The Darkness Inside

A Shadow/Spider-Man Crossover by Stephensmat and Scarlet


(Authors' Note: This story is set in the Stephensmat/Scarlet crossover universe featuring Stephen Cranston, grandson of Lamont Cranston as The Shadow and the movie version of Peter Parker as Spider-Man, and is primarily framed around the 2007 film Spider-Man 3. Due to the character insertions, and the history of the characters, there are some AU elements, but obviously, neither of us owns any character or concept written about here. Enjoy, and please review…S&S)


Peter stood watching the video images on one of Times Square's Jumbotron, a mini-movie of Spider-Man swinging across Manhattan. It really was amazing to see himself this way, almost like an out-of-body experience. Of course, he knew what he was watching wasn't actually him, it was CGI designed to look like him, but it was still pretty cool. The kids by his side were going "Woo!" and "Whoa!" and "Wicked!" as their hero flew from scene to scene.

The featurette ended with a shot of Spider-Man swinging straight into the "main camera", followed by a smash-cut to a light blue screen with red lettering, a declaration of "NY Hearts Spider-Man", part of a week-long celebration of the masked arachno-human's crime-fighting career that was due to culminate in a "Key To The City" ceremony.

The kids turned away and started to walk off.

"Hang around a few minutes," Peter called after them. "It's about to start again!"

"Nah," the kids said, heading off to wherever they were supposed to be heading off to.

Peter gave a laugh, and then returned to staring at the screen. This was so cool. It was amazing that in just a few short years, he'd gone from public enemy #1 to World's Greatest Superhero. This rocked. It felt good to finally be the coolest kid in town.

"Spider-Man, Spider-Man…does whatever a spider can," a familiar voice approached him from behind, singing the silly busker's song in a minor key.

Peter rolled his eyes and looked behind him at the approach of his partner, Stephen Cranston. "You're just jealous 'cause nobody's written a song for you," he replied.

Stephen Cranston joined Peter in looking up at the Jumbotron. "In the 1930s, one radio station here in town used a segment from Opus 31 of Saint-Saëns' 'Le Rouet d'Omphale' whenever they introduced news stories about The Shadow. Unfortunately, it's not a catchy tune and doesn't make a good sound-chip in a kid's toy."

Peter looked at Stephen and raised an eyebrow. "You are jealous."

Stephen gave a slightly shadowy chuckle. "Hardly. Would I have arranged all of this if I were?"

"I dunno…you do some pretty freaky things…"

"True enough." Stephen gave another shadowy chuckle. "Seriously, I'm proud of you, Peter. You've come a long way from that skinny 17-year-old spider-bit nerd you told me you used to be. Congratulations."

Peter laughed at the odd compliment as the two men shook hands.

"So," Stephen said in a change of subject, "I thought you had an afternoon class. At least, that's the excuse you gave me to get out of The Sanctum."

"I do," Peter said, checking his watch. "Classical Mechanics, with Connors."

"And Gwen Stacy."

Peter rolled his eyes. "You might have warned me before we got assigned as lab partners that physics is her weakest subject."

"Why should I warn you? She never told me."

"Yeah, but The Shadow is supposed to know these things."

"That's why I have agents. They find these things out for me." He reached into an inside pocket in his suitcoat and flipped open the black case for his newest toy--a custom-designed PocketPC phone with dual SIM cards for both Stephen Cranston's casual cell calls and The Shadow's mobile communications and call encryption that could be enabled at the flick of a switch--and checked his schedule. "Don't forget MJ's play tonight," he said.

Peter looked annoyed. "No way I'm missing this. I've been at every preview show and haven't been late once yet…"

Stephen laughed again. "That wasn't for you. That was a note from Chloe officially putting it on my calendar so I'll get a reminder buzz to make sure I get there on time." He checked his phone messages quickly, since he'd been ignoring calls in the Sanctum, part of his ongoing effort to separate the duties of being both Cranston Industries' CEO and the Master of Darkness who was a different sort of CEO. "And there's a phone message from Sarah, probably reminding me of the same thing." Then he checked his watch. "That said, you'll be in trouble if you have to stay late in lecture this afternoon because you didn't make it to class on time…"

"I hear ya," Peter laughed, getting on his moped and pulling on his helmet. "See you tonight?"

