Well... If anyone was Following this from last year and wondered whether this was discontinued or not, know that it's not, despite how this chapter coming out is on the anniversary of the previous chapter coming out. Hopefully, it won't happen again and updates will be at least more frequent. Had become interested in other things, or had school, or my part-time job, so while this chapter may be a bit short, I hope it in some way makes up for the absence of updates for this story. I'm working on the next season with additional content, as well as the third, so here's me crossing my fingers that I can do more for this story.

With all that said, enjoy the metaphorical show.

It was a few days after the successful shuttle landing courtesy of John Jameson after the heat shielding had been damaged by an asteroid impact. Thankfully, everything had turned out alright, with no permanent damage to the shuttle apart from some heat shielding that required replacing. The black tar-like smudge was scraped off the side and put in a tank with a radiation warning on the side, and why the two handling it didn't have haz-mat suits, Ben didn't know as he watched the news feed about it once again.

"Really, this is old news. They don't have to beat us over the head with it," the blond groaned as he shut off the feed, turning to face the Connors, Gwen, and Edie looking at a large globe-shaped tank set in the middle of the lab, where the black tar-like alien was writhing about, tiny "tendrils" of itself randomly latching onto the casing at half-second intervals as though it were reaching out to something. The next moment his phone began to vibrate, and he picked it up. "Hello?"

"Ben, please tell me the ooze has landed," the enthusiastic voice of Peter Parker came over the line.

"If you're referring to the alien grease stain J. Jameson junior brought back, then yes, it is back," he said tiptoeing his way towards the alien sample, his own spider-sense sending a miniscule tingling across the back of his skull until he was a mere two yards away from the glass. "I suppose if anything good's come out of it, it's that Dr. Connors is finally over his rut after that armless lizard mutated into a human-sized monster and got loose," he said picking his words, since the government could easily be intercepting their communications.

"I-I have to see it! Can you hook me up?" Peter asked.

"Peter, if I have reservations about even being in the same room as this thing, there's no way I want you anywhere near it," he said standing next to Martha, who decided to speak up.

"Ben, who is it?"

"Peter. He wants to see the alien grease stain."

"Well tell him he can't come. No visitors, no reporter, and especially no photographers," the woman stated.

"Like I just told him, if I have reservations even being in the same room with this thing, there's no way I want him anywhere near this..." he said watching it writhe another minute. "I'll tell you right now, this thing is e-v-i-l evil, I'm sure of it," he said shutting off the line.

"Ben, I can understand after Electro, and the Lizard that you'd be paranoid about what comes into the lab, but all the new equipment that's come in is completely, perfectly safe," Gwen assured Ben with a hand on his shoulder.

"I'm just saying, the intuition my mom gave me has been going nuts ever since those two cops rolled this thing into the lab," Ben said rubbing the back of his head, his spider-sense going off slightly-stronger now that he was next to the thing. "And at the risk of being redundant, three-for-three, if this thing winds up taking over the body of some poor schmuck and goes on a rampage, I called it! And Eddie, do not say 'this isn't a science fiction movie', because you do, then you'll jinx us, and then everyone in the room, will die."

"Alright, sheesh," Eddie said shaking his hands as he walked away.

"Benjamin, I know there have been... complications in the lab since your parents... passed away," Curt said placing his remaining hand on the blond's shoulder. "But if you're concerned about your own safety, we can give you some time off until we're done researching."

"I'd rather stick around and collect potential weaknesses for the alien invasion, than run scared and hide in the basement," he said slowly placing his hand on the glass. When the entire thing leapt up at him onto the glass with a loud *THUMP*SQUELCH*, the blond recoiled with his hand held at the wrist. "See! I told you that thing's looking for a host!" he cried out as he pointed at the thing as it rolled back into the bottom of the tank, his spider-sense having gone absolutely CRAZY the moment that thing leapt up at him. It wasn't going off now, meaning it couldn't bust its way out of the tank, or at least not on its own, but it was a definite threat if his omnipresent threat detection system was going off like it had.

"Ben, the subject is merely responding to outside stimuli. Your concerns are completely unfounded," Martha assured him placing her own hand on the glass, only for the life form to not leap up at her like it had with Ben and invalidating her statement.

