ was floored. She was going to kill him. If Sarah was right about Peter's powers then maybe she could do it with a butter knife. It wouldn't be that hard, and she could go marry John without problems. Yes. She was going to kill him. He'd be dead and she'd be happy.


"They're getting married tomorrow," Victor noted, showing Stephen the Bugle's social pages as the two of them sipped tea in Victor's study. "Have you set up a suicide watch on Peter yet?"

"As if it would work," Stephen frowned.

"It might if he still thinks he has no powers."

"Well…actually…"

Victor could already feel a headache coming on. "No…don't tell me…"

"I can't be sure, but I think he's coming around. We had an…interesting encounter at his aunt's house."

"And I wasn't invited?" Sarah said, breezing into the study, trailed by an exasperated Andrew.

"I'm sorry, sir," Andrew began.

"Yes, I know, Andrew," Victor answered. "None of us can keep her under control these days." He gave Stephen a glare.

Stephen shrugged. "Andrew, can you please bring a tea service for Miss Branson?"

Andrew wanted to argue, but it was not his place. He retreated from the room and left the three of them alone.

"So," Victor said. "Is there a reason you're driving my majordomo to distraction, or are you just doing this for fun?"

"I actually came here to talk to you guys about Peter and MJ," she said.

"Yes, we were just discussing that," Stephen noted.

"See, I knew you two were together. I couldn't see you, but no sooner had I crossed into Turtle Bay when I got this impression of the two of you sitting here wasting time trying to figure out what to do about this whole out-of-control situation instead of actually doing something about it."

"Which would imply that you…have done something?" Stephen asked, the color draining out of his face.

"Well, somebody had to. I told MJ that Peter was serious, and that she still loved him, and she'd be happier with him than with John, and that he didn't have any powers any more to cause any more interruptions, and the next thing I knew, she was racing out the door to go find Peter…"

"ARGH!" Stephen roared, then raced out of the room.

Sarah looked at Victor. "Did I miss something?"

Victor rolled his eyes. "Peter has discovered that his powers may not be as failed as he first thought…"

And Sarah was out the door after Stephen.


Idiot! Fool! Dolt! Peter screamed at himself as MJ looked from the bread knife to his jugular. You've done it again! She's furious at you…she is going to kill you with that butter knife…

And then he realized why he knew that. Wait…she's not going to kill me…but…my spider-sense is still going off full-bore…whoa!

Without giving it even a moment's thought, he sprang out of his chair and dove across the table, grabbing MJ around the waist as he did.

A split second later, a car smashed through the front window of the deli and took out the table where they'd been sitting.

Peter and MJ crashed to the floor, and on pure reflex he pushed their bodies apart, held her down as flat as she would go, and turned his head to the side just enough to avoid being decapitated by the flying car's rear tire as it passed just an inch over the top of their prone forms.

A very long second later, the cacophony of shattering glass and creaking metal came to a stop. Peter helped MJ to her feet, and they both looked behind them.

The car that had almost taken them out was now mostly resting on its roof and angled slightly against the far wall.

From the angle of the car's final position and the angle of its entry, Peter realized with horror that this was not a person who'd mistaken the gas for the brake or missed a curve. This car had been somehow picked up and thrown through that window, and it had been thrown at them. But how...?

Then a hard thud shook the room. And Peter had his answer.

#thud#

People were running in the streets now, screaming in horror.

#thud#

"Peter, what's happening?" MJ asked, frightened.

#thud#

Peter's eyes widened. Oh, my God...

A second later, Doctor Octopus stepped into the deli, smiling menacingly, looking more deranged than Peter had ever seen him. "Peter Parker," Ock said, sounding as pleased as if he'd found the Holy Grail. Then he gave MJ an even crueler smile as something the boy had said a mere month ago finally made sense. "And the girlfriend."

Instinctively, Peter pushed MJ behind him and moved a step forward. "What do you want?" he said, feeling his anger rising that once more an enemy had sought out both his alter ego and his lady love.

Ock raised an eyebrow. He'd been right--this was Parker's love that he'd paled at discussing all those weeks ago. Good. He'd just gained yet another bargaining chip in his quest for his precious tritium. He gestured with his eyes at the boy.

One of the tentacles obligingly shot across the room, grabbed Peter by the neck, and dragged him over to the creator.

Peter struggled against the tentacle, but to no avail...even if he'd had strength, he was once more off the ground and devoid of any leverage against which he could apply any force to use it. He kicked his feet, trying to shake himself loose.

"I want you to find your friend Spiderman," Ock ordered, pulling him closer to his face. "Tell him to meet me at the West Side clock tower at three o'clock."

Spiderman? What the Hell did Ock want with Spiderman? Why would Ock even think that he, of all people, would know where to find him? Didn't he read the papers? "But I don't know where he is," Peter said in a choked voice.

Ock pulled off his mirrored lenses so he could look the boy in the eye and show him how dire the situation really was. "Find him...," he said coldly, then indicated MJ with his eyes.

Two of the tentacles flowed like snakes across the floor and effectively surrounded MJ, cutting off any escape route she might have even thought about taking.

"...or I'll peel the flesh off her bones," Ock finished, snapping the pincers of the remaining tentacle to punctuate his point.

Peter felt his anger rising once more. "If you lay one finger on her..."

"You'll do what?" Ock taunted.

That was it. Leverage or no leverage, strength or no strength, he was going to get out of this overgrown salad spoon's grip and tear this bastard limb from limb. He tried to slip his fingers inside the pincers to get a better grip on them...


"This is all your fault, you know," Stephen told Sarah as they careened across town in the cab.

"It is not!" Sarah asserted. "You were gossiping with your uncle when you should have been gossiping with me!"

"I don't gossip!"

"Like Hell you don't. You've been telling me all about this whole sordid mess for almost a month now. "

"I also told you not to interfere."

"If I remember correctly, I told you the same thing, not that it apparently did any good for either of us."

"What do you mean by that?"

"Want to explain why you went to Queens yesterday afternoon?"

Stephen glared at her. "What, are you spying on me again?"

"Not exactly. But I know you went there. I try to figure out where you are at all times as a way of exercising the kinks out of my brain. So, you want to come up with a semi-believable cover story, or are you going to tell me what you and May Parker talked about?"

"At least I wasn't actively trying to break up somebody's engagement…" And then he noticed his ring flashing. He seethed for a moment, then pulled out his cell phone and dialled. "Report."


Ock decided he was tired of toying with Peter and tossed him aside, crashing him into a wall.

The force of the impact shook the already-weakened structure, and debris from the floor above toppled down onto Peter and buried him in several inches of rubble.

MJ gasped and started to scream.

Then she saw the menace in Ock's eyes and the sinister smile on his face. And this time, she did scream.

One of the tentacles scooped her up and held on tight as the other three carried them both out of the deli, across the street, up a wall, and away from the scene.

People ran out of what was left of the deli, screaming for help, dialing cell phones, frantically trying to escape the madness...

...and missing completely the escape of something else.

With a surge of strength he hadn't felt in weeks, Peter burst out of the rubble and leapt free of the debris. He ran out into the street, trying to figure out where Ock had gone...

...and realized he couldn't see a thing.

On a hunch, he reached up and pulled off his glasses...

...and the view became clear.

He raised his glasses again just to make certain his mind wasn't playing yet another trick on him...

...and everything went blurry.

He lowered them...

...and everything came into focus. Strong, clear focus.

Peter dropped his glasses to the ground, not caring that the lenses were now shattered beyond repair, because he'd never need them again. Now he had focus. Strong, clear focus.

The cab screamed to a stop in front of him an instant later. Stephen--Shadow-garbed except for the hat and scarf--stuck his head out the window. "Get in!"

Peter jumped into the cab seat next to him. "Sarah?" he asked the woman in the front seat.

Sarah had her eyes closed and was trying frantically to find any impressions of her abducted friend anywhere nearby, but was coming up blank. "I had her for a second, but he's just way too fast. I'm sorry."

Stephen turned to Peter. "Do you have any idea which way he's gone?"

Peter looked evenly at his partner…and then realized what he'd just mentally called Stephen. "Ask me again."

It took Stephen a second to figure out what Peter was asking. "Peter Parker…what do you want?"

"I want to be able to look at the people around me and know that I've done right by them."

"But…what do you want?"

"I want to watch the news without guilt."

Firmer now. "What do you want?"

"I want to protect the people I care about."

"What do you want?"

"I want to hunt down Octavius and strangle him with his own arms, take MJ back from him, and keep her safe forever!" Peter declared.

"Can you do that?" Stephen asked him.

Peter's jaw set firmly. "Spiderman can."

Stephen popped open a drawer under the seat and produced the pair of webshooters he'd rescued from the trash a month ago.

Peter took them back from Stephen, then turned his attention to Moe. "Let's go get the rest of it."

A shadowy laugh of triumph trailed the cab as it sped away.


J. Jonah Jameson stared out the window, occasionally looking at his wall before returning his gaze back out the window, as if he were desperately hoping to see something, anything, that might take away the pain and guilt he felt in the depths of his soul.

Robbie Robertson hung up his cell phone and came into Jameson's office, shaking his head in dismay. "Still no word on the whereabouts of your son's fiancee, Jonah," he announced.

Jameson knew that was what Robbie was going to tell him. Moments ago, Betty had insisted he had to take a call immediately and handed the phone to him to force him to obey, and as he listened to the receiver, the TV in his office had showed the mass carnage in midtown and confirmed what his son was frantically telling him--Doctor Octopus had destroyed a deli, killed at least two people whose bodies they'd been able to find in the rubble, and kidnapped John's fiancee. Jameson had ordered everybody in the office on every available phone ever since, calling in every favor they had, every policeman they knew, every news chopper in town to search the skies for the metal-armed menace, but to no avail. Doctor Octopus was long gone, and John's fiancee was gone with him. And there was no one who could have stopped him...not any more. "It's all my fault," Jameson said, his voice full of emotion. "I'm responsible." He took a puff from his cigar to keep himself from breaking down. "I drove Spiderman away."

"He's the only one who could have stopped Octavius," Hoffman observed, coming into the room behind Robbie.

Thank you, Mr. Exposition. But even as Jameson thought that sarcastic retort, he realized Hoffman was right...Spiderman was the only one who could have stopped Ock. And Jameson had been so proud to be rid of him, to have his costume tacked up in his office like some sort of macabre trophy. He looked up at the lifeless pieces of neoprene mounted on the wall behind his desk.

The white-silver eyes of the mask seemed to be glaring down at him mockingly.

"Yes," Jameson sighed. "Spiderman was a hero. I was too blind to see it. And now it's too late." He turned to look his two staff editors in the eye, as painful as it was to do so. "He was..."

There was a strange sound, like a big blob of hand lotion squirting out of a tube, and then a rush of wind. Jameson whipped around...

...and found his trophy was gone, replaced by a wheel-shaped spider web across the wall.

"...a thief!" Jameson shouted angrily, grabbing the piece of paper that was stuck to the web's center, a familiarly taunting note that read "Courtesy, your friendly neighborhood Spiderman". "A public menace! A criminal! He stole my suit!"

Neither Robbie nor Hoffman made any effort whatsoever to conceal the smiles spreading across their faces.

"I want that wall-crawling arachnid prosecuted!" Jameson bellowed, infuriated that once more he'd been shown up by that masked menace. "I want him strung up by his webs!" He looked up at the skylight that his visitor had left open as a metaphorical thumbing of the nose and shook his fist at it. "I want Spiderman!"


Moments later, The Daily Bugle confirmed in print what many Manhattanites had already seen by taking a look overhead...

He's Back!


It felt good to be back.

Under normal circumstances--or whatever passed for normal in his life--Peter would be relieved to be safely ensconced behind Spiderman's mask once more and swinging high over Manhattan. It really didn't seem to matter how bad things were in Peter Parker's life, Spiderman was always able to soar above it, to move forward, to be steady and do the right thing. Until a month ago, when all of that changed and his brain engaged some kind of mental block to allow Peter's fried psyche a chance to regain its footing in life once more. He'd loved being able to live an ordinary life at first, then slowly but surely realized that an ordinary life just wasn't possible when you yourself were anything but ordinary, even when some part of you really wanted to pretend otherwise. It had taken a while, but he'd finally understood that what he'd lost wasn't his powers, but his drive, and that was what he needed to find again in order to regain some measure of control over his own destiny.

Well, he'd found it. He just wished it hadn't been because MJ had been kidnapped by an insane supervillain again. But Aunt May had always told him that when life hands you lemons, make lemonade. And when it hands you octopi, he supposed that meant he should make polpetti nell'aceto. Which was pretty much what he intended to do once he got his hands on that metal-armed maniac. Ock wanted Spiderman, he was going to get Spiderman...all 160 hard-muscled pounds of tanned, rested, and really pissed-off Spiderman.