"Count on it," Stephen said with a smile, crossing the street to climb into Moe Shrevnitz's waiting cab.


Classical Mechanics was one of Peter's favorite physics subjects. The whole notion of "everything happens for a reason" was one that Peter had always heard growing up and had tried as hard as he could to live by as Spider-Man; the idea that the vagaries he'd heard as a child had actual uses in scientific study was oddly reassuring, even if it did make for sometimes dull lectures, like the one Dr. Connors was giving today. Peter's mind kept drifting to the sound of Mary Jane's beautiful singing voice in the opening number of Manhattan Memories, the "new" musical with a fairly thin plot used to string together a few dozen 30s and 40s era standards, so any other distractions were only going to make the matter worse…

…like the spitball one of the more immature students in the back row had shot into the back of his head.

Peter frowned. There were times he realized that it had been beneficial not to go straight into grad school after getting his bachelor's degree, and students like Damon Nelson only made that more obvious. This was stupid grade-school stuff, and Peter had never enjoyed being the target of those kinds of pranks throughout his public school education. He gave the guy behind him a dirty look, then turned back to the front…

…just in time to hear Dr. Connors reach the first moment of classroom interaction in the lecture. Peter gave a glance at his watch. Thirty-two minutes in, he mentally noted with a wry smile. That's got to be a record for the longest mathematical babbling in history.

"The Hamiltonian shows us that the energy levels are perturbed by the electric field," Connors said as he tapped each section of the matrix he'd written on the board. "From the form of this matrix, we can see…" He turned to face his students and wasn't at all surprised that there were only two hands up, and one of them was Peter's. The student he'd once described as "brilliant but lazy" during his undergrad days had completely changed his attitude and behavior since he'd come back to work on his Master's…he was still brilliant, but the term "lazy" didn't even come close to fitting any more. Some days in this class, it was almost as if the pair were having a one-on-one session, because nobody else ever wanted to respond.

But this time there was another hand up, and Connors liked encouraging diversity in student interaction. "Miss Stacy!" he said, pointing to her.

Gwen hesitated over her answer, then finally said it. "That only the m-equals-zero quantum states are affected."

Connors nodded his approval. "Excellent! Good work, Miss Stacy."

Gwen giggled, excited that she was finally figuring some of this more complicated stuff out. Thank goodness for her lab partner, who could probably do this stuff in his sleep. She turned around and gave a grin to Peter.

Peter grinned back and gave her a "thumbs up".

And as he did, another immature grad student in the front row angled a mirror to blind his left eye.

Peter instinctively put up his hand to block the light.

"You have something to add, Mr. Parker?" Connors asked in response to the raised hand.

Peter held back on shooting either a death glare or a strand of webbing at the annoying tormentor, then gave a polite smile and shook his head at Dr. Connors. "No, sir."

Connors gave a sigh. Maybe he should turn this into a one-on-one or two-on-one study group. It would at least keep his best students from being looked at as "teacher's pets" and tormented appropriately. Or maybe he could see if he could find a way to more safely recreate that lizard-thing he'd turned into earlier this year and beat some sense into the rest of the lazy bums.

Then he decided that nothing about that incident was anything he had any desire to repeat, so he merely shrugged and returned to the lecture.


That night, Stephen Cranston, now dressed to the nines in an understated black tuxedo, knocked on Sarah Branson's rowhouse door.

Sarah answered. "You're on time. Color me shocked."

Stephen gave a chuckle. "Well, it's not like I haven't had enough reminder alarms today." Then he looked her over. "You look fantastic."

Sarah looked at her formal dress, some hideous thing she'd once worn as a bridesmaid in a wedding, hoping it would be appropriate since she'd never been to a real Broadway opening night before. "It's not too much?"

"It's perfect." Stephen gave her a kiss on the cheek, then handed her the corsage he'd bought her.

Sarah laughed. "Wow, I didn't realize we were going to the prom."

"All those formals blend together in my head." He pinned it to her dress, once more admiring how she looked in it. "Ready?"

Sarah fished her keys out of her clutch purse and stepped outside onto the front stoop. She quickly locked the door, then offered Stephen her arm. "Ready."