"For the love of God, I swear, you should've listened to me and gotten the purge controls when you had the chance," Ben groaned as he fisted his hair and proceeded to go as far from the tank in the back of the room as possible.

"If it makes any difference, the thermostat controls can be set to thirty below zero," Eddie said looking up from his clipboard. "Cold enough to kill any form of organic matter, alien or otherwise."

"Hey, even if this thing doesn't turn out to be some kind of... parasitic... symbiotic... symbiote..." Ben said trying to find the right word. "I can almost guarantee some curious astronaut touched this thing with his bare hands, and will turn into some kind of crazed lunatic that wrecks half the city worse than the Lizard did."

The next day after school, while Eddie was tearing Peter down at the ESU Labs after Peter supposedly failed to call the cops while taking pictures, Ben was at his part-time workplace, the Daily Grind, listening in on some of the buzz of the city as he made coffee. Despite how some people meet at coffee shops to have conversations in private, if you have your ear trained to the ground, you can pick up on some pretty interesting gossip. Some may be for when certain stocks will jump up in value, others may be for planned crimes –which naturally he passes onto Spider-Man-, and there's the occasional breakup that gets pretty entertaining. The place isn't as big as the Silver Spoon, but it isn't small either, so while a normal person might not be able to pick out a single conversation from the cacophony, body-wide spider-based mutations tend to make a person's senses a liiitle bit sharper.

At the moment everyone was slamming Spider-Man for the supposed bank robbery, or saying things like 'I knew it', or just plain throwing insults around. It made Ben kind of sick to hear people changing their opinions on a dime like that. First they say he's doing a good thing, then they go right around and turn on him like Dr. Frankenstein's monster. Clenching his jaw as to remain flexible amongst the hypocritical creatures called 'humans' so he doesn't lash out at them, he finishes his order before calling out-

"Mr. Lee, your coffee," the blond said handing a piping hot Styrofoam cup of coffee to an aging gentleman with a white moustache, whiting hair colored gray at the top with sepia-lensed framed glasses on his face.

"Thanks kid," the old man said with a smile taking the heated beverage. "And please, call me Stan, Mr. Lee is my father."

"Haha, alright, Stan," the blond chuckled. The book-writer/dock worker had been coming to the Daily Grind for as long as it was open, and just like the other employees have done before moving onto something bigger, the old man had befriended Ben pretty quickly. "So, Stan. You believe any of that stuff about Spidey going crooked?"

"Hey, anyone can put on a show and trick people. It's the smart ones like us that can see through the lies," Stan said tapping the side of his head, a couple liver spots below his hairline.

"I hear that. You see this joker's wrists?" he said pulling up a copy of the Daily Bugle, on it a picture of "Spider-Man" robbing the bank. "Spider-Man's web-shooters do not show. Him sticking on the walls? Anyone can put suction cups on his hands and feet. The jumping? Springed shoes. Insect Early Warning System," he spat at the bad terminology. "He could've had someone on the inside or just watching the cameras. Really, anyone who sees stuff at face value are a bunch of schmucks."

"To the schmucks!" Stan said raising to a toast, Ben clinking with an empty cup before getting back to work. As he did so, going back to the kitchen to clean the mugs for the last part of the shift before going home, the blond reflected on Peter's account of the break-in at ESU Labs. Spider-Man was about to take a picture of the alien grease stain from the lab's skylight, when suddenly a white-haired cat burglar in, you guessed it, a catsuit lined with white fur and a domino mask tries to take the sludge.

Before she made her getaway, "Black Cat" mentioned something of how a captain of industry wanted the sludge. Of course, "captain of industry" could be anyone in the world of capitalism, but it was the bit at the end that bothered Ben the most. Peter told him Dr. Connors was there, and by that I mean right there, so why didn't he call the cops?

Well... With the way he'd figured things, his body-wide mutations having giving his brain a boost as well as his body, he was able to narrow down what happened to two possible demographics. One, the Dr. Connors that was there that night was a fake and was going to make off with the ooze had it not up-and-disappeared on its own; he took the possibility that it'd do that into account since it did consciously leap up at him when he put his hand on the glass. Two, the Dr. Connors that was there was the real one, and was going to sell the alien life form to the highest bidder on his own accord.