He aimed his web swings for the West Side clock tower, as it was now just minutes until three. This was one engagement he couldn't afford to be late for.

A glint of sunlight off Ock's mirrored shades told Spiderman that his opponent was waiting for him just as he'd promised. Unfortunately, there was no sign of MJ nearby. All the more reason to spend more than a little time waling away on the son-of-a-bitch before he tore those annoying oversized dryer vents off one by one. Idol or not, mentor or not, the only thing that mattered right now to both Spiderman and Peter Parker was safely rescuing Mary Jane Watson, and if it meant he had to inflict some serious pain on her attacker, well, them's the breaks.

As Ock climbed up the clock face toward the building's peak, Spiderman swooped in and made a pinpoint landing on the side of the tower's spire. "Where is she?" he demanded angrily.

"Oh, she'll be just fine," Ock replied, smiling cruelly and beckoning Spiderman to come closer. "Let's talk."

Let's not and say we did. Spiderman dove off the spire and straight down onto Ock.


On a rooftop a street away, The Shadow aimed his hunting rifle again, searching through the telescopic sight. Spiderman had pounced, driving Octavius back with a full tackle. His tentacles had reacted instantly. Independent reflexes. The Shadow noted. Independent control. Not good. The Shadow drew a bead on Octavius' head, but hesitated. He had to know where Ock's hostage was first.

Spiderman had tackled Ock and punched him low in the gut. A tentacle had turned inward and caught him by the shoulder, tossing him with force down at the ground.

The Shadow followed with the telescopic sight, seeing Spiderman recover and fire webs up at Ock, knocking him back against the tower, with his tentacles grabbing the clock hands to steady himself. The two lower tentacles had grasped the tower, and the other two ripped the huge iron hand, breaking it off and hurling it down with perfect aim. The Shadow shifted the gun sight and blasted the metal arm just as he released, giving Spidey the room to dodge.

Spiderman shot one web into the underside of the roof with his left webshooter, then another onto the falling beam with his right one. Wrapping the webbing around each hand, he used the left web to stop his momentum and provide just enough leverage for him to use the right-hand webbing to fire the metal minute hand back up at Ock like a gigantic arrow.

The minute hand's point drove into the top of the tower at an angle and pinned Ock against the roof. Enraged, Ock made the tentacles pull the oversized spear out, snap it in two like a twig, and hurl the pieces straight down once more at Spiderman, who was rapidly ascending upward on the web's elastic reaction.

Spiderman contorted his body to kick both pieces aside harmlessly, then let go of his slingshot web and shot two more web lines right at Ock.

Both shots impacted Ock right in the center of the chest. The tentacles pulled at the webbing as hard as they could. The other two tentacles grabbed the iron framework for balance.

The Shadow fired again, blasting the tentacles' grips on the building.

Thanks for the assist, Spiderman thought as he swung back toward the building, then pushed off it with his feet, wrapped the webbing around both fists, and yanked down hard, sending both hero and villain straight down.


The Shadow tracked them both with the viewfinder, till they fell onto a speeding train, out of his sight, quickly sweeping them around a bend.

Dammit. The Shadow snatched up his bag and ran for the edge of the roof.


The passengers inside the train screamed as the train jolted hard and the roof dented inward for nearly three car lengths. What the Hell was going on? Earthquake? Bomb? Giant multi-armed monster?

Both Spiderman and Doc Ock tumbled head over heels down the length of the train, rolling helplessly along, unable to get their balance and their appendages under them to stop their momentum.

Ock finally managed to clamp a tentacle onto the leading edge of one of the cars and felt himself jerk to a stop.

Spiderman slapped his left hand against the roof of the same car and caught his balance in a long, lean, stretched out asana, stopping half a car-length away from his opponent.

For a moment, both combatants looked as if they were bowing to one another in some bizarre martial arts ritual, or maybe even an elaborate dance.

Then they launched their attacks against each other once more.

For two men of completely different sizes with completely different skill and weaponry--Spiderman's lithe, inhumanly muscled body, hair-trigger webshooters, and insanely-fast reflexes; Ock's middle-aged professor build with deadly lethal mechanical implements that could think for themselves and act accordingly as well as respond to their creator's every mental command--their battle was more or less a stalemate. For every slicing pinch of the tentacles Ock got in, Spiderman got in at least one punch or kick more; for every web shot or rapid darting move Spiderman could pull off, Ock could retaliate with just as many ruthlessly efficient slicing attacks from the arms. Every time Ock tossed Spiderman aside, Spiderman would manage to contort his body to pass under a low-hanging bridge or dive through the latticework on a pedestrian overpass and land right back in the thick of things. Every time Spiderman thought he'd managed to get out of Ock's sight range, one of those damned tentacles and their all-seeing eyes would spot him and warn Ock of the incoming attack, and the advantage would be gone. Their mini-war raged virtually non-stop atop the train, on the sides of the train, inside the train, and at one point one of the tentacles even ducked under the train to sneak a peek at where Spiderman had managed to get to this time.

Ock finally managed to catch Spiderman in mid transition and fling him off the train to the ground below.

In an insane move that even a video game designer couldn't have dreamed up, Spiderman hit the ground, shot a web into the rear train car, butt-luged along the street between cabs and other vehicles for a second before catching another web on another wall, then used the train's momentum and the other line's elasticity to pull him up into the air, where he took off web-slinging in hot pursuit of the train.

Infuriated, Ock ordered two tentacles to smash out windows to the train car and grab two passengers, then threw them one at a time at Spiderman.

Incredibly, Spiderman caught them both by swinging under them to stop them from falling, tossing them into the air, and spinning a wheel web across a gap to provide them a safe landing platform, and he was still staying in hot pursuit of the train.

Ock spotted the commuter platform ahead and knew the train would soon have to slow down, and that would be it...unless he could get to the front of the car...

Spiderman suddenly realized what Ock was trying to do, and the race was on.

Thanks to his very large head-start, Ock got there first and celebrated his victory by smashing out the operator's window with a tentacle, grabbing the acceleration handle, and shoving it forward as hard as he could.

The train sped up, past 60 miles per hour...80...100...

The tentacle twisted the handle and broke it off, leaving the accelerator stuck in its maximum position.

As Spiderman leapt onto the speeding locomotive, Ock tossed the broken handle to him. "You have a train to catch," he taunted the wall-crawler before giving him a mock salute and leaping off the train, letting the tentacles carry him away.

Spiderman swore mentally. Once more, he'd been given an impossible choice--the lives of the many, or the life of his one true love. And as horrible as the memories that the situation invoked were, he realized that this time, there really was no choice--this was a packed commuter train, and probably a hundred or more lives depended on him putting a stop to this madness. Besides, Ock clearly wanted Spiderman, not MJ or the train passengers; if they all survived, he had no doubt Ock would be coming back for him, and he could then tend to finding Mary Jane.

Right now, though, he had a train to catch. He raced to the front of the train and looked into the operator's booth.

The operator was trying to pull what was left of the acceleration lever back, but to no avail. "It's stuck!" he cried out. "I can't stop it!"

The overloaded gauges burst into sparks, touching off fires throughout the operator's booth, and everybody drew back--even Spiderman, whose eyepieces got cracked and scorched in the mini-explosions. He settled back atop the train and yanked the mask off so he could see again.

A second later, he would wish he couldn't see. Because his spider-sense had surged ahead on the route and found the end of the tracks--with only a spring bumper barrier and a car's length of extra track separating the end of the line from a 15-story dropoff. A dropoff that was coming up awfully fast...

Peter crawled down onto the front of the train and flipped himself right-side up, coming to rest on the step below the train's front emergency door, just above the coupling.

"Oh, my God--it's Spiderman!" one of the passengers realized as they spotted the young man's familiar-looking red-and-blue costume.

A murmur went up through the car, instantly transforming fear into hope.

Peter lightly tossed the mask inside one of the many broken windows of the car for later retrieval--it was more-or-less useless in its current condition, and right now he needed every bit of clear focus he could get and every inch of real estate on his hands and feet if he was going to pull this off. "Tell everybody to hang on!" he shouted over his shoulder.

"Brace yourselves!" the conductor called out.

As the order filtered back, Peter took a deep breath, then dropped down onto the tracks themselves to try and stop the train with the sheer force of dragging his feet. This normally worked with a speeding semi, and he had once stopped a subway car like this, too, but neither of those were as big or going as fast as this train. The force of the train's speed combined with the denseness in Peter's limbs was too much for the railroad ties to take, and they shattered like twigs under Peter's heels. But the train never slowed down.

O.K., this clearly isn't working... Peter sprang back onto the front of the train car and rubbed his aching knee, trying to figure out what to do next, because the end of the line was still coming up awfully fast...

"Any more bright ideas?" the conductor asked sarcastically.

Peter gave the guy an annoyed glare. "I've got a few, yeah!" Then he returned his attention to the front of the train. Well, Parker...any more bright ideas?

Then he thought of one. He shot one web out of his right wrist onto a nearby wall, then another out of his left. He grabbed the lines and held tightly.

The speed of the train nearly pulled his arms out of their sockets as the webbing went taut. He kept his grip as he felt the train starting to slow down a bit...

...and that was when he heard the disheartening snap of concrete facades tearing away from their walls. The webbing was far stronger than the brickwork, but the speeding train was stronger than both of them, and now without the tension on his arms, Peter lost his balance.

Everyone in the front of the train screamed as he pitched forward.

In a last-second desperation move, he rotated his feet slightly to change his toehooks' grip on the emergency step where he'd been standing.

The grip change worked, and he was able to regain his balance and pull himself back up. But he'd lost valuable time, because now the end of the line was coming up way too fast.

Think, stupid, think, he chided himself. Physics 101--momentum equals mass times velocity. Can't change the mass of this thing, so I've somehow got to apply enough opposing force to get the speed down to zero...

And then the answer came to him.

Dr. Conners would be proud of the way his "brilliant but lazy" student applied basic physics principles to the dire situation he'd found himself in. Two webs couldn't stop the train before the brickwork tore because there wasn't enough distribution of force between the two points. So Peter started firing webs as fast as he could fire them, faster than he'd ever even tried firing before, snagging wall after wall after wall after wall, creating as many points of resistance as he could. Then he wrapped every strand around his fists and pulled tightly, trying to contract every muscle in his body toward the center of his chest.

"We're slowing down!" one of the passengers realized.

The train pulled hard against the webs, and the entire front of the car bent inward from the massive tensile strength of the steel-cable-like webs being stretched across its structure.

Peter was gritting his teeth, trying to concentrate all his energy on holding onto those lines, but the pain was excruciating. He let out a primal roar as he kept pulling the webs in toward him. The tension on his own body was so immense that the suit was splitting across the shoulders, pecs, and biceps as those particular muscles bulged with contracting fibers in ways that they'd never done before.

One web strand broke, tearing brickwork away as it did.

Then another.

Then another.

But enough of them were still holding to continue to slow the train, though not nearly as fast as Peter needed them to...the oncoming barrier was now just inches away from him, and he realized with horror that they were not going to be able to stop in time without a lot of help. He concentrated every last bit of physical energy he had inside himself into pulling those web lines inward, trying to create a giant slingshot to stop the train from tumbling into the abyss.

The train hit the barrier, but at a speed barely over 5 miles per hour...hard enough to trigger the train's anti-collision systems to shut off all power to the engine and engage emergency brakes.

The front wheels in the front car slid forward and off the end of the tracks, but that was all. The rest of the train was being held back by the slingshot webbing and the sheer raw strength of the man gripping each end of the thick web ropes.

"We've stopped!" someone whispered. "He did it!"

Peter didn't move until he felt the train's forward motion come to a complete stop before retracting slightly from the edge due to the webs' elastic reaction. I did it, he realized, feeling an incredibly satisfying sense of relief. Then he dropped the web lines and fainted dead away.

The passengers reached out either side of the front windows and caught his body before it could fall off the step, and the conductor unlocked the emergency door of the car to bring him back inside.

Ock had watched the train rush away from a rooftop and prepared to follow once he saw the webbing shoot out.


A wicked taunting laugh stopped him. Both he and the tentacles started searching for the source.

It was the tentacles who found the source of the laugh first….a dark-cloaked man almost drawn against the building's air conditioner, the imposing figure of The Shadow.

"Who the Hell are you?" Ock demanded.

"Where is the girl?" a sibilant whisper demanded.

"Oh. You're one of those. Shouldn't you be helping him?" Ock said, gesturing over to the slowing train.

The Shadow snap drew his automatics. "I am."

The tentacles turned and gave a mechanical hiss, lunging at him.

The Shadow swirled into invisibility, suddenly vanishing from Ock's view.

The tentacles waved back and forth, and then turned back to Otto.

"He's hiding himself," Ock said aloud, almost as a warning to his new foe. "You're outfitted with thermal sensors--use them."