Stephen escorted her down the stairs to his waiting limousine.

"No cab?" Sarah observed.

Stephen shook his head. "It's Moe's night off. Mine, too."

Sarah rolled her eyes. "At least I know you're not planning to go blow up a meth lab at intermission," she noted as she got into the limo.

"Don't be silly," he said as he joined her in the back seat. "That was last night."

The two of them laughed as the chauffeur closed the door.


Peter stepped up to the box office "Will Call" window at the Broadhurst Theatre, feeling more nervous about this moment than he ever had fighting supervillains. "I'm Peter Parker," he said to the clerk. "Miss Watson…she's in the show…she said she was leaving a ticket for me."

The woman flipped open a pouch of preprinted tickets in envelopes and found the one marked "Watson guest--Peter Parker". She handed him the envelope.

Peter smiled his thanks and headed inside.


Sarah took a seat in a private box in the balcony of the Broadhurst Theatre that Stephen had led them to. "Wow," she said. "Who did you have to kill to get these seats?"

"Victor," Stephen noted with a wry grimace. "These were his. Actually, they were Granddaddy's, and Victor inherited them. I've used them a handful of times, usually to impress chicks."

"Of course you have," Sarah replied, trying to appear unimpressed. "Great seats, though. Great view of the whole stage. Of course, you need opera glasses to get close-ups…"

Stephen placed a pair of opera glasses in her lap.

"Aha. Grandma's?"

"Yes." Stephen pulled his own out of his pocket. "Genuine antiques. So don't break them."

"Your faith in me is most reassuring." She glanced through them toward the entrances to confirm what her clairvoyance was telling her. "Hey, Peter's on time for once. What, did you bribe the local crime bosses to take the night off?"

"I did no such thing. Peter's becoming respectably punctual these days."

"Yeah, I give that about a week before some supervillain rears his ugly head and decides to make us all miserable again."

"You're becoming cynical, Miss Branson."

"No, merely more suspicious." She hesitated, then decided to bring up something that had been bothering her for weeks now. "He does know you're seeing his girlfriend, right?"

Stephen froze. "How do you know about that?"

She merely looked at him, as if the answer should be obvious.

He frowned. "I thought I told you to stop being a clairvoyant peeping tom."

She shrugged, trying not to betray jealousy. "Personally, I don't care, but Peter might, and he's a lot stronger than you."

Stephen's mind simply went blank, and Sarah frowned. He was keeping her out. He was quite dramatically keeping her out, blocking her clairvoyance and latent telepathy in ways he hadn't done before his latest trip to the temple. That made her look at him even more oddly. "What?" she finally asked in a voice barely above a whisper. "What is going on that you can't tell me? I already know she's doing some of the grunt work Victor used to do--not that I'm upset about that or anything--but that can't be all of it or you wouldn't be putting up walls like this. What is going on?"

"Look…there are things...that I don't tell anyone. Sometimes I have to give an agent an assignment that I wish I didn't have to give. MJ is…uniquely qualified for this, and I'm working with her closely to...prepare her for this mission. So please stop peeking in on us. This assignment is so important that I don't want to jeopardize it in any way."

She took a moment to decide if he was really serious, then decided to give him the benefit of the doubt. "O.K.," she finally said. "Just make sure no one else catches you. You never know who else might be watching."

Stephen looked across the theatre and frowned at what he saw in his opera glasses. "Speaking of watching…"

Sarah looked up and followed his gaze with her own glasses. "Oh, joy. Look who's back in town."


The figure The Shadow and his clairvoyant agent were observing was Harry Osborn, freshly back from England after enrolling in Oxford to pursue a degree in chemistry, with additional classes in aeronautics. Harry was a pretty bad student, but he was also a desperate man who truly wanted to understand what his true mission in life was--a discovery he'd made after finding out that his best friend, Peter Parker, was his father's murderer. Norman Osborn had ordered Harry to avenge his death, and had even left the means for Harry to do so--the OsCorp performance enhancement formula, pumpkin bombs, glider parts, a massive hidden cache of funds, etc. As insane as following orders from a ghost/memory/vision was, Harry was determined to do so, no matter how long it took him to do it.