Either way he couldn't come out in the open with his findings for a number of reasons. If the first one were true, not only would that mean the original was tied up in a closet somewhere, but if the perpetrator was found out, he may do something drastic. While he was confident in his own ability to avoid gunfire at long, maybe medium range, and accredit it to adrenaline after the dust settled, he couldn't say the same for the others; especially Eddie who had the largest "target profile" of everyone there. If the second were true and Connor had been found out, he may purposefully inject himself with the "Lizard Serum" and go on another rampage. This time around -hypothetically- there would be no helping him, otherwise it'd be considered "aiding and abetting a criminal", and he'd make the hard choice and sell Dr. Connors out if he had to.

Better one man who's a crazed bio-geneticist go to jail and not be on the loose, than his so-called accomplices be locked up while the man himself is on the loose with no one to stop him.

Still, even with both theories taken into account, that still left the matter of the little pretender unaccounted for. Obviously it wasn't Peter doing it, Ben trusted the strength of his moral fiber after what happened with Uncle Ben. Whoever was doing it was obviously doing it to make a quick buck as well as make Spider-Man look bad. The only problem was, since every crooked human being in Manhattan had a thing against the spider, it'd be faster to make a list of the people who didn't have anything to do with the pretender than the people who did have an axe to grind.

And then there's the fact that the alien grease stain just happened to disappear. How does something with the consistency of watered-down tarmac just crawl away? the blond wondered to himself. Note to self: If Peter walks back into the house in an all-black costume, find a gong or a really big bell or something, because that is the only way to inflict pain to that thing without hurting Peter too, he added at the end. As for why he knew the "symbiote" could be hurt by sound...


"Jesus Christ... this thing gives me the creeps," Ben shuddered as he walked by the self-dubbed "symbiote" once more, trailing a finger along the glass and causing the thing to leap up at him. "Seriously, this thing will get someone hurt... and it'll probably be me," he sighed as he shook his head, the earphones connected to his MP3 slipping out and banging against the glass, the creature letting out a minute *SKREEEEEEE* noise before falling to the bottom of the tank.

" . . . " was Ben's expression as he watched the thing writhe and convulse in the bottom of the tank. Looking around to see whether or not anyone was around, knowing PETA would have a fit –or the whole zoo- if they caught wind of him potentially torturing the alien life form with heavy metal. While he preferred country, he liked mixing things up.

Mini-Flashback End

"I reeeally hope Peter doesn't come back home wearing black," he sighed to himself. Some people may consider it unethical to torture a sound-vulnerable alien life form, but none of them had been attacked by zombies, flattened by ex-quarterbacks sent flying by giant man-lizards, electrocuted by man-eels, or whatever fate would befall him next. "Really, this trend probably won't stop until I'm in a wheelchair. Or continue even after I'm in a wheelchair. I must've been horrendously cruel to puppies in a past life to get kicked around like this," he said popping his neck a few cricks.

I wonder... Am I really in the right, keeping this suit? I mean sure it helped me save that one guy from crashing and burning, but despite the people it can help... Peter thought to himself as he web-swung across the city looking for some lead as to who was running around in red and spider-accented blue. Nah, I've got other things to worry about right now. Like finding the guy ruining my friendly Spider-Man name, he trailed off, his mind unknowingly being influenced by the composition of his costume into keeping it.

"Never thought I'd be on the lookout for me," Peter thought to himself as he made a sharp left turn without looking. Ben may've been able to annotate the parameters of their full-body mutations, or at least to an extent, but he'd been doing the real thing for months. Why did he not need to look where he was going when he was web-swinging? The Spider-Sense gave him an omni-present perception of his surroundings, allowing him to do what he did on the fly, practically automatic.

"Hey! Crime spree!" a familiar catsuit-clad woman with white hair and a killer figure called out from her perch atop an eagle statue. "I was hoping you'd swing this way again."

"Cat, listen, I'm innocent," Peter defended. For the bank robberies at least.

"Obviously. Doesn't that impostor know black is the new red-and-blue?"

"I'll turn him black-and-blue. *sigh* If I knew where to find him."