The tentacles turned back to the air conditioner and tracked immediately to the side of the unit.

Heat vision, The Shadow noted. Not good. He dodged behind the unit, then reappeared quickly in a different place and aimed for Otto directly.

As expected, the tentacles threw themselves in his way, drawing themselves up to defend Ock, their red eyes glaring down at him…

…in perfect position for The Shadow to toss a flash disk up at them.

The flare was brief, but brighter even than the fusion corona, and the tentacles snapped shut, as though protecting their eyes.

The Shadow lunged past them to Ock himself.

The tentacles recovered fast, but The Shadow got around next to Ock, grabbed his skull, and put an automatic against it.

The tentacles froze at once.

Independent thoughts and priorities, The Shadow noted. Not good. Five enemies. "Where is she?" The Shadow demanded again.

"Go to Hell," Ock told him brazenly.

One of the tentacles eased forward slightly.

The Shadow tensed the finger on the trigger.

One of the tentacles turned and gently hissed at the first, which drew back.

"I will kill him," The Shadow pronounced.

"No, he won't," Otto returned. "He can't. He doesn't know where she is yet."

The tentacles seemed to look at each other, then called The Shadow's bluff and lunged.

The first stopped short as The Shadow ducked behind Ock.

The second was knocked back but not damaged by The Shadow's bullets.

Bulletproof, The Shadow noted. Very Not Good. He cracked Ock over the skull with a pistol.

Ock started to fall, but two of the tentacles caught and braced him.

The other two attacked The Shadow, tripping him and finally throwing him off the roof and into a dumpster.


Carefully, gently, almost reverently, the passengers passed Peter's prone form, arms still stretched out crucifixion style, hand over hand back through the length of the car to the rear, where there was less chance of a sudden shift in momentum carrying the entire train off the tracks. "Easy," someone urged. "Slowly...all together now..."

Dozens of hands lowered Peter's nearly-lifeless body to the floor of the car.

"Give him some air," one of the passengers urged, and they all stepped back from him.

For what felt like an eternity, no one dared speak. The nearly-filled train car full of still-uneasy passengers just stared at the completely motionless body of their rescuer, one who'd been gone for far too long but had come back at just the right moment to save them all.

"Is he alive?" someone finally asked.

One man couldn't believe what he was seeing. "He...he's just a kid," the man said incredulously. "No older than my son."

Indeed, several passengers couldn't believe their eyes. There had been a lot of speculation over the past few years about what kind of man Spiderman was, mostly from the tabloids and the Bugle, with rumors of him being some deformed monster or "mutant weirdo" being the most popular theories...but no one could believe that when all was said and done, "The Amazing Spiderman" was just an average-looking boy, a young man likely in his mid-twenties at most. It was almost like someone had grafted an ordinary kid's head onto a muscleman's body. The whole image was just surreal.

And then the anything-but-ordinary kid began to stir.

And everyone breathed a sigh of relief.


Ow. Ow. Ow.

Peter had never been so thankful for muscle cramps in his whole life, because that meant he'd actually lived through that whole ordeal. He slowly opened his eyes to get his bearings.

The first thing he noticed was of dozens of faces staring down at him. Nothing too unusual about that; not every day a superhero wages a war with a multi-armed lunatic in your midst during your evening commute, especially when that superhero had been gone from the scene for a month now.

The second thing he noticed, though, was that he was seeing them clearly, without the visual changes his polarized eyepieces normally gave. He put a hand to his face quickly...

...and it touched skin.

His eyes widened in horror as he remembered tossing the mask aside in the heat of the moment. He quickly sat up...and then regretted the hasty motion as his vision blurred and his head swam, and he nearly passed out again. But even as he thought he would black out again any second, he tried to turn his face away from the onlookers.

An older man knelt down beside him and put a steadying hand on his shoulder. "Hey...it's O.K.," the man soothed, making eye contact with Peter, showing him the warmest fatherly smile he could give. Then he gave a glance over his own shoulder.

Two young boys made their way to the front of the onlookers. One of them was holding Spiderman's mask in his hands. "We found something," the one clutching the mask said.

Peter just stared for a moment as the boy extended the mask toward him. All this time, he'd just assumed that with a few notable exceptions, the type of wanting and needing he'd encountered throughout his superhero life was one of raw consumption, people who needed his help right then and there who then discarded any feelings they had for him after he'd done his duty and sent them back to their everyday lives. But evident on every face he saw standing before him was genuine concern for his well-being and genuine relief that he was alive...and genuine happiness to see him again. He had been missed. He had been needed. And he had been wanted.

"We promise we won't tell," the other young boy insisted.

"None of us will," a passenger behind them echoed.

Peter nodded his understanding, then reached out and took the mask back from the boy.

"It's good to have you back, Spiderman," said the boy who had, for a brief moment, experienced every New York kid's fantasy--actually getting to meet Spiderman face-to-face.

Peter pulled the mask over his face before he finally allowed himself to smile. It was good to be back.

Several hands reached out to support and balance Spiderman as he slowly got to his feet and tried to get his bearings once more. He'd saved the day for these people, but one very important person still needed his help, which meant he needed to find Doc Ock and get back on his trail...

...and that was when he realized his still-weak spider-sense was telling him he wouldn't have to go looking for Ock at all.

A second later, the train car's rear doors ripped open and Ock stormed inside. "He's mine!" he shouted angrily.

A large, burly man with a thick Jersey accent stepped right in front of Ock. "You wanna get to him? You're going to have to go through me."

"And me," another passenger answered, stepping up to the fore.

"Me, too," a woman said, joining the growing group of commuters who were inserting themselves firmly between Doc Ock and his prey.

One more man stepped to the front. "You're going to have to go through all of us."

Ock raised an eyebrow. How very cliched. "All right," he said blithely.

Then two tentacles snaked their way through the hedgerow of people and split it in two, shoving passengers hard against the side walls, crushing them so tightly against windows that several panes of glass broke in the impact.

Everyone screamed, even as another group of passengers moved to take up positions in the battle to protect their weakened hero...

...or would have, if Spiderman hadn't put up his own hand to stop them. He shook his head and made motions to urge them to step back.

The remaining passengers did so.

Spiderman slowly staggered up the aisle toward Ock, seemingly surrendering himself in an effort to stop the madness.

Ock smiled. Then he shot a tentacle out and slammed Spiderman in the jaw.

The last of Spiderman's strength left him as he hit the floor and passed out.


Sarah was in her own car, driving in a grid pattern around the city, keeping her mind open to any telltale sign of MJ or Peter or Stephen or anyone she knew, wishing she'd at least encountered Octavius at some point so some part of her wonky clairvoyance could manage to pick up his vibes, too.

Her cell phone rang. One look at the incoming number made her heart race with both relief and worry. "Are you all right?" she asked.

"He got him," grunted The Shadow. "He was too fast. He got Peter."

Sarah was about to respond when her phone beeped at her. She checked the caller ID and realized it was one of her sources. "Hold on just a minute more," she told The Shadow and switched lines.


The Shadow stared at the phone as he bound up his latest wounds. She put him on hold. He couldn't believe she'd put him on hold. Nobody put him on hold. She put him on hold.

"Good news!" her voice came back suddenly. "I got a call from one of my sources in the financial district. I know what Octavius has been buying."

This was good news. "What?"

"Machine components, magnetic resonator, focusing crystals, power generators, welding equipment…"

"He's building the machine again!" The Shadow shouted. "Sarah, the only thing he wouldn't be able to buy for his fusion machine would be the fuel. He can only get tritium from OsCorp!"

"That's why he took MJ and Spiderman!" Sarah realized. "He made a deal with Harry Osborn."

"Do you know where the parts are being routed?"

"To an address on the waterfront. I checked, it's Octavius' old lab. It's been scheduled for demolition for a month now. What would he be doing there?"

"Going home." The Shadow thought fast. "I can't believe it didn't occur to any of us before now. Sarah, get to OsCorp's labs, see if you can sense MJ there. I'm going after Osborn."


Harry Osborn downed yet another glass of liquid courage as he sat in his father's...his study, not really believing what he'd gotten himself into. He'd seen the news reports, heard the rumors that Spiderman was back, even seen the evidence for himself on TV as cameras caught glimpses of webbing dangling from a commuter train. He'd also heard Octavius had destroyed a deli and that at least two people were dead, and someone said he'd even kidnapped a woman, though no one knew who or why. He found himself hoping and praying that Peter hadn't been among the wounded or killed at the deli, because he was still feeling incredible guilt about having essentially condemned the only friend he had in the world to...

And then the thought got cut off by hard, heavy, pounding thuds that came to a stop just inside the French doors. Harry turned around.

Ock was standing at the windows, two tentacles holding their prize capture over his head...Spiderman, wrapped head to toe in heavy-gauge barbed wire and completely unmoving. "Where do you want him?" he asked in a tone that reeked of smugness.

Harry couldn't believe it. His one goal, his singular obsession for over a month now, was finally within reach. He gestured with a shaking hand to the chaise lounge.

The tentacles placed him on the lounge gingerly, as if presenting a great gift or breakfast in bed. "And my precious tritium?"

Oh, yeah, right, that had been part of the deal. Harry managed to peel his eyes off Spiderman for one moment while he crossed the room to the massive portrait of his mother that covered his father's...his wall safe. He opened the concealing door, spun the combination lock, and turned the handle to open the safe.

Inside, among priceless jewels, huge bundles of stock, and about a million in cool cash was the only treasure worth anything, in Ock's opinion...OsCorp's entire stock of tritium, encased in a lead crystal sphere and mounted inside a lead cylinder with glass front. The sphere itself was the size of a soccer ball, and the tritium inside it glowed a brilliant gold.

Harry reached for the cylindrical case.

One of the tentacles backhanded him away, and Ock strode over to the safe to harvest this precious treasure for himself.

Harry recovered his senses and turned back around to stare at the chaise lounge once more. Two years ago, Spiderman had laid his father's dead body on this lounge and ran like the coward he was when Harry walked in on him unannounced. How ironic...not only was Spiderman now the one on the lounge, he would never be able to run from anyone again. He could feel his heart pounding with anticipation...

...then realized that the pounding was coming from Doc Ock, tentacles stomping across the room, down the walls, racing away as he took his precious tritium to go do whatever-the-Hell-he-wanted with it. Harry didn't care, frankly. Ock could blow up the whole city if he wanted to as long as he held off long enough for Harry to finally deal with the only thing he'd wanted out of this whole arrangement ...Spiderman.

Harry had spent many a sleepless night planning this very moment over the last month. But the one detail he hadn't prepared for, ironically, was the very one he was now facing--Spiderman being essentially trussed up and thrown on the altar like a sacrificial lamb. His body was eerily still, and if it weren't for the blood still oozing from two massive pincer wounds on his sides and the occasional rise and fall of the chest, Harry would have sworn Ock had broken his end of the deal and gone ahead and killed the bug. Not that the bastard didn't deserve to die, but Harry wanted to be the one to dispatch him to Hell.

He didn't even hesitate in selecting his weapon of choice--his father had been impaled through the groin with blades, so that was how Spiderman was going to die, too. He took one of the many ceremonial daggers from his father's collection off its display stand and carried it over to the body. "If only there was a way to cause you as much pain as you've caused me," Harry growled, unsheathing the dagger as he stood over the lounge.

His prey's chest rose and fell once more, then again, then settled into a stronger breathing pattern as his head rolled slightly to one side.

Harry knew what that change in breathing patterns and motion meant--he'd been hunting with his father enough times to know an animal was most dangerous when injured and cornered, and when you found one acting like that, you needed to take the killing shot immediately before they had a chance to lash out at you. Which meant he needed to get this over with quickly, before Spiderman could wake up and settle the score in his own manner. "First let's see who's behind the mask, so I can look into your eyes and watch you die..."

He gave the mask a yank straight up...and suddenly found himself staring into the stark blue eyes of Peter Parker.

Harry dropped the dagger, sheath, and mask as he stumbled backwards, feeling as if Ock himself had just slammed one of those tentacles into his gut. "Peter...no...no, it can't be..." This was a trick, it had to be; Ock must have stolen the costume from Jameson's office and stuffed Peter into it as some kind of bizarre practical joke. Yes, that had to be it, he decided as he fell into the desk chair, unable to stand upright any longer.

If Harry thought he was surprised to see Peter, he didn't know the half of it. Peter's eyes widened in complete and utter disbelief, then narrowed in focused anger. Harry? Harry and Ock, in this together? This whole thing was a setup to bring me here so Harry could fulfill some sick revenge fantasy? Oh, no way--not today, you son of a bitch...