But for now, he was more interested in seeing what "The Bug" was up to these days. So he'd come to opening night of Mary Jane Watson's latest attempt at acting, Manhattan Memories, on the off-chance that he might see Peter there. If he did, all the better, as he could then get a handle on what Peter was doing these days. If he didn't, well, that wasn't necessarily bad news, as it meant he could enjoy watching the beautiful Mary Jane perform without having to think about the fact that she was just another reminder of how much Peter Parker had stolen from him.

So, he picked up his opera glasses and searched the theatre for his prey…which had just taken a seat front and center.

Harry smiled. This might be an entertaining night after all.


Peter quickly settled into his front-row seat, feeling himself about to burst with pride over Mary Jane's Broadway debut. He was giggling giddily and smiling the most goofy smile he'd ever shown anyone, even when two well-dressed and slightly overweight older men took seats on either side of him. He imagined they were theatre critics, and he just knew they'd be completely taken by his love's performance. How could they not be? Peter himself was.

"I'm so excited," he finally said aloud to no one in particular.

The two men merely grunted at him as the lights went down.


Standing atop the midnight blue set as the curtains parted was Mary Jane Watson, dressed in a long, flowing silver-white gown, hair piled atop her head and held into place with jeweled hairpins and a beautiful silk and rhinestone white flower. Stars twinkled all around her.

Actually, she wasn't standing atop the set. She was standing on a tiny step at the top of a long, spiraling staircase that was painted the same shade of midnight blue, with tiny twinkling lights on the edges to alert her to where the next step was. The addition of the lights on the steps were a "suggestion" from Stephen to the producers after she'd complained to him about not being able to see the steps when the stage lights were on; MJ did not even want to know which one of the producers he'd scared half to death to get the man to put the lights there, but suddenly in rehearsal one day, there they were, with the director questioning their presence and the producers explaining that they didn't want an insurance issue with an unsafe stage set. Peter had helped her figure out how to properly balance on the steps as well, and she'd practiced the maneuvers enough to hopefully be able to execute them tonight in front of an opening night audience.

The orchestra started playing, and Mary Jane took a deep breath and steadied herself, then turned her gaze to the audience and began singing.

They say that falling in love is wonderful,

Wonderful, so they say.

The walk down the staircase was long, and some of her fears came back to her.

Then she located Peter in the front row with her eyes and steadied herself again, looking at him lovingly as she continued her descent.

And with a moon up above it's wonderful,

Wonderful, so they tell me…

As she reached the platform midway down the staircase, she noticed that Peter was mouthing the words along with her. How sweet.

She took a quick breath and then let her voice swell into the next lines.

I can't recall who said it--

I know I never read it--

I only know that falling in love is grand…

She felt more confident now that she was on the platform, and hoped that she was projecting enough to be heard. Peter had more than once said that the acoustics in the place weren't the best, but she couldn't tell if that was just Peter the science geek talking or a warning that she needed to be singing louder. Hopefully it was just the former, because now the song was winding down into its quieter moments.

And the thing that's known as romance is wonderful…

Wonderful in every way…

So they say.


Eager to get backstage to greet MJ, Peter made his way outside to the stage door, listening carefully to the audience's comments as he went.

"I liked it," one girl commented.

"It was…good," another agreed.

Peter was not fond of the lack of enthusiasm, but he attributed that to the extremely thin book that bound these old songs together. MJ had been fabulous, and that was all that mattered…to him, anyway.

Once outside, his spider-sense gave a light tingle. Hoping it was just a pickpocket nearby, Peter made sure to button his suit jacket and gave a look around…

…and saw Harry Osborn approaching a limousine.

Peter was stunned to see Harry back in town so soon; it was just a few months ago that Sarah Branson had found out where he was and what he was doing, and just days since The Shadow's network had confirmed that Harry had left Oxford and was on his way back to Manhattan. Peter was hoping against hope that Harry had given up this insane quest to avenge his father's death and had decided science was really not something he wanted to pursue, so he called out Harry's name.

Harry didn't turn around.

Peter called him again, knowing Harry had heard him and, reading cues from the other man's body language, was now merely ignoring him.

Harry put his hand on the open door of his limousine and turned to face Peter.