"Well, as it happens," Black cat said as she suddenly rapelled down the building from her waist-mounted cable, Spider-Man following after, the two bounding across the rooftops and repeating before coming up to the docks, a large yacht in port with dozens of rich-looking socialites boarding.

"How can you be so sure he'll hit here?" Peter asked, wondering where all that wire was kept. Seriously, they must've gone at least half a mile.

"I think like a thief. A boat filled with over-dressed fat cats is a can't-miss proposition," she said tapping the side of her dark blue domino mask, golden cat-like lenses sliding into place over deep green eyes. "Ooooh. Mayor Waters is wearing the Stiveson Tiger. I want it."

"Cat. No door prizes," Spider-Man chided, a police helicopter swooping around the corner of the building. "Try focusing on how we get aboard."

"Please, I'm a professional. I come prepared," the woman replied.

"Sweet ride," Peter complimented from the back of Black Cat's midnight black jet ski.

"Haven't you heard? Crime pays."

"I'm not listening. Lala lalalalalala," he hummed placing his hands on his ears, hardly dissuaded by Black Cat swerving out of the way of a searchlight.

"Hmhmha. Almost there. Hold on tight."

"Don't worry. I don't slip."

"Not why I said that," the woman flirted, Spider-Man nervously leaping off the jet ski and onto the side of the boat. "Oooh. My Kitty-Sense is purring," she, you guessed it, purred, as she watched Spider-Man's lithe black-clad flank disappear over the railing. Give ya 20 cents to guess which flank she's eyeing.


Meanwhile in Upper Manhattan while Spider-Man snuck onto Mayor Water's boat to clear his name, we now turn our attention to the Stark International: New York Branch Building. Now, Stark International is practically a household name, next to Captain America and the Crimson Skull amongst the older set. And of course, Stark International wouldn't be Stark International without its CEO, Tony Stark, who had changed the company's name from Stark Industries after some… unsavory employee issues. Let's just say things were messy and leave it at that.

Off the records, Tony had been abducted by terrorists while premiering a new missile for the U.S. Military while in Afghanistan called the Jericho, and held for under a week in a cave where he was ordered to build a missile of the same type to "cleanse the homeland, blah blahblah blahblah". However, with the help of a man named Yinsen, he was able to develop what would become the first in a long line of Variable Threat Response Battle Suit, the Iron Man. After his escape, he shut down all weapons plants, and long story short, there was a change in management in the company. Afterwards in a press conference after he nearly leveled half of upper Manhattan, he revealed that he was Iron Man, opening a political can of worms he should've never seen the bottom of. That aside, you could add supherhero to the billionare playboy philanthropist title.

On another note, when Tony ceased making weapons, that unintentionally brought about the Super-Mercenary business, who's industry was dominated by OsCorp, TriCorp, and covertly, SHIELD and AIM. The reason for this being that since the last great weapon that Stark Industries had made was the Jericho Missile, weapon supplies of that caliber were dwindling to the point of near-extinction, and so Super-Mercenaries were now being designed to replace conventional weapons of mass destruction.

It was at this moment that the man himself, Tony Stark, was finishing up in his office. Or would have were it not for the human silhouette crawling up the side of his building, spotted just out of the corner of a security camera. Unlike most thieves, this one didn't head for an air duct or a –non-existant- security blind spot, but was instead scaling the roof with what appeared to be his bare hands and feet. To do so would leave plenty of evidence of him being there, so the biggest question on his mind was-

"Why?" he wondered, the figure seeming to be heading for the top office. His. "What's he up to now?" he wondered as the figure pulled out a length of wire and began to fiddle with the skylight, dropping down into his office, which he was still in, a moment later. He was wearing a black form-fitting bodysuit and ski-mask with white-lens aviator's goggles, a black red-trimmed sling bag over his shoulder, his hands and feet completely bare –and a bit dirty from the climb-. Reaching into his pocket, the teen-sized figure then pulled out a piece of scrap paper and a pen. Scribbling something down, he then tossed it to Stark, the man staring at his would-be infiltrator before looking down to the piece of paper that had fluttered onto his desk, an eyebrow raising at the familiar name that greeted him.

Dawn Eleanor Madison

"I hadn't heard that name in a while," Tony remarked as he read the paper. The handwriting was familiar to the owner of the person written on the paper, though with a little something mixed in.