Harry watched in utter amazement as Peter gave one flex of his massive arms and the thick barbed wire binding his upper body and wrists shredded like tinfoil. Another flex from Peter's equally muscular legs, and the remaining wire broke away, and now Peter was on his feet, tossing aside wire scraps as if they were confetti as he stalked across the room. "Where is she?" Peter demanded, the rage in his eyes practically a living thing. "Where is he keeping her?"

She? Her? Harry looked completely confused, unable to speak, unable to do anything except just stare at Peter while his entire world crumbled around him.

"He's got MJ!" Peter continued, still outraged that his so-called best friend would stoop to this level. He'd about had it with playing "I've Got A Secret" with Harry, and now that his own secret was out in the open, it was time to show this arrogant SOB who was really in control here. "He's going to kill her!"

MJ? Harry remembered the reports of a woman being kidnapped from midtown today, but had no idea Octavius would go that far, because that wasn't at all what Harry had told him to do..."What?" Harry finally managed to say aloud. "No...no, all he wanted was the tritium..."

Peter's eyes once more widened in disbelief and horror, and it took everything he had not to backhand Harry across the room for being such a complete and total idiot. "Tritium?" Peter said incredulously. "He's making the machine again! When that happens, she'll die, along with half the city!" He stormed over to Harry's chair. "I have to stop him! Now, where is he?"

Harry just stared up at his friend's face...at Peter's head mounted on Spiderman's body. It couldn't be real. It looked like something out of a bad horror movie, and felt like a nightmare. His best friend...his only friend...his blood enemy..."Peter," Harry whispered dumbly, tears rimming his eyes, "you killed my father..."

Peter felt his fists clench as anger boiled inside him. For years, he had been wanting to tell Harry the truth, to explain what had really happened even if he had to physically beat the crap out of his friend to get him to slow down enough to listen, to somehow get Harry to let go of this sick revenge fantasy he had and understand the real story. Norman Osborn was a murderous madman who'd killed himself while trying to kill Peter, he'd assaulted Aunt May and kidnapped Mary Jane, he'd nearly killed Harry himself at Times Square, he'd killed his entire board of directors at that same event, he was the maniacal Green Goblin...

...and then Peter remembered a plea from a dying man.

Peter...don't tell Harry...

Norman Osborn may have been an insane maniac, but he somehow knew by making those his last words that Peter would honor them. Because it was the right thing to do. And sometimes to do the right thing, we have to be steady and give up the things we want the most...even our dreams of making our friends understand why we chose the path we did, because we would never want them to know the true horror of what their father had become. No one should have to live with that kind of burden. "There are bigger things happening right now than me and you," Peter said through clenched teeth. "Harry, please, I have to stop him. Tell me where he is."

Harry just stared at Peter, unable to move.

The Shadow suddenly materialised out of thin air behind him. Harry didn't notice. He just kept staring.

The Shadow looked at the unmasked Spiderman and took instant stock of the situation. "Peter, the machine is being rebuilt at Octavius' old warehouse on the waterfront. MJ will almost certainly be there. Go. I have to stay and deal with Osborn."

Peter frowned, then knew what he had to do. Please don't kill him, he asked the cloaked man silently. He knows the truth now. Part of it anyway. Maybe…maybe I can make it right again?

The Shadow gave no answer.

Peter snatched the mask up off the floor, gave Harry one last angry and contemptuous glare, then pulled the mask on and leapt off the balcony to take up the chase again.

And all Harry Osborn could do was just sit there and stare as the very fabric of his reality was shredded beyond repair.

The Shadow scanned the room for cameras, recording devices, bugs, anything that would let the secret of Spiderman leave this room. His brief search led him to the staircase to the next level up.

"Peter is Spiderman," Harry said, suddenly sounding clear.

The Shadow, now ten feet above his head, cloaked in the shadows of the unlit hall behind him, stared impassively down at the broken boy. "Yes."

"Spiderman…Peter was my friend. He knew the truth all this time. He was the truth all this time, and he lied to me. Over and over, again and again."

"With you vowing to kill him, what incentive did he have to tell the truth?"

"Peter…he was my friend. My own brother. I always treated him like one."

An unholy laugh of pure derision rang out from the barely visible specter. "And how did Octavius find Spiderman, Harry? Hm-m? How did Octavius know to come to Peter? How did he know to kidnap Mary Jane to aid your quest for blood? You sent him, Harry. You did. You sent a wanted criminal to hunt down your best friend," The Shadow spread his arms wide. "Is this the act of a brother?

Osborn broke down sobbing again. "I had to do it. Had to find Spiderman. Had to make him…oh God…Peter…"

"You knew what Octavius would want the tritium for. You knew the experiment would go wrong again. You let him do it. You sent your best friend to his death, you sent the city to its own destruction, and you don't care! Is this the act of a brother?"

"Shut up."

He's almost there, The Shadow realized. Break his hold on sanity for just an instant and I can wipe his memory clean. Put him in bed, sprinkle booze around him, implant a memory or two, and all this is a bad dream. "You've failed," The Shadow taunted. "You've failed to protect your father's reputation."

"Shut up!" Screamed Harry.

"You've failed him. You had your enemy and you let him go because you were weak."

"Stop it!" Harry collapsed. "Let him do it. Let him blow it all up. I don't care. He won't be back. I'm out of tritium anyway."

That got The Shadow's attention. "Out? How could you be out? How much did you give him?"

"All of it."

The Shadow paled. OsCorp, he knew, had a full five pounds of the stuff. Octavius first experiment was run with only half an ounce. The Shadow was suddenly torn. He had to go help Peter, but if he left Osborn like this, he could do anything.

Harry seemed very interested in that moment at getting profoundly drunk.

The city comes first, The Shadow reminded himself. Aloud he said, "If you want answers, I will give them to you. But first I have to clean up your mess."

The words were scathing, well-deserved, accurate…The Shadow sounded so much like his father at that moment.

Harry turned to scream obscenities at him…

Not even a shadow of him remained.

Peter said half the city would be destroyed. Harry thought numbly. Please…please let it be the half I'm in.


"Sarah!" The Shadow shouted into his cell phone. "The jig's up. Osborn knows Peter's identity and Ock has the tritium. Change of plans--get to Osborn House now. Nobody gets in or out."

"Understood," she told him.

The cab pulled up next to him and The Shadow flew in. "The Waterfront--hurry! And tell Burbank to cut off all communications--telephone, online, wireless, even carrier pigeon--to the Osborn mansion starting thirty seconds ago. Harry speaks to nobody tonight."


Mary Jane Watson was really sick of being a pawn for psychopaths.

Yet again she found herself the target of some psychotic madman with designs on taking over the world or running Manhattan or whatever-the-Hell lunatic supervillains did nowadays. She'd been hogtied and shackled with what had to be chains from an industrial crane or a super-duper tow truck for hours now to this dripping, nasty, rusted pipe, left all alone while Octopus Guy or whatever he called himself was off tending to one errand after another, gagged for much of that time. It had taken most of that time for her to finally manage to get enough play in the ropes around her hands to pull the gag out of her mouth, and now she was wasting no time verbally harassing Science Squid, who seemed to have forgotten all about her while he was playing with a giant glass marble and a bunch of oversized Tinkertoys. She let out her best "Hey Taxi" whistle to get his attention. "Hey! Arm Boy! I'm talkin' to you!"

Ock finally removed his smoked glass welder's goggles and gave an annoyed glance over his shoulder.

"Look, you got what you needed for your little science project," she continued defiantly, as mad about being held hostage as she was about the fact that the curtain would be going up on her show in less than an hour and she wouldn't be there to take the stage. "Now let me go!"

"I can't let you go," he explained annoyingly matter-of-factly. "You'll just bring the police." Then he smirked. "Not that anyone could do anything to stop me now that Spiderman is dead."

That gave MJ pause as she felt her breath catch and her heart skip a beat. No. That wasn't possible. She'd been with Peter just moments before all this happened…and seen Ock throw his defenseless body into a wall and bury him under pounds of rubble…"I don't believe you," she said, decidedly less defiant than she'd been a moment ago.

"Believe it," Ock snapped, then turned back around, lowered his goggles, and started typing commands on the keyboard.

Eight plasma lasers came to life and shot their beams into the tritium sphere, floating in the much larger magnetic containment field generated by the multi-story actuator arms.

The sphere began to spin rapidly, its golden color increasing dramatically.

And then, suddenly, it burst into a sun the size of a VW Bug.

Ock watched his beautiful fusion reactor come to life and beamed proudly. How gorgeous. How awe-inspiring. How magnificent. This truly was the fulfilment of a lifetime of dreams. That stupid girl should stop her squirming and look on in glory at the experience of a true breakthrough in science...

And then the view from one of his arms noticed why the girl was squirming...because the golden glow had illuminated just a hint of a figure in red and blue scurrying along the rafters.

"Surprise!"

MJ looked up at the sound in her ear...and right into Spiderman's reflective eyepieces, or what was left of them. One was cracked, the other scorched. She felt so great to see him, a relief she hadn't felt since the last supervillain's attack. And the one before that… And the one before that…

...then she realized her reaction might betray his position. She schooled her expression and returned to staring straight ahead at the mini-sun, which had gotten noticeably larger since the last time she looked at it. She wondered if that was what was supposed to happen, because unless she was badly mistaken, it was getting considerably warmer in here, too...

"Listen," he whispered in a tone filled with urgency as his fingers began working on the knots in her wrist ropes, "as soon as you get out of here..."

And then his sentence was cut off by a tentacle that flashed past her head on its way to his jaw.

Incredibly, Spiderman managed to spring away from the flashing tentacle and land on the tiniest of perches practically on the opposite side of the room from his opponent.

MJ just marvelled at the amazingly lithe grace of Spiderman as he dodged the angry blows from a pissed-off supervillain. And boy, was Ock pissed off, judging by the way his tentacles were lashing out at the annoying arachnid. "Spiderman!" Ock roared as he threw aside his goggles and stomped off the platform. "I should have known Osborn wouldn't have the spine to finish you!"

MJ's jaw dropped. Wait...Harry is responsible for all this? He hates Spiderman, yeah, but bad enough to sanction kidnapping me, assaulting his best friend, and committing premeditated murder? My God...

"Shut it down, Ock!" Spiderman ordered, practically flying across the ceiling, trying to stay one perch ahead of the deadly pincers. "You're going to hurt a lot more people this time!"

"Well, that's a risk we're willing to take!" Ock snapped back as a tentacle grabbed a plank and started swinging it like a club.

Spiderman started to make a sarcastic retort about Ock's use of the royal "We", then suddenly realized that there was no affectation involved here. Oh, my God, the tentacles...their A.I...they're in control. They don't realize how bad this really is...they're treating it like just another experiment, with no regard for the consequences if it fails, and they're going to protect this one at all costs. I have got to get through to the man inside this monster somehow and make him overrule the machines, if it's even still possible... "Well, I'm not!" he retorted, then leapt for the power grid.

A tentacle lashed out and snared his leg, then slung him away with such force that his body burst through the building's roof.

MJ screamed as he vanished, feeling her hopes for rescue vanish with him.

And then the rusty pipe she was attached to began to shake. She looked around.

Metal items all around her were being drawn into the fireball, which had begun to swell to incredible dimensions and emit lethal-looking solar flares. She heard the steel beams in the roof groaning from the strain, watched sheet metal beginning to peel off the walls like old paint, and felt the chains around her lower body begin to tremble and tug against her as the sun-like object in the center of the room kept getting bigger with every object it drew into itself.

Mere seconds later, Spiderman swung back into the building on a web and pounded Ock in the chest with both legs.

The two of them crashed through the floorboards and into the East River below.

Now Spiderman had the advantage. Ock's limbs may have been impervious to heat and magnetism, but they apparently weren't waterproof because their coordination and strength had diminished noticeably. They were still snapping at Spiderman, but with their actions now severely limited, Spiderman quickly regained the upper hand and unleashed some long-overdue payback. He punched Ock in the stomach. That's for Aunt May.

Then one in the left jaw. That's for MJ.

Then another one in the right jaw. That one's for me.

He had just cocked his fist back for another punch when his spider-sense suddenly alerted him to a much more pressing matter happening right behind him. He turned around.

The heavy metal chains on MJ's body were now being pulled toward the reactor's magnetic field, and MJ was hanging suspended in mid-air, her only anchor being the ropes on her wrist hooked around a spigot on the pipe she'd been tied to...and that was starting to grotesquely deform as well. She screamed for help.

"Hang on, Mary Jane!" he shouted, then gave Ock and his snapping pincers two more quick punches before leaping to MJ's rescue.

The spigot on the pipe finally gave way under the pressure, and MJ let out a shriek of terror as she felt herself being sucked through the air toward the growing inferno...

...and then she felt herself stop. She tried to look behind her.

Perched on one of the few wooden support beams left in the building was Spiderman, pulling with all his might on a web that he'd hooked around her wrist chains.

And that was when she saw the metal ductwork flying toward her Spiderman's unprotected back.