The two men stared at each other for a long moment--Harry's gaze cold and angry, Peter's hopeful yet frustrated.

"Harry, we need to talk," Peter began. "You need to let me explain. You need to hear the truth."

Harry wanted to laugh in Peter's face. He also wanted to slit the bastard's throat. Instead, he did neither. "Tell it to my father," he said instead. "Go raise him from the dead and explain it to him." He climbed into the back of the limo.

"Harry, I loved your father," Peter said mournfully. That part was true, as bizarre as it sounded--bioengineer and aeronautic specialist Dr. Norman Osborn had been a great inspiration to young science geek Peter Parker and had treated him quite well indeed. Of course, Norman's alter ego, The Green Goblin, had also spent much of his time trying to kill Peter's alter ego as well, but there was no sense in rehashing that right now if Harry wasn't even going to give him the time of day.

Harry's driver closed the door to the limo, gave Peter a pitying glance--as if in recognition that his employer had indeed gone off the deep end and now there was no reasoning with the man--and dutifully drove the limousine away.

Peter gave a hard sigh in frustration.

"You never know who'll you'll run into at these things," a familiar voice said inside his ears.

Peter turned around and was grateful to see Stephen and Sarah approaching. "I didn't even see you guys," he said with a smile. "Where were you?"

"In one of the private boxes," Stephen answered. "You had a great seat, though."

Peter laughed. "Yeah, front and center. I could spend the rest of my life watching her like that."

Sarah smiled. "Young love. How romantic."

Stephen rolled his eyes. "Come on, let's go tell the star how much we liked it."

Peter gestured with his head. "Follow me."


Backstage in her dressing room, MJ was downing a much-needed glass of water when she heard Peter call her name. She turned to see him giving her a "thumbs-up" and a goofy grin. She bounced up and down happily and ran toward him.

Peter met her in front of the dressing room door and gave her a tight hug, lifting her off the floor and spinning her around happily. "Congratulations!"

It took her a second to get her bearings back as he set her down--Peter was so excited he'd put spider-strength into that spin that was way too fast for a mere mortal--and put her hands on his shoulders to steady herself. "Was I good?"

"Good?" Peter said incredulously. "You were great! You were…" He was trying frantically to come up with a word that could encompass his feelings for her that didn't come out like awesomefantasticwickedamazingwowwhatahotbabeyouare.

"You said 'great'," MJ reminded him, as if she were afraid he was going to lower his rating. Then she noticed his companions. "You made it!" she said excitedly, giving Sarah an air kiss and Stephen a full-on hug.

Stephen let her go, not wanting to give Peter any reason to question her enthusiasm. "Congratulations, gorgeous," he said with a smile.

"You were so good," Sarah added.

"She was great," Peter corrected, somewhat offended that Sarah wouldn't pick a high enough compliment to ease MJ's fears.

MJ gestured for them all to come into her dressing room.

"Wow, your own dressing room," Sarah remarked. "How cool is that?"

"I know--isn't it?" MJ replied with a giggle. Then she gestured at the small glass sphere on her makeup table, filled with her favorite spring flowers. "The flowers are beautiful, Peter." She pointed to another arrangement. "And Stephen, thanks so much for these."

Peter noticed that Stephen's bouquet was essentially a larger version of his own, in an elegant lead crystal vase. Well, he's a gazillionaire; he can afford such things, he thought wryly. Then, he noticed the other bouquet.

It would have been hard to miss. The thing was three times the size of Stephen's, and wouldn't have looked out of place as a casket spread at a funeral. Must be from Harry, he thought, trying not to let that thought piss him off in the light of their encounter earlier.

"These are from Harry," MJ confirmed, almost as if she were ashamed to admit such.

Peter tried not to react. Figures. Next she'll say she saw him in the audience and was singing to him, too.

"I didn't see him in the audience," she said, confirming that she had at least looked for him. "Was he here?"

"He was in a box across the way," Stephen said. "Has he..." Stephen then stopped himself from speaking aloud for the moment as he gazed at the mass of flowers Harry had sent, looking for anything that might be out of place. "...approached you?" he finally said to finish the out-loud query.