"Good. You still remember my mother," the masked figure said as he pulled off his goggles, dropping them around his neck before pulling the ski-mask off revealing an above-average face with blond hair and blue eyes. "I assume you know what I'm here for?" he asked before the door to the office was suddenly kicked open, a fiery red-head storming into the room and shooting Tony a menacing glare.

"Tony! What the hell is this?-!" a stern but feminine voice demanded as she waved her hands at the barefoot blond.

Of course. She chooses this moment to walk into the room, Tony groaned to himself.

"Relax miss, Tony isn't my bastard father," the blond said waving his hand off. "However he did date my mother during sophomore year at the boarding school they both went to. That aside… I need your help, Tony."

"I see… And your mother?" Tony asked, leaving Pepper completely out of the loop.

"Dead," the blond said plainly, Tony closing his eyes with a sigh before he looked back up at the blond.

"Shit happens," he said in a neutral expression.

"Tony!" Pepper cried out in outrage.

"No, it's okay miss," Ben said hoping to save Tony some face with his… secretary? There may've been a million videos on youtube where Tony had no clothing on, but even then there wasn't too much info out on Tony's personal life. Big shocker considering all the eyes that were on him after he let the cat out of the bag. The iron cat. You know what I mean.

"So…" Tony said lacing his fingers together, noting that the blond in front of him had his mother's eyes, though the hair probably belonged to the man she married. "What can I do for you today, Spider-Man?" he asked, the red-head's eyes widening as the blond shook his head.

"Close but no," the blond replied, much to the two's confusion. "Another guy with my height and build got his powers in the same way I did. Only difference is he took to the city in a spider-themed onesie and I spent my days in a lab," he explained. "As for the reason I'm here… I want to make you an offer," he said outright.

"Really?" Tony asked with an eyebrow raised. "So tell me then. What can the not-Spider-Man offer Stark International?" he asked in a mirthful tone. Under normal circumstances he would've humored the teen before going Iron Man on his butt and thrown him out, but if his claims about having similar powers to Spider-Man when he wasn't Spider-Man were true, they may be able to help one another. It also may've helped that the kid was Dawn's son. The woman herself never treated him any differently just because he was rich, a breath of fresh air since the only reason they were at the same boarding school was that she was there on a scholarship.

"If you've watched any news, you've probably noticed that Spider-Man is hardly ever taken by surprise," the blond started as he laced his fingers together, kicking back in the easy chair sitting across from Stark's desk in his panoramic view office. "Long-story short, anything short of a vivisection, I'm willing to offer you a spot on the cutting room floor for the potential mechanization of myself and Spider-Man's greatest and most powerful defense mechanism. The Spider-Sense," he said drawing a folder from his sling bag before tossing it to Tony. The man looked it over for a few moments, noting the accurate notes that were taken, though there were a few understandable gaps in the data, such as what caused the "tingly" sensation in the back of his and/or Spider-Man's skull when there was eminent danger. "In return, all I ask is that you may be channel some… funds, into Spider-Man's efforts to fighting crime in New York. Since Stark Industries became Stark International, super-mercenaries have been thrown off the assembly line one after another and are starting to become a major problem to public safety. I don't doubt yours and Iron Man's abilities to resolve problems in the far east, or even worldwide for that matter, but a little help on your own doorstep would be nice. If you're willing to offer it that is."

"You're saying this all on the assumption that I don't plan on persecuting you for breaking and entering," Tony said with a wry grin as he went over to the wine rack and pulled a couple bottles off the shelf. "Martini?" he asked as he began mixing the cocktail.


"No thanks, I don't drink," Ben returned as Pepper cried out at the prospect of giving an alcoholic beverage to a minor.

"Suit yourself," Tony said mixing the cocktail of gin and vermouth together, dropping an olive into the mix. "So, this… Spider-Sense of yours…" he said sloshing the drink about. "It's a naturally-occurring sensation that gives you omnipresent detection of your surroundings? No chemical additives or genetic experimentation?"

"Does being bit by a genetically-modified spider count as the latter?"

"Was it intentional?"