At the last possible second, the massive shrapnel was shoved aside. It was then that she spotted The Shadow, his cloak whipping toward the corona, the dark in his clothes bathed in a hellish glow, perched on the beam next to his partner.

Yes, she realized, his partner. As it always should be.

"I can't keep this up," The Shadow spoke as he tried to keep some mental energy in reserve while telekinetically brushing away approaching debris. "He's got at least five pounds of tritium in that reaction--it's only going to get stronger."

Spiderman let go a choice word. "Bad. Big enough blast to destroy…"

MJ didn't need to hear the rest. Now she knew she had to get free to allow them to focus their efforts on saving the city instead of saving her. She twisted her feet frantically, trying to loosen the chains from her body.

The fusion reactor swelled again. A flare shot out and sliced through one loop of the chains near her feet. The magnetic recoil attraction from the circling flare finished sucking away the rest of the chains, and now she was reeling away from the fire as if she were on a zip line.

Spiderman quickly reached out to catch her before she could go flying past him and gently set her on the ground, snapping her wrist ropes as if they were sewing thread in the process. "Run!" he ordered, turning her toward the exit and giving her a gentle-but-firm push in encouragement.

She took off running...then stopped as she heard a sound like a baseball bat impacting something hard and Spiderman crying out in pain. She turned around...

...just in time to see Spiderman land with a "thud" on the floor amidst what looked to be straw from leftover packing crates and one of Doc Ock's tentacles tossing aside the heavy wooden pier plank it had used to knock him there.

The Shadow lunged for Ock, automatics firing rapidly at the attacking tentacles. They were built strong, but the sheer force of the heavy bullets drove them back, enough for The Shadow to pistol whip Octavius a few times, till his automatics clicked empty.

The fourth tentacle swung low to trip him up again, but instead of dodging back, the Shadow darted forward, planted a foot on the sweeping limb, and used it as a springboard to land a two-fisted crunch to the nose.

It didn't last, of course; eventually the tentacles got close enough to toss The Shadow away like a rag doll, and the limbs turned violently to the limp Spiderman, still moving, trying to rise, knocking him down again.

MJ had never felt so helpless in her entire life. It was obvious that Doc Ock had no use at all for The Shadow, and now that he'd finally knocked Spiderman out cold, one of those damned tentacles picked up Spiderman's limp body by the heel and dangled him in the air, holding him for his master to finish the job Harry Osborn had apparently botched.

MJ felt her resolve hardening. She could not let him die. She would not let him die. She looked around for a moment, then found a wooden club of her own.

Ock smiled cruelly at the impossibly loose-limbed body of his opponent now dangling helplessly before him. At last. The last "bug in the system" was about to be no more. He wondered for a moment how he should dispatch with the annoying pest. Tear his limbs off? Squash him like the bug he was? Throw him into the magnificent fusion furnace and use the natural elements in his body to further power the reaction? Whichever means he intended to use, he needed to do it fast, because in spite of taking a near-decapitating-force blow to the head, Spiderman actually looked as if he was trying to come around...

Then one of the tentacles warned him that not all the pests were yet dispatched.

As MJ stepped up behind him and prepared to swing her plank, one of the tentacles lashed out and backhanded the tiny woman across the room.

And at that moment, Doctor Octopus had sealed his fate. He just didn't know it yet.

Returning his attention to his prey, he produced a spike on the end of another tentacle and gave a smile of smug triumph. "Let's see you scurry out of this one," he said, cocking back the tentacle to strike.

As the spike flew toward him, Spiderman shot a web into the thick bundle of high-voltage power cables beneath him and yanked them straight up into its path.

The spike drove right into the line bundle...and sent enough juice through Ock's body to light up Broadway.

The pincers all flew open wide and dropped Spiderman to the floor.

Spiderman took only a second to regain his senses, then raced over to the patch board where the wires providing power to the entire apparatus had been tapped into the main feeder line. He wrapped his arms around dense power cables that were nearly as big around as his thigh, braced himself hard against the floor, and pulled with all his might.

The lines finally came free, and Spiderman himself went flying backwards. He hit the ground, then flipped himself onto his feet and quickly assessed the situation.

The lasers had now stopped firing.

A series of sparking explosions surged through the room as every piece of electrical equipment in the place shorted out.

The Shadow had managed to get to his feet and was now standing across the room from Otto's convulsing body, calmly reloading his automatics in case he needed to finish the job that the electrocution started.

Ock's spiked tentacle slid out of the cable as the voltage in it dropped away, and the weight of the limbs toppled him backwards to crash through the floorboards, where he'd come to a stop on an outcropping of rocks beneath the building, half-submerged in the East River once more.

And the reaction...well, it was still going strong. Not only that, it had gotten significantly larger now that there was no containment field to hold it back any more.

Spiderman felt his stomach drop through the floor. "Now what?" he whispered. He looked around frantically, desperately hoping to see that he'd just somehow missed a source of power somewhere, but every power connection point on the actuator arms or the platforms was now smoking and smouldering or blown apart and utterly useless.

And still the reaction grew, hovering and spinning over the metal platform as it inflated like a giant hot air balloon.

"How do we shut it down?" The Shadow snapped.

"I don't think we can," Spiderman answered. "We pulled the plug, but it's drawing power from itself now. It'll keep going till it runs out of internal fuel from the tritium…and when that happens, it'll suck everything it can in for fuel. And when that runs out, it'll implode in on itself and then blow the island, the boroughs, and probably half the state apart."

"How do we shut it down?" The Shadow repeated, more insistent than ever.

"We can't," Spiderman insisted.

The Shadow stared at his partner, then at the growing orb, and then at Otto Octavius' prone body, which was starting to stir.

Spiderman saw the same thing, and an idea hit him. "But he can…" He sprang across the room and landed in front of Ock, then yanked off his own mask to show the scientist a familiar face and hopefully persuade him to trust the eager student instead of the lethal instruments. "Dr. Octavius!" he called, trying to get through to the man behind the machines. "Please, I need your help..."

Ock shook his head, trying to clear his vision...and then wondered if his eyes were playing tricks on him. The body of the man before him was definitely Spiderman's, but the face belonged to..."Peter Parker?" Then he gave the boy a wry smile as the irony of Conners' incorrect assessment became obvious. "Brilliant, but lazy."

Oh, good, Octavius still remembered him. Now to drag him into the present. "Look at what's happening," he said, gesturing behind him at the engorged fireball, which was now drawing in virtually anything in the building that was metallic and not nailed down.

Octavius looked over Peter's shoulder and smiled slightly. Yes, isn't it beautiful?

Peter did not like the look in Octavius' eyes. He was still seeing the experiment, not the environment around it. "We have to destroy it," he said firmly, trying to keep the desperation in his voice contained and controlled.

Ock frowned. Stupid bug, interfering yet again in fulfilment of my dream. "I can't destroy it," he said, the deranged mindset returning as the tentacles began writhing and pulling themselves out of the water. "I won't!"

One tentacle shot out and grabbed Peter by the throat.

Peter slapped one hand on the ground to hold himself in place and grabbed the tentacle with his other hand, trying to slip his fingers inside the pincers to keep it from squeezing the life out of him.

The Shadow was there a millisecond later, trying to help pry it loose.

Peter spoke again. "You once spoke to me about intelligence," he said in a choked voice, trying to convince Dr. Octavius to somehow overrule Doctor Octopus. "About how it was a gift, to be used for the good of mankind."

That triggered a memory...a memory of meeting a young physics major who'd been so eager to learn from a master, who'd made him feel more important than he'd felt in years... "A privilege," Octavius whispered.

"These things have made you something you're not," Peter continued, seeing the man starting to emerge from the monster's shadow. "Don't listen to them."

Octavius looked at the reaction, shining so brilliantly across the room, and felt lost. Destroy it? He couldn't. This was all he had left, literally. Everything else in his life was gone. He couldn't possibly give it up. "It was my dream," he said in a sad, pathetic tone.

The beams in the ceiling creaked loudly, and Peter saw metal framing from the broken windows flying over their heads toward the reaction. He could even hear the screeching of tires from nearby vehicles now being affected by the magnetic pull of this rapidly-growing star. They were running out of time. If he couldn't get through to Octavius, he would have to do something drastic, something he did not want to do unless it was his only choice. "Sometimes, to do the right thing," he said hoarsely, "we have to be steady and give up the things we want the most...even our dreams." He kept trying to get his fingers underneath the ever-tightening pincers. "Dr. Octavius...please...we have to do something..."

Octavius watched the metal debris rising around them and being drawn into the perpetual sun he'd always dreamed of creating. It had been his dream since...well, since he was younger than Peter, since he was a college student himself, immersed in the world of science and the promise of nuclear fusion...

...and then he'd met an exotic beauty on the steps of the library and spent hours learning about a whole world beyond Edison and Einstein...a world that was destroyed a month ago by this very experiment...

My God, what have I done? What have I become? "You're right," he whispered weakly.

The tentacles drew up around him like massive serpents. Peter would have sworn they were hissing.

"He's right," Octavius asserted in response to the limbs' uprising.

The tentacles snapped their pincers menacingly.

"Listen to me now," Octavius said angrily, gritting his teeth, trying to concentrate hard enough to push his own thoughts past the network chatter of four powerful computers. "Listen...to...me...now!"

The tentacle holding Peter's neck popped its claws open, then dropped away.

Peter coughed violently, frantically gasping for air, trying to pull himself together.

The Shadow took advantage of the change in mind and immediately projected into Octavius' brain, astonished at how weak the thought patterns were becoming. "How do we stop it?" he asked, trying to shore up Octavius' failing mind.

"It can't be stopped," Octavius said weakly, his voice filled with dread. "It's self-sustaining."

Peter would not accept that answer. No one had ever been able to duplicate the natural self-sustaining nuclear fusion reaction of the sun in a laboratory setting--there had to be some weakness they could exploit. "Think!" he demanded.

Octavius was trying, but he couldn't conceive of what to do at this point. In all his simulations, he'd never run into this particular scenario. If it was a small-scale fusion experiment, he'd just drop it into the cooling pool to stop the reaction, but a reaction this big...

Then he suddenly remembered why he'd wanted to rebuild here. Not just to use the salty water of the East River in conjunction with the steel platform to create a saline-powered electromagnet for the bottom of the containment field, but also to use the river itself as a makeshift cooling pool just in case. "Unless..." He looked at the reactor, then at the hole in the floor below it...a hole just barely large enough to still be used for its intended purpose. "The river...drown it."

Peter's eyes widened. Of course, he realized. That's why he always puts a pool of water underneath. Not for ambient air cooling--as a safety feature. Fusion reactors are really just gigantic fireballs, and if you drown a fireball hard and fast in enough water, the reaction will have to stop because it will cool down faster than it can regenerate itself...

The Shadow scanned the whole device, working out the basic mechanics of just how to dump this mini-sun into a cooling pool fast enough to keep it from destroying everything around them in the process. To get it into the river, someone would have to trash the support struts beneath the wrecked containment shell…let it fall through…

And that was when his calculations hit a major snag. Once that occurred, there would be nothing to hold the reactor aloft, and it would immediately collapse into the river and either incinerate or boil anything in its path…including the person who was taking out the struts.

A suicide mission, The Shadow realized. He looked at the others, and knew that they had all had the same realization.

"I'll go," Spiderman and The Shadow said at the same moment. Then they looked at each other. "No, I'm going."

Peter frowned. "You have to find MJ and get her out of here," he told his friend. "She's getting married tomorrow."

"No, you have to get MJ out of here," The Shadow replied, glancing over Peter's shoulder. "She's reconsidering."

Peter turned in shock to stare at his beloved Mary Jane.

MJ was just staring back at him in sheer awe. All this time, the things that had seemed to keep them apart were the things about Peter that made him so much more than human, so much better than the "empty seat" label she'd disparaged him with. He was willing to give up his life…his life…to save hers. What they were talking about was sheer suicide, and yet he was willing to go to his death to allow her to go on with her wretched excuse for a life. It was only then that she realized that none of the things that kept them apart mattered to her at that moment, if they ever really mattered at all. All that mattered was what they were clearly both feeling at that moment, a feeling of complete and total connection...

And then she saw his eyes widen in horror.

"NOOOOOO!" screamed Peter.

MJ heard the creaking of the wall, then felt the first pieces of debris falling on her. She turned around...and screamed in terror.

The first layer of debris knocked her over. She tried to cover her head to protect herself from the rest of it...

...and then suddenly realized the wall had stopped falling. She opened her eyes...

...and once more found herself staring into Peter's face. There wasn't any way she could have avoided it, though--he was barely three feet away from her, nearly bent over 90 degrees, literally holding the entire weight of the collapsing wall on his shoulders and back.