Peter blinked and looked over. Stephen was studying the flowers from Harry with the intensity of The Shadow looking for hidden microphones, but hadn't resorted to thought-speech to complete the question. Nobody in the room could thought-speak in return, of course, but that had never stopped Stephen before; if he really wanted an answer to an unspoken question, he could just force his way into somebody's brain and get that answer. This wasn't The Shadow checking out what could be a dangerous delivery. It was almost as if Stephen Cranston was jealous that he'd been one-upped by another man.

"No." MJ said. "He might call later."

"Was that the note he left on the bouquet card?" Sarah responded, her tone sarcastic.

MJ gave a "Sh-h" that almost sounded like a serpent's warning #hiss# in response.

Peter turned to the bouquet and finally noticed the same thing Stephen had likely been searching for: The cardholder on the gigantic spread, which was empty. So while Stephen and MJ might have something going on, Harry Osborn had come back into town and made his first attack on Spider-Man by sending Mary Jane Watson a floral shop and a promise to call, and MJ had actually been looking for him in the audience, which put a damper on the feelings he'd had about watching her singing to him. After all, it wasn't like MJ didn't know that Harry blamed Peter for Norman's death and had sworn to kill him. Loyalty would have been nice.

And then Peter saw the embarrassment on MJ's face from having the contents of Harry's card found out, and he began to calm down. After all, MJ was the kind of person who had learned from life with her alcoholic father that sometimes, in order to appease a monster, you had to forget what made him so monstrous in the first place. Besides, he'd won the war for MJ's hand, and that was all that really mattered.

Sure enough, MJ was now back to begging for affirmation from the loved ones in her life as she turned to Peter and gripped his hands tightly. "Was I really great? I was so scared…my knees were shaking."

"Your knees were fine," Peter reassured.

"And you looked fantastic," Stephen interjected.

"And you're a lot braver than I am," Sarah added, "because I just know I'd have taken a full header off of that staircase and ended up in the orchestra pit."

"Thanks." Then worry crossed MJ's face. "The applause wasn't very loud."

No, it hadn't been; Peter had more than once during the performance cursed the sound engineer for how badly the stage mikes had been placed, because he knew how bad the acoustics were and the lack of microphones near the top of the stage where MJ started her performance made her voice sound thin and reedy. But rather than blame the sound engineer for the lack of applause, he decided to try an alternate explanation. "It was fine," he said. "It's the acoustics. It's all about diffusion, which keeps sound waves from grouping, and flutter and nulls and hot spots…"

"You are such a nerd," MJ said with a laugh.

Peter smiled. Even an insult sounded great from her lips.

"Come on, sweetheart," Sarah said to Stephen. "Let's leave these kids alone."

Stephen grimaced at the endearment/insult, then gave Peter a handshake and pat on the back and MJ a quick hug. "Congratulations," he said. "Now, go out and celebrate."

"Thanks for the permission," Peter said wryly.

Stephen and Sarah gave them both a salute and left.

MJ turned her attention back to Peter and was practically bouncing with happiness. "You heard the man," she said. "Let's go celebrate!"

Time alone with MJ was celebration enough for him, Peter decided. "Get changed." He whispered in her ear. "And meet me on the roof."

MJ shivered.


"Coffee?" Stephen offered.

"That'd be nice," Sarah agreed.

Stephen snapped his fingers, and seemingly out of nowhere his limo pulled up to the curb. The driver was soon out and opening the door, while Stephen offered his hand to assist Sarah in climbing in the luxurious automobile's rear compartment.

"It's Harry, isn't it?" she asked suddenly as he joined her in the limo. "That's the mission you're training MJ for."

Stephen grimaced but gave a nod of agreement to keep her from exploring his connection with MJ too much. "One of them."

"And that's why it has to be secret. Because Peter would explode if he found out."

"Would you rather I asked you to do it, sweetheart?" Stephen repeated her endearment teasingly.

Sarah blushed. "I'm in there listening to those two writing their own Hallmark cards, secure in the knowledge that I've got news story notes waiting for me..."

"Getting lonely?"

"No, I'm too busy to be lonely." She suddenly realized what she said and grinned at him.

"Welcome to the club," Stephen grinned back. "That's what happens when you start doing well at your job. Come talk to me when you have no life at all."