"Then no," Tony replied as he took a sip of his cocktail. "This new black Spider-Man. You know anything about it?"

"No. That's new to me too, though since I work at ESU Labs, I've been connecting the dots..." the blond said scratching his chin. "Anyway, do you have a deal?"

"Well, I do have a project involving Artificial Intelligence," Tony said stroking his goatee. "I've been looking into acquiring a template to work off of for the 'human element', and Pepper doesn't want two of me floating around," he said jovially causing the woman to huff.

"Really," Ben said tapping his fingers together as he sipped his coffee. "Tell me more," he requested as he leaned back in the easy chair, Pepper leaving the boys to "talk", even if she had no idea where their conversation had gone, or even started. Still, at least the would-be trespasser wasn't Tony's bastard child. Even with most of Tony's past business –AKA sexual harassment lawsuits- more or less settled, FINALLY, the fallout from an abandoned child would not do wonders for Tony's reputation and social standing. Or at least not in the good way.

A half-hour later back on dry land, Chameleon, the man who had been impresonating Spider-Man, as well as his two accomplices, were loaded into the back of a police truck pending processing. Fake-Spidey tried robbing everyone on Mayor Water's boat while doing more damage to his reputation, but the genuine article appeared and took him down with little to no trouble. Though they tried to run, the "Black Suit" as Peter called it really helped him out, doing things the original suit couldn't. It was as the doors were being closed that George Stacy faced the black-clad Spider-Man.

"I'm satisfied you're innocent, Spider-Man. We'll find out what Chameleon did with the ET."

"Actually, I sort of-" Spider-Man began to say in response, only for a voice not unlike his own to cut in.

"What are you doing? You tell the truth and they'll take the suit away, and you need its power... to, help people."

"I, sort of figured you'd say that," he finished, not noticing how the voice in his head sounded almost... unsure of itself at the end. Like it was trying to cover up something. Not that he was in the mood to look a gift horse -or alien- in the mouth.

"Then I'll say this too," George returned. "As long as you wear a mask, some folks will always wonder."

"Night captain," Stan Carter, partner to Jean DeWolff, said in passing as he clocked out.

"Captain Stacy!" Mayor Waters cried out in panic. "The Tiger! It's not here!" she shouted as she held out the now-empty bag, after everyone's expensive -and over-indulgent- belongings had been returned to them.

"Alright, Chameleon. Where's-" George said opening up the back of the police truck, surprised to see in Chameleon's place, that Stan Carter had been tied and gagged, left only in his underpants between the now-escaped criminal's accomplices. Despite today's victory, the Chameleon, a Russian spy wanted in several countries, had escaped Scott-Free.


Half an hour after things went down on the yacht, Black Cat was sitting atop the nape of the same eagle-shaped statue she and Spider-Man had met up at before their little raid on the boat, privately enjoying the prize she acquired; the Stiveson Tiger, for her own benefit of course. Stashing it in the back of her belt, the black-clad wall-crawler came her way, the entire affair having gone off without a hitch.

"We made a pretty good team. Maybe you should change sides," he opened casually, though she kept quiet, as to keep up the allure. "Okay then... Why did you help me?"

"You really don't know," she chuckled mirthfully as she lowered the spider-teen's mask just above the tip of his nose and locking lips with his, the teen's eyes widening while Black Cat admired her prize before stashing it within her belt, leaving the black-clad hero shocked speechless.

"W-Wow, Cat. I had no idea you... felt that way..." Peter stammered as the gears in his head began spinning again, only to realize he was now alone. "Uh... Cat? Here... kitty, kitty, kitty... Ooogh," he groaned, having been completely blindsided by his first kiss. Not that anyone apart from Ben would believe him, but still... "Maybe I should get myself a girlfriend. Make putting up with all this bum rap a lot easier," he thought absentmindedly.

Just a little sneak peek of things to come if you can read underneath the underneath. You know what I'm saying? Hope you like the little bit at the end, to any of those still reading after going so long without updating this story. Like the "trilogy" of this story's title states, there WILL be a third season, the story divided between seasons 1 & 2 before 3 is all-original.

Also, for the things I skipped, they haven't been changed from what was shown in-series, so if you want a repetition of what happened, watch Episode 10 of Season 1.