It was an awkward moment for both of them, literally and figuratively. Of the two of them, Peter was far more familiar with how to deal with awkward situations. With his mask on, he'd have cracked wise and made some terrible joke about how some women can just make you fall to pieces. With it off, though, he decided to take the simple approach. "Hi," he said, smiling through clenched teeth as he tried to position himself better to keep the wall from collapsing any further.

MJ wondered what she was supposed to say to that. What does one say to a man who's shoring up the remnants of a five-story building on his back? She decided to take the simple approach. "Hi," she replied, trying like mad to keep the stupidly awed feeling inside her head off of her face.

"This is...really heavy...," Peter admitted, shoving his entire body hard against the wall as he tried to find a better place to put his hands for more support. At this point, the race was on to see which would collapse first...Otto Octavius' fusion reactor, or Peter Parker's back.


At the other end of the room, The Shadow and Octavius were moving toward the reactor. The Shadow was trying to figure out how to take down the support struts, whether his automatics would still work or if they'd be too affected by either the magnetism or the heat, which strut to take out first…

"They have to be taken down together," Octavius pronounced. "If not, it'll fall down away from the hole, and then we'll all be sunk…figuratively and literally."

"Get out of here, Doctor," The Shadow insisted, drawing his automatics and trying to hold them steady against the waves of magnetism that were getting stronger by the second.

"No!" Octavius howled back. "You get out of here!"

"I can do this!" The Shadow snapped, not in the mood to argue.

"This is my redemption!" Otto yelled over the still increasing din. "Understand?"

The Shadow paused. Yes. He understood redemption.

Two tentacles flashed over to The Shadow and tossed him clear of the magnetic field before the man could change his mind. Then, they held Octavius aloft and carried him underneath the struts.

"Good luck, Doctor," The Shadow said as the scientist left his sight.


Peter could see the mini-sun shift its position...and almost instantly felt the effects of that shift as the magnetic forces in the room pulled harder than ever on the metal wall. He nearly lost his footing, then turned his feet to get a better grip on the floor and gritted his teeth hard. Now he and MJ were two feet apart at most, and he was not at all sure he had the strength to continue holding up this wall if it shifted again.

MJ watched as his costume tore at the seams, revealing the bulging and straining muscles underneath, muscles that she still found unbelievable that Peter Parker could possibly have. He was shaking from the exertion, he was bleeding from cuts and scrapes obviously caused by those blasted tentacles, and yet the determination in his face had never been more focused. He was refusing to let go. And she was now certain she knew why. "I love you," she whispered. "And I know you love me."

"Yes," Peter responded through clenched teeth, trying to stay focused on the task at hand and not get carried away with the feelings racing through his soul. But boy, was it hard.


Otto Octavius was completely blind now from giving even the slightest glimpses at the searing white light from the inferno. But he didn't need to see to know what more needed to be done. The arms were showing him the pillars bent in increasingly precarious angles, but none of them torn enough to completely collapse. And he was running out of time to finish this thing before it finished him.

"I will not die a monster!" he vowed, then locked each tentacle onto the weakest spot on each platform leg and ordered them to finish the job.


Another shift in the field, another shift in the wall. Peter struggled to hold the wall up, not at all sure he had the strength to continue…

"Thank you," MJ whispered, realizing their end was near and she might never get another chance to ever express even the slightest hint of gratitude for him coming back for her, especially after what she'd put him through.

And at that moment, Peter's internal resolve hardened with a tenacity he never realized he had. Oh, no. This isn't the end. Not by a long shot. None of us are going to die here, not if I have anything to say about it…

MJ's eyes widened in disbelief as Peter grabbed two beams from the wall in his hands, let out a primal roar, and shoved the whole thing into the air, where the sinking magnetic field did the rest of the work of pulling it up and over their heads.

With his oversized burden now gone, Peter immediately started tossing wooden planks and other debris aside and helped MJ to her feet. He was giving her the once-over to make sure she wasn't injured when suddenly his spider-sense surged a warning about danger from the rear coming up fast. He looked behind him.

A rusted-out framework from a nearby silo was bouncing along the dock toward them, drawn by the still-strong magnetism of the collapsing fusion furnace.

MJ screamed.

Peter grabbed her around the waist, leapt into the air, and fired a web shot at a far-off crane.

The Shadow recovered his senses and hurled a nearby rope at the leaping webslinger.

Peter took advantage of MJ's death grip around his shoulders and contorted himself to grab the line for a split second, then hurl it like a slingshot toward the docks before letting the web line clear the young lovers from the dock just in time to escape a wave of metal objects racing toward them and diving into the East River to join the sinking mini-sun.

The Shadow let go of the line after its extended boost and stretched his arms as far as they would go, concentrating all his telekinetic energies on drawing a dangling cargo net near to him…

…and then impacting it hard.

He grabbed hold of the rope net and felt his shoulder jerk hard, then let go, landing atop a pile of commercial fishing nets. He'd had more pleasant landings, but any landing that didn't land him in the trauma ward these days was a good landing. He gave his triumph laugh, then looked up to check on his friends, and saw them sitting together in the middle of a giant spider web.

The Shadow considered his options, and decided to let them talk.

Peter and MJ were having the heart-to-heart talk they should have had a month earlier. "MJ," Peter said simply, "I love you. Always have, always will, but that isn't enough. This is why I can't let you into my life as Spiderman, and we both know that I can't give it up. I…" He swallowed his emotions to force himself to say the words that he knew he had to say, words that were heavier and harder to hold up than any collapsing building or barreling freight train. "…will always be Spiderman. You and I can never be."

MJ felt her heart sink. "So…what does that leave me with?"

"John Jameson," Peter answered. It was the hardest thing he had ever said. "He'll be there for you. He'll make it to dinner on time, he'll always see your plays, and he'll love you forever."

"I know, but…at the same time, I know that I love you more."

"But is that enough?" Peter asked.

"I…I don't know."

"What do you want?"

She couldn't answer.

And neither could he. Because the only answer he could give would destroy them both.


The Shadow was now atop the roof of the bridge of the ship he'd landed on, standing watch over the harbor, realizing that the talk above him wasn't going as well as he might have hoped. But it was probably going as well as could realistically have been expected.


MJ was wet, she was exhausted, she was bleeding, and she had ten cops aiming on her. "DO I LOOK ARMED AND DANGEROUS!" she roared at them.

Below her, John vaulted the railing at the end of the dock and leapt onto the tugboat's deck, then ran up the stairs toward her.

The pair met at the mid-staircase landing and John swept her into his arms. "Oh, my God," he said, his voice breaking, "are you all right? I thought I'd lost you forever...oh, God..." He kissed her passionately.

MJ let him kiss her for a moment, then looked over his shoulder out into the night...

...and into the far-off eyes of Peter, who was now sitting balanced on the arm of the crane, watching her with an expression filled with pain, heartbreak...and a sad-but-firm resolve.

Then he pulled his mask over his face once more, and she watched Spiderman dive off the crane, fire a web, and disappear into the night.

She buried her face in John's shoulder and broke down sobbing.


The Shadow kept watching as the sad scene played out before him…watching as Peter kissed her gently, watching as she was lowered by a webline to the crane's base, watching as John Jameson made it out of the first car, calling MJ's name and running to her "rescue".

And watching as Spiderman replaced his mask and swung away.

And at that moment, The Shadow realized that true to form, these sorts of things never ended well for superheroes. Which, in the end, was what he'd known all along.

Giving a resolute sigh, he climbed down from his perch and headed off to deal with a much more pressing issue.


Hours after she'd started this mission Sarah was still staring up at the only lit light in Osborn mansion…Harry's bedroom. She tilted her head further back, back, back, till she was looking behind herself. "Hi."

The Shadow resolved into visibility. "You are the only person in the city I can't sneak up on. I really can't express to you just how aggravating that is."

Sarah smiled merrily and looked him over. "So…not dead?"

"Not dead."

"No boom?"

"No boom today. Harry?"

"Hasn't moved from that room for hours now. No other lights, either. He hasn't tried to make any calls on any of the phone lines. I don't think he's in a talking mood tonight."

"He was pretty drunk when I left. With luck he's sleeping it off, and will think it was all a drunken hallucination in the morning."

Sarah was still staring at his clothes. Reaching out, she rubbed her palm against a spot on his coat, and it came away red. "You're bleeding."

"I've had worse."

"Let's go stitch you up."

The Shadow took another long look at the window. The phone lines were cut, the doors and windows under surveillance from a dozen agents in a half-dozen places, Harry was probably in a drunken stupor by now, and he needed to heal. "O.K."


Harry Osborn was still sitting in the ruins of his father's study, holding his father's dagger, struggling to think of a reason why he shouldn't be somehow joining his father in whatever afterlife there might or might not be.

What a fool he'd been. What a complete, total, utter fool he'd been. He'd let Otto Octavius use his rage and anger against Spiderman to trick him into giving that multi-armed lunatic the keys to destroy the world, or at least half the city, leading Harry to recklessly endanger OsCorp itself by diverting its priceless allotment of tritium for unauthorized use. Along the way, the monster Harry had unleashed had demolished buildings, killed people and wounded others, nearly wrecked a packed commuter train, and kidnapped the only woman he'd ever loved, Mary Jane Watson. And Ock's neatly and ruthlessly efficient execution of Harry's own orders had directly led Harry to the heart-wrenching discovery that Peter Parker, the only man he had ever been able to call "friend", was actually his sworn enemy, the murderer of his father, the physical embodiment of anti-Osborn force himself...Spiderman.

Now Harry had nothing. No money. No company. No loves. No friends. Nothing. He stared at the dagger, as he had for hours now, trying desperately to work up the courage to drive it into his stomach...or even to just slit his wrists...anything to end the pain he was now feeling. No amount of alcohol he'd consumed could numb him to the horror of what he'd done. No amount of alcohol could erase the image of seeing Peter Parker's face under Spiderman's mask. No amount of alcohol could take away the emptiness, loneliness, and despair in his soul...

A chilling wind swept through the study, and the door to the hallway creaked open.

Harry frowned. He was certain Bernard had closed that door when he'd left for the evening, but maybe it was still open from The Shadow's departure. "Hello?" he called out, getting up to stagger around the room.

A raspy, chilling laugh echoed in his ears.

"Who's there?" Harry demanded, feeling surrounded by the daggers and armor and ceremonial masks all over the walls of the study, as if they were all staring at him and mocking him and poised to attack him...

Son.

Harry whipped around. That was his father's voice, he knew it. But where...?

I'm here.

Harry suddenly found himself facing the mirror...and looking right into his father's eyes. "Dad?" he asked in a slurred and confused voice. "But I thought you were dead..."

No. I'm right here, where I've been all this time...inside of you. The image of Norman Osborn in the mirror--dressed in the dark green shirt and black slacks he'd had on the last time Harry had seen him alive--gave his son a warm smile, a smile Harry only ever saw in the deepest recesses of his own imagination. Now it's your turn. The smile vanished and Norman's expression turned harsh and snarling, the way it usually was in Harry's memories. You swore to make Spiderman pay? Now, make him pay.

Harry couldn't believe what he was hearing. This was a dream, or a hallucination, or maybe the first signs of the Osborn family insanity rising up inside him...this couldn't possibly be real. "No...Pete's my friend..."

And I'm your father. And just like that, the snarling anger turned back into a sympathetic smile. Now you know the truth, Harry. Now you know who Spiderman really is. Now you can have your revenge.

Harry backed away from the mirror. "No...I can't...I can't hurt Peter..."

The snarl returned. You're weak. You've always been weak. And you'll always be weak until you take control and take back what's rightfully yours. It's your destiny, Harry. Avenge me.

Harry shook his head. This was madness...he couldn't believe his mind was even thinking about going down this path after tonight, after seeing the horror of what his twisted revenge fantasy had wrought..."No..."

Avenge me! Norman's angry voice demanded.

"No!" Harry shouted as he hurled the dagger into the mirror.

The dagger crashed through the mirror and shattered it...revealing a dark, dusty passageway behind it.

Feeling somewhat like Alice through the Looking Glass, Harry cautiously crept into the antechamber...into a part of Osborn House he'd never seen.

The room was suffocatingly dirty, filled with cobwebs--how appropriate, Harry's unsettled brain noted--and looked like something out of one of those bad Halloween movies, where the boogieman was waiting around every corner...

...and that was when he ran headlong into the green metallic mask.

Harry jumped back in horror. That mask...he'd seen it before...that was the mask of the man who'd attacked him on the balcony in Times Square, the one the Bugle called "The Green Goblin". Disoriented, he tried to back away...

...and backed right into a chamber filled with metallic orange-colored spheres, just like the bombs the Goblin had thrown at the balcony two years ago.

No, this couldn't possibly be real. This wasn't happening. He had to get out of here. He kept trying to escape from this maze of madness...

...and triggered a light switch illuminating a rack of glowing green liquid-filled cylinders.