"Well hold on, that's not fair. Peter and MJ are good at their jobs. They've got each other too."

"I give that another week at most before their façade collapses," Stephen stated firmly. "They're too busy right now to ask questions about where their relationship is really going." He glanced at the bucket that the driver had positioned in the rear compartment, filled with ice water and the most expensive champagne that actually tasted good. "Meanwhile, can I interest you in a glass of bubbly on the ride home?"

Sarah relaxed her own façade and smiled at Stephen. "I'd love one."


A half-hour later, Peter and MJ were in the Palisades, away from the city's bright lights, watching the stars from a gigantic spider web strung between two trees. The two of them were lying side-by-side in the makeshift hammock, arms behind their heads, enjoying Mother Nature's light show, made especially bright tonight by a meteor shower raining down on the city tonight.

"Wow," MJ said as one particularly bright one crossed their path.

"Did you see that one?" Peter replied as another one flew through the midnight blue sky.

For a moment, they both lay quietly in the hammock, still watching the view. It was such a refreshing change of pace from what they'd been through over the past couple of years. MJ fingered the gold locket on her neck, a gift from Stephen to replace a less expensive one that Peter had given her. She'd felt horrible about breaking it during a runway show where she was constantly changing clothes backstage, getting it caught in a fancy dress during one hectic changeover, and Stephen had not only gone out and gotten a replacement, he'd upgraded it significantly to one of the new trendy Jennifer Meyer lockets that were so in demand in fashion these days. He'd even replaced the two tiny photos of Peter and MJ inside of it with identical photos printed on thin sheets of gold, carefully mounted inside. The fact that someone she'd once viewed with such distrust had done this for her and never asked for anything at all in return was helping her come to terms with how she viewed men in general. It had helped her feel less needy and clingy around Peter, and for that she'd be forever grateful.

Still, though, Peter tended to forget that MJ couldn't read his mind and couldn't hear his thoughts saying how much he loved her, even when it was clearly showing in his eyes, his touch, his actions. "You know," she said, trying to find a way to prompt him into a love expression, "I think I'd like to spend the rest of my life singing onstage, with you in the front row."

He turned his head toward her and smiled. "I'll be there," he promised.

She felt the warmth he was expressing, but it still wasn't quite enough. So, she tried again. "Tell me again how much you love me."

He turned his whole body toward her this time. "I love you…so very much."

MJ smiled broadly. She really needed to hear that.

Peter put his hand behind her head and held it gently as he moved in for a kiss.

The two of them locked lips and embraced each other, completely oblivious to the world around them…


What had at one point been Norman Osborn's secret stash of Goblin uniform parts, glider pieces, and pumpkin bombs inside the catacombs of Osborn House was now Harry Osborn's secret laboratory. Harry had put his Oxford training to good use, turning the pieces of his father's glider into a much more streamlined flying machine, a snowboard-type platform he'd dubbed the Sky Stick. The device was half the size of his father's vehicle but a lot more powerful, with even stronger weaponry built into it, with pods of pumpkin bombs accessible through foot pedal switches as he flew along. He'd also spent a lot of time tailoring the goblin armor for himself, since he was much taller than his father. While he was at it, he made it a darker shade of green to look more menacing --green was still cool, but not dayglo Power Ranger green.

But the piece of equipment that had taken the most time to build was the gas chamber.

Most of Mendel Stromm's notes were destroyed when the original machine itself was destroyed, and Harry had been forced to dig through old archive files and half-finished templates to create a machine capable of delivering the Performance Enhancement compound in vapor form. He'd had to find a new catalyzing agent as well, because the older one his father used wasn't even manufactured any more. And he had to make darn sure it was something he could operate by himself, because no one could know what he was doing.

Science still sucked, he decided. But it could sometimes produce worthwhile things.


Peter held MJ close as he lowered the two of them on a web line. It was late, he had a class in the morning, and MJ was looking very sleepy. He carried her over to the edge of the park fountain, and pulled out his mask.

MJ watched with dreamy love as the love of her life transformed into her first great crush, and remembered how lucky she was that he was both at once.

Spiderman quickly stuffed his alter-ego's clothing into a web-pack, and handed it to her.