He picked one up and was horrified to realize it bore the OsCorp logo and a formula number...the same formula he'd seen in the notes about Mendel Stromm's failed performance enhancer experiment that had caused the disaster that had started his father's company on its downhill skid two years ago. No, this was not happening...

...and that was when he saw the rest of the skeletons in his father's closet. Or rather, the pieces of partially-constructed green metallic armor and the half-finished chassis for a one-man jet glider...practically the same armor and glider he'd first seen when the Goblin attacked the Unity Day festival years earlier...

Harry stood in the chamber and just stared slack-jawed in complete and total shock at the true nature of his destiny. My father, Harry thought. Green Goblin. My father was…powerful. My father was powerful.

And he laughed.


New York is often called the city that never sleeps, and quite a few denizens of the city did their best to uphold that reputation admirably. Stephen Cranston was one of them, his only rest during the night being an hour-long tumo shortly after getting home. Sarah had pestered him with questions all the way back, none of which he'd really wanted to answer, because the answers were just too damned depressing. After getting back to his condo, she had helped him stitch up the latest wounds, and by the time they were finished, it was past 0200, and both were exhausted. He told her he needed to tumo, and that she should get some sleep. She had actually listened to him for once and headed home, leaving him to complete the self-hypnotic healing spell. Now that he was too refreshed from the brief meditation session to sleep, and still thinking about Peter and MJ, Stephen headed out into the predawn, first to the Classic to meet the early edition deadline for a story he wasn't sure he wanted to write but knew was expected of him, then cruised on down to the waterfront.

There was no trace left of Octavius or his wild experiments, and the entire place had been cordoned off. Police were still trying to figure out why metal light poles were twisted and cars and boats scattered like a kid's toy box that had been dumped on the living room floor. He heard whispers and murmurings about The Shadow, Spiderman, and the like, but no sign of any multi-armed monsters surviving the collapse of a dying star.

Satisfied, Stephen headed for Osborn House to see how the surveillance was going there. He exchanged the code phrase with longtime agent Cliff Marsland, who updated that Osborn had finally gone upstairs to his own bedroom and all the lights were now out. Seeing that Stephen still looked really rough around the edges, Marsland offered his back seat to the exhausted agent.

Stephen couldn't think of a reason to say no, so he climbed into the car and was asleep almost as soon as he got horizontal.

The early dawn reflecting off the high-rise windows woke him up about two hours later. It took a moment for Stephen to get his bearings, then he turned to look into the rear view mirror at Marsland. "Any change?"

Marsland shook his head. "Butler came in about a half-hour ago, but he's been downstairs and the rest of the house is dark. This may be the single most boring surveillance assignment ever."

Stephen sighed. Probably still sleeping it off, he mused. "Keep watching till he leaves or noon, whichever comes first. If he hasn't tried to contact anyone by then, we'll assume he's not going to."

"Contact anyone about what?" Marsland fished.

Stephen smiled mysteriously and ignored the question. "Where can I get some coffee around here?"

Marsland pointed down the street. "Ton of street vendors around here. Bagels, coffee, newspapers, fruit stands--they all open pretty early."

"Thanks. Remember to report all findings, no matter how seemingly insignificant."

"You got it."

Stephen shook hands with his agent, then got out of the car and stretched tiredly. The wounds in his side made him wince again, but they'd heal soon enough. He headed off for a corner coffee stand.

About halfway to the coffee stand, he heard a familiar ditzy tone. "I know I have exact change here somewhere…normally I hate carrying around all those coins, but if I can get the right amount to pay for something then I don't have to worry about all the coins building up in my purse, so I count it very carefully…"

"Enough," Stephen told her as he arrived at her side. "It's much too early in the morning for you to be talking, let alone ditzing anyone, especially over something as trivial as exact change for a lunchwagon coffee." He turned to the vendor. "Two tall lattes with extra cream and two sugars. Make mine with espresso."

The man looked relieved and turned to make the beverages.

Sarah broke off the ditzy act and looked at him. "You look exhausted."

"Good morning to you, too." Stephen paid the vendor, then handed Sarah her coffee and escorted her away. "Have you eaten?"

"Not since sometime yesterday." She gestured toward a newsstand. "He sells excellent pastries. Really good this early in the morning. "

Stephen nodded and let Sarah lead the way.

"'morning, George," she said to the stand's proprietor.

"How ya' doin'," George answered back. "The usual?"

"Yep."

"Cinnamon roll and a Classic coming up. What can I get you, mister?"

Stephen raised an eyebrow at Sarah's "usual."

Sarah gave him a don't push your luck look.

"Apple Danish and a Post," Stephen answered.

The proprietor handed two takeout boxes and two newspapers over. "Who's paying?"

"Him," Sarah interjected.

Stephen rolled his eyes and handed over the money.

"Let's go find a park bench," Sarah suggested.

Stephen shook his head and followed her lead once more.


Meanwhile, Mary Jane Watson was still trying to decide which lead she wanted to follow.

She stood in front of the mirror in the cathedral's bridal chamber, trying to work up the courage to face almost 500 guests as well as her own destiny. This was it, the day she'd dreamed of all her life, the day every little girl's fantasy played out for real in her life. She was dressed in a snow-white silk gown, a flowing princess dress with a sweetheart neckline, billowing skirt, and five-foot train that her mother was busily poofing, primping, and smoothing. In mere moments, the organist would strike up the chords of Wagner's Bridal Chorus, everyone in the church would rise to their feet, and she would walk proudly down the aisle and stand before the priest, in front of God and everyone else, and marry...

...a man she didn't love.

She'd spent the better part of the seemingly endless night before trying to convince herself that she had to go through with it. After all, people did things every day that they really didn't want to do just because it was "the right thing to do"; she'd waited tables for over a year before she'd finally started to live her acting dream, and even then she did a lot of cheap commercials and print ads before she finally landed a real part in a real play. That was how she'd handle this; it would be just another part she'd have to play to make her way in life. She ought to be able to do that; after all, she was a professional actress. Besides, she'd managed to convince herself before that she was really in love with John, that she loved him enough to accept his proposal a month ago, that he was a good and honest and dependable and decent man...

...who didn't deserve to have a complete fraud perpetrated upon him. Because that was what this would be...a fraud. Because she didn't love John Jameson.

She loved Peter Parker.

She'd cried for hours after John had brought her home, until she literally had no tears left to cry. John had wanted to stay and comfort her, but she'd managed to convince him to go home because she "needed to be alone", when the real truth was that she didn't want to be alone but didn't want his arms wrapped around her. She wanted Peter's arms, those strong and heroic arms that had picked up and thrown a five-story building off of her, those agile and flexible arms that had caught her and her lunch tray in the high school cafeteria when she'd slipped on a puddle of spilled orange juice, those incredibly powerful-yet-gentle arms that had swept her off to safety again and again and again, all in the name of saving her miserable excuse for a life time and time again and giving her one more chance to live the life she'd supposedly always dreamed of.

But the life she really dreamed of was a life with Peter.

But…could she go through it all again? Would things be any different this time? Her head knew what she should do. But her heart did, too, and they were in violent disagreement. It all boiled down to one central question…

What did she want?


"'While it becomes obvious that Octavius was rebuilding his controversial nuclear fusion machine, the prototype of which had nearly killed over two dozen observers merely a month ago, with it destroyed and Octavius presumed dead and gone, all evidence is gone with it,'" Stephen read from the Post as he and Sarah shared a park bench and munched pastries. "'Perhaps this threat to the city alone was enough to draw the controversial webslinger out of retirement, but could there have been something more personal at work? The only component the mad scientist would have lacked being able to obtain through theft from commercial sources was the precious tritium fuel, provided before his fall from grace by ardent Spiderman hater Harry Osborn, acting CEO of OsCorp Industries. Could Osborn have sent the mad doctor to destroy Spiderman, using the tritium as a reward? And if he was involved, was he even aware of the lethal risk he was unleashing on New York?'" He looked up from the paper. "Not bad. I hope the Post has a good legal team, but very not-bad."

Sarah smiled and toasted him with her coffee cup. "You're not so bad yourself." She folded the Classic over and started reading. "'With the explosive power of the fusion machine unleashed, the returned hero Spiderman, taking the most dangerous of personal risks, challenged Octavius to single combat, making a passionate plea on behalf of his beloved New York City, finally separating the man from the monster. Octavius, horrified by the destructive power of his demon brain child, gave his life to drown the fireball before it could consume millions of lives, attaining his final redemption.'" She shook her head at Stephen. "Pure poetry. Working on your Pulitzer acceptance speech yet?"

"You got this out fast," Stephen observed. "You look too good to have pulled an all-nighter."

"I had most of it written last night during my stakeout on Osborn's house," Sarah confessed. "I didn't know that bit about Octavius destroying the machine, though."

He looked innocent. "Didn't I tell you?"

"You were pretty vague on a lot of the finer points. Wouldn't be trying to keep the opposition in the dark?" she teased lightly.

Stephen shrugged. "For all the good it did."

"So, that's it for Octavius. But what about Peter and MJ?"

"I really couldn't tell you. Last I saw of them, she was being whisked away in an ambulance, and Peter was web swinging in the opposite direction. The thing with

Ock brought back the whole 'You aren't safe around me' thing that Peter's had for like five years now."

Sarah shook her head in disgust. "Those two are infuriating. How can you stand the angst?"

Stephen cackled. "Are you kidding? If she turns out to be his long lost sister, this is better than Days of Our Lives will ever be!"

Sarah batted him hard across the arm.

"So," Stephen said with a sigh, "that's the end of that chapter."

"Not yet. The hero hasn't gotten the girl yet!" Sarah insisted.

"Sarah, this is reality! Sometimes it just doesn't work out. You can't really blame it on anyone…sometimes it just happens that way."

"Then answer me this: You let slip enough info about Peter's…lifestyle to May Parker so that she'd reach some conclusions about heroism, and tell Peter…"

"I wouldn't say that. It would certainly be hard to ascertain what exactly May Parker does know."

"My point, which you're doing your best to obscure, is that you let her make up her own mind about how she'd respond to Peter's role in the death of his loved ones, so why the Hell aren't you giving MJ your two cents about this whole mess? Are you really going to just stand back and let her do this? Why is Peter trying to practically force the entire burden of the choice on her?"

"I can't speak for Peter, but I'm staying out of it because I don't have to talk to her. She doesn't love Jameson, and she's a smart enough girl that she'll realize that before it's too late. Trust me--I have a finely-honed sense about these things."

Sarah stared blankly at him for a moment, then rubbed the bridge of her nose and spoke. "Listen, you Neanderthal, I'm going to start over entirely because that's how completely you've missed the point."

Stephen was a bit surprised by her vehemence on this. "O.K."

"She's hurt. You've gone and layered strategy on top of tactic but, as usual, you've overlooked a much simpler explanation."

"And that would be…?"

"She's hurt. Pure and simple. She's been driven away from the guy she loves, only to get together with him, lose him by degrees, be brought back, and then shoved away again for the third time! She's hurt, she's emotional, and she's gotten a more stable offer from a handsome, socially well-connected, famous astronaut. She is not going to change her mind unless somebody gives her a good reason to, because she's not going to want to be hurt again…"

Stephen's eyes widened. He quickly downed the last of his coffee and was moving for the street. "I can't believe that didn't occur to me. Come on! The wedding's in less than an hour."


As the organist struck up the chords to Wagner's Bridal Chorus, a congregation full of Manhattan's upper-middle-class elite, social climbing wannabes, and both Mary Jane Watson's and John Jameson's closest friends and family--including a surprisingly gregarious and happy-looking Harry Osborn--rose to their feet and turned to face the archway, awaiting the entrance of the bride.

And they waited.

And they waited.

And they still waited, even as J. Jonah Jameson was being restrained by his wife from rushing out into the aisle to go find out what was keeping that flaky actress chick.

And then, finally, someone came down the aisle. But it wasn't the bride.

It was her maid of honor, Louise, who was carrying a note that she ran up to the altar to deliver to John.

John opened the note...and all traces of a happy expression vanished as he read Mary Jane Watson's oh-so-appropriately addressed "Dear John" letter.

Jameson the elder picked up on Jameson the expression change and realized the implications immediately. "Call Debra," he whispered to his wife.

It took her a moment to realize who he meant. "The caterer?"

He nodded. "Tell her not to open the caviar."


Sarah and Stephen breezed into the church ten minutes later. The guest were milling around, talking animatedly, making their way into the reception hall.

"The wedding must be running late," Sarah said. "Luck works for us for a change."

"Or it was really quick," Stephen noted as they joined the crowd moving toward the food. "People are sure loading up on free booze…"

And that was when he heard it…an all-too-familiar hoarse cackle. With all The Shadow's intensity, he scanned the room with both his eyes and mind, trying to find the source.