She giggled as she put it on. The webbing was tacky, but not sticky enough to bother her, and as she wrapped herself around his back, she shivered in excitement. Web-swinging was something unique to him, and she was the only person who he shared it with…at least while not saving lives.

"Ready?" Spiderman called behind him.

MJ threw her arms tighter around his waist in reply. God, she was perfect.


"So, how do we tell her she was awful?"

Stephen looked over at Sarah as they sipped champagne in the backseat of the Cranston limo. "I'm not going to tell her," Stephen replied. "I don't have a death wish."

"You that afraid of her?" Sarah teased.

"No, but her boyfriend packs a mean punch," Stephen replied, offering Sarah a refill, which she waved off.

"Yeah, there is that," Sarah remarked. "Still, though…sometimes the truth hurts."

Stephen sighed. "That it does." He shook his head. "I was really hoping she'd be better than I'd heard. I'd caught parts of three rehearsals and knew the sound setup wasn't doing her any favors. She's not a bad singer, but she's not an unmiked Broadway star, either. More nightclub than Broadway."

Sarah closed her eyes and leaned her head back against the soft cushions of her seat. She gave a light smile. "Hope the coming bad reviews don't foil Peter's plans too much."

Stephen looked over at her. "What do you mean?"

"You're not the only one with secrets."

"You are a clairvoyant peeping tom! " Stephen accused.

"Not really. I try not to. It's just sometimes...I think about someone, and my mind answers me, lets me see."

"Ah." Stephen topped off his glass of champagne and leaned back in his seat.

That casual answer was not what Sarah had been looking for. "Stephen...you are going to teach me how to control it, right?"

Stephen didn't answer right away, which made Sarah upset. "I don't want to be a peeping tom, because I see more bad things than good things!" she protested. "I need your help!"

"I know," Stephen answered. "Marpa Tulku reminded me that lessons accompany need. Genuine need. Need that is so intense that nothing else will suffice. When it's time, I will teach you. Trust me."

And as if on cue, his ring started flashing. "Duty calls," he noted, finishing his champagne quickly. "I'll have my limo driver run you home."

Sarah started to question how Stephen was going to get to the Sanctum unnoticed when she saw a familiar black and yellow taxi pull up next to them at the traffic light. She patted his shoulder. "Be careful."

He gave a mysterious smile. "Always." He opened the door, and suddenly turned back. "Um...if it's not too late..."

Sarah raised an eyebrow. "Yeah?"

"I'm pretty sure what this is," Stephen said, gesturing at his ring. "It'll probably be about Harry's arrival...so, if you wanted to meet at the Manor in an hour or two, we could have a nightcap..."

Sarah felt her heart rate speed up suddenly. "That would be nice."

"Nice." Stephen repeated, as if trying the word out. Sarah knew what an effort he was making, offering even that much while The Shadow's ring was still demanding his attention. 'Nice' wasn't what he was looking for.

Sarah licked her lips. "We could...I have some work to do on a story, but if you didn't mind that..."

Stephen felt a hint of relief. She was giving him a way out. "I could help you out with that, or with other things..."

Sarah smiled. "See you in an hour?"

Stephen gave a nod, then climbed into Moe's cab and sped away.

Sarah settled into the limo as it took her to his home.


May Parker hurried to open her apartment door as she heard Peter knocking. What could have possessed him to come all the way to Queens at this hour? Someone I know had better be dying, May thought to herself, then dismissed that thought and opened the door.

Peter stood there, looking happier than she'd ever seen him. "I'm going to ask MJ to marry me," he said, getting it out in the open before he lost the nerve to actually execute his fondest wish.

May's face burst into a joyous smile and she threw her arms around him, aggravation forgotten.


Several blocks away from May Parker's small apartment building, the chief occupant of Osborn House was also up and about, preparing the things necessary to execute his own fondest wish.

And, at that moment, emerging from a reborn design of a long dead genius, given life again by the will of a far more powerful man, was the second generation of performance-enhanced Osborn's, as Harry had now stepped out of the gas chamber, feeling his muscles changing to steel-hard cables and plates, forming their own armor around his body.

Harry gave a nod to himself in satisfaction, then stepped off the platform. Now, he was ready.


End Chapter One