And then he saw Harry Osborn, grinning wildly, over at the bar.

"O.K., new plan," he told Sarah. "You talk to MJ, I'll stay here and follow the possible homicidal maniac."

"Ah," Sarah said not-so-under-her-breath. "Must be Tuesday."

"You're too late," J. Jonah Jameson snapped at them as he passed, not even breaking stride. "She beat you to it and called it off."

Stephen sent Sarah a triumphant look. "And you mocked my finely-honed sense."

"Oh, shut up," she muttered. "I'm going to go see if I can find MJ."

"I wouldn't," Stephen grinned. "She'll be busy making up with Peter right now."

Sarah didn't miss a beat. "In that case I'll go see if there are prawns at the buffet table."

John Jameson came over. "You'd better hurry. The bridesmaids are fighting over the cake already."

"Can't have that, now, can we?" Sarah left them in peace.

John turned to Stephen. "You're Stephen Cranston, aren't you? My dad pointed you out on his way to the bar."

Stephen nodded. "Yeah. How are you holding up?"

John seemed tired, but calm. "Well, this is the second time I've proposed to MJ. Maybe by the third time we'll get to the vows. In the meantime, I'll be O.K. I got handed five phone numbers within twenty minutes of calling off the wedding. And I hear I'm not the first guy she's left in her wake. Harry Osborn showed up and started buying me drinks. Cackling all the while."

This set off alarm bells for Stephen and he began scanning for Harry again, hoping against hope that this was just some kind of mad hangover manifestation…

John was oblivious to the fact that he no longer had Stephen's attention. "Listen, you've known Peter for a while. I know that this is in no small part because of him. Harry agrees with me. So there's something I've got to know. MJ and Peter…"

This brought back Stephen's attention, who gave a light shadowy cackle before he could stop himself. "When Shakespeare wrote his romantic tragedies, he was writing about those two. But if you can get past the Montague and Capulet-esque quality of it all, I've never known two people to complete each other so much."

John thought about this for an endless moment. "O.K."

"You going to be all right?"

"I will be."

"O.K." They shook hands. "Best of luck to you."

"You, too." John headed back for the bar.

Stephen scanned the room again, but Harry was gone.

Sarah reappeared. "Free cake!" she said with a ditzy grin, handing him a foil covered plate identical to her own. "So what now?"

Stephen noticed J. Jonah Jameson muttering to some Bugle staffers and shooting Stephen an evil glare. "I have some unfinished business to take care of. Want to come watch?"


Peter sat on his bed, staring out the window of his penthouse, never feeling more alone in his entire life. It was a beautiful spring morning in Manhattan. Not too warm, not too cool, and not a cloud in the sky. It was the perfect day for a spring wedding. And right about now, one ought to be getting underway a few blocks from here. The woman he loved more than life itself, the woman he'd turned away because he loved her more than life itself, was...

...was...

...standing right behind me? He looked over his shoulder, unable to believe what the light tingling of his spider-sense was telling him.

And there before him, standing in his bedroom doorway, was Mary Jane Watson...hair disheveled, dress rumpled, holding a ragged bouquet of wilting flowers. She'd never looked more beautiful. And he'd never felt more taken aback. He wasn't sure how he'd found the focus to get to his feet, but somehow he'd done so and was now standing across the room from her, completely and utterly dumbfounded by the sight of an angel, an angel that he thought he would never see again.

She saw the confusion on his face and smiled, trying to act more casual than she felt. "I know what I want now," she said brightly.

Peter just stared at her. He'd dreamed a thousand dreams about her standing before him in white, about them pledging their lives and their everlasting love to each other...dreams he'd finally convinced himself that he'd have to give up in order to do the right thing and return to a life where great power went hand-in-hand with great responsibility. "Mary Jane...," he began.

She could see the turmoil in his thoughts reflected on his face and decided to immediately stake out her position on this subject. "Peter...I can't survive without you."

A million thoughts raced through his brain, and every one of them came back to the exact same words he finally managed to force out of his mouth as he crossed the room to stand before her. "You shouldn't be here..."

"I know why you think we can't be together," she interrupted. "But can't you respect me enough to let me make my own decision?" She felt the strong emotions she'd been fighting for hours bubbling up, emotions she'd been trying to hold in control all day, and she tried to get the words out before they overcame her. "I'm ready now. I'm ready to face all those risks that I thought I wasn't ready for before…and I want to face them with you! I love you."

"But is that enough?" he asked, knowing they'd been through the Love-Will-Keep-Us-Together stage before. He hated himself for bringing it up, but he could not let himself believe that she was really there for him. Nothing in his life ever worked out this easily.

"Truthfully?" she admitted. "I have no idea. And I know you think we've been down this road before. Trust me, I had this entire argument with myself last night. And a month ago, it wouldn't have been enough. It wouldn't have been close. But that was a month before…" She hesitated as the emotions rolled up inside her again, then got the words out. "…before I found out what life would really have been like without you. Before I saw the lengths you would go to protect me. Before I watched you do anything and everything you had to do to save lives, the lives of everyone around you, with little to no regard for your own. Because that's what you want out of life--to make a difference. To be responsible. To save lives." She put a hand on his cheek and caressed it lovingly. "Isn't it about time somebody saved your life?"

He felt his heart racing, his body quivering, and his soul about to burst with joy. Maybe there was a way to do the right thing in life without giving up the thing he wanted the most...his most precious dream of spending the rest of his life with the woman he loved...

"I know what I want now," she said. "Do you?"

He felt the goofiest smile spreading across his face as he said the only thing he could think of at that moment. "Oh, yeah..."

And with that, he took her face into his hands and joined her lips in an incredibly passionate kiss.


JJ came back from the chapel in a foul mood. He was always in a foul mood, but carrying himself with his usual poise through dealing with his heartbroken son, trying to ignore his very talkative, complaining wife, and his accountant telling him how little of the sunk costs could be salvaged, he didn't want to go home, so he went to the office.

Betty Brant tried to catch him at the door. "Mr Jameson, there are some men here to see you, and they insisted on waiting in your office."

"Fine, fine," Jameson blew past her into his office and froze in the doorway.

Stephen Cranston was sitting in his chair behind his desk. His uncle was right behind him on his right, Sarah right behind him on his left, and flanking them all on both sides were twelve men--six on each side of his desk, wearing identical black pinstriped suits, each with identical slicked hair, and bearing identical predatory expressions, half-surrounding his desk in a semicircle like a murder of crows.

"JJ!" Stephen announced jovially. "Hello! My uncle, his lawyers, and I were in the area, and we thought we'd drop in."

The nearest lawyer opened a thick file and began withdrawing documents. "This is a subpoena for all records pertaining to active stories defaming the characters of Spiderman, The Shadow, Peter Parker, and/or Stephen Cranston, in any combination thereof. This is an injunction issuing an immediate call for termination of publishing of any and all said stories relating to the previously stated parties. This is a summation of our impending lawsuit, charging defamation of character to Peter Parker. This is a summation of our impending lawsuit, charging defamation of character to Stephen Cranston. This is an official summation to answer charges of journalism fraud. This is…"

"…outrageous!" Jameson finished.

"JJ," Stephen explained as the documents were handed over. "We know you hate us. We know you can't fix us officially, so you're trying it this way. So here's the deal. You have two choices. One: You print an immediate retraction and apology and we make this go away. Two: We sue this office out from under you."

"I will not…," Jameson began.

"I'd hold off on expression of any reactions, Jonah," Victor warned. "I don't want to name names or anything, but it turns out you aren't quite as clean as you say with regards to 'not abusing your position as a journalist'."

"For instance," Stephen said as he turned to the lawyer to his left. "Gregory?"

Gregory withdrew a folded page from inside his jacket. "Yes, sir?"

"Mr. Jameson's cousin was busted five years ago for possession of cocaine possibly with intent to distribute. What's the typical sentence?"

"Two years jail and a heavy fine."

"And what did Mr. Jameson's cousin get?"

"30 days house arrest, two years probation, and $200 fine."

"Interesting. Also, I believe his sister got caught with a DWI about fourteen months ago. Blood alcohol percentage was well over the .08 legal limit. What's the usual result of such an arrest?"

"Loss of license, heavy fines, possible jail time."

"And what did sweet young Annie Jameson get?"

"Four points on her driving record and ordered to attend a drunk driving seminar."

"Curiouser and curiouser," Stephen mused.

"Now look!" Jameson erupted. "If you think that you can blackmail me…"

"Blackmail is such a charged word," Victor noted. "I prefer the term 'factual revelations'."

"JJ!" Stephen cackled. "Yours is my favorite! Greg, that road rage incident that made the papers four months ago…some guy stole a parking space and got thrashed to within an inch of his life?" He looked square at Jameson. "It was in all the papers except this one, and somehow, the perpetrator's name got lost in the shuffle. In any case, what's the usual charge?"

Greg consulted his notes. "Loss of license, immediate psychiatric counselling, reparations paid, and up to six months jail time."

Stephen never took his eyes off the suddenly silent Jameson. "And what did this perp get?"

"He paid the hospital bills, accepted a loss of license for eight months, and settled with the victim's family. The case never made it to court."

"More interesting still, Mr. Jameson's private account suffered a heavy withdrawal around the same time," a second lawyer noted.

"The assistant D.A. is an old drinking buddy of yours, isn't he, Jonah?" Victor interjected.

"You can't tie that to me," Jameson said. "I'm not intimidated by this."

"Accusations are enough to turn a man into a monster, JJ--you showed me that," Stephen spat. "I can make this all go away."

"If you think for one second that this is going to keep me from exposing Spiderman…"

Stephen laughed. "JJ, Spiderman is a hero. New York knows it, because I tell them so. You want to try and change their mind, that's your choice. Pay your money and take your shot, and we'll see who comes out on top." Stephen's voice turned deadly. "But if I ever hear the words 'Peter Parker', 'Stephen Cranston', and 'criminal activity' in the same sentence anywhere coming from this building, there is no measure to how fast I will shut this place down. Understand?"

If looks could kill, Stephen Cranston and the wall behind him would have melted spontaneously right then. But for once, Jameson didn't say anything.

Stephen looked to his lawyers. "He understands. We're done here."

The suits picked up the documents, calmly put them away, and filed out of the room.

"Oh, JJ…," Victor noted, "for what it's worth, the Justice Department has now closed their investigations into the 'threats' made by a pair of Classic reporters and officially put you on their 'loony list'. Enjoy." He gave a nod to Stephen, and the two of then walked out the door together.

Sarah started to follow, then turned back. "I don't get it, JJ. Why do you hate them so much?"

"Because the world has rules," Jameson pronounced. "And those rules are designed to keep us safe. People like Spiderman and The Shadow laugh in the face of those rules and actively encourage the city to take up arms and commit violence against those they feel have wronged them. It flies in the face of everything this country was built on."

"The world was different then," Sarah said softly, turning to go.

"Now you," JJ called.

Sarah turned back. "What?"

"Why do you love them so much?"

Sarah smiled. "Because they stand on the rooftops, and they look over the city, and they say, 'Nothing's going to hurt you tonight. Not if I can help it.' And in return for laying their lives on the line day after day, they get people like you calling them evil, they get injuries they have to heal themselves, they get secrets they can't tell anyone, long hours, dangerous days, and no recognition. Look down on them if you like, JJ, but the world needs heroes like them. Always will."

For once, JJ didn't have a smart remark.

She put a foil-wrapped plate on his desk. "Have some cake. You paid for it, after all." She gave one last smile, then left.

JJ went over to his desk, looked around at his Pulitzers…his framed headlines…his pictures of his wife and son… the cake wrapped in foil on his desk.

Sighing, he took a bite. It tasted good. At least one thing was going right today. Which reminded him…what was going to be the headline for the late edition today? "Robbie! Get in here."


Sarah climbed into the cab with Stephen and Moe. "So," the cabbie said as he pulled away from the curb, "I take it the visit went well?"

Stephen smiled. "Once again, we've saved civilization as we know it. And the good news is they're not going to prosecute."

Sarah smiled at him. "Good day."

Just then, two cop cars, a fire truck, and a helicopter screamed past, sirens and rotors roaring down the street and overhead.

"And it's not over yet," Stephen told her, already reaching down for a hidden drawer.

"Boss!" Moe shouted as he slammed on the brakes.

Stephen recovered his balance in the back seat, then looked where Moe was pointing.

Spiderman was soaring through the sky on a web line, shouting "Woo-Hoo!" as he joined in the chase overhead.

Sarah smiled at Stephen. "Looks like this is my stop." She got out of the cab and joined the onlookers in their cheers at seeing their long-missing web-slinging hero in action once more.

Stephen gave a broad smile. "Step on it, Shrevnitz."

The cab sped off down the street as a shadowy laugh trailed after it on the wind.

THE END