Disclaimer: I don't own the Spider-Man franchise or any of its characters.

Decided to make this a seperate entry since Aboard the S.H.I.E.L.D Ship is geared more towards humor and this is a much more serious story. Enjoy!

"Not good..." Dr. Curt Connors muttered to himself, rummaging through his room. "Not good at all..." He knew this was big trouble indeed. He couldn't find the very special kit that contained an organized bunch of syringes, all of which carried the formula that kept his human mind dominant over his reptilian body. Without it, his Lizard persona could, -and most likely would-, take over completely. And who knows what kind of chaos that would bring on this ship! Already unpleasant images of bloodshed flashed in his mind before he forced them out with a shake of his head. Okay, now wasn't the time to panic. Think... Where did he see it last? He recalled taking it with him to Egypt when he went in search of a cure for his condition. He recalled meeting Spider-Man and taking the kit aboard the S.H.I.E.L.D ship. He recalled using it a few times while staying here.

It couldn't have just vanished into thin air! But having turned the room completely upside down, he saw no trace of it whatsoever. And the stress was already getting to him; he could hear his alter ego's voice whispering in his head, its hissing words indistinguishable. Taking deep breaths in an attempt to calm himself, he glanced over his shoulder as the door knocked.

"C-Come in." Connors stuttered, swallowing the growing lump in his throat. The door opened slowly and Spider-Man poked his head in. "Hey, Doc. Are you-Whoa..." He looked about the room; the place was a mess. That was very unlike his friend, who was always very neat and organized. Turning his attention to the professor, he was about to question the state of the room when he noticed the troubled look on Curt's scaly face. "You okay?"

"Fine. Just fine." the large reptile muttered quickly, more to himself than anything else. But Spidey wasn't fooled by the answer regardless and he went over to the Doc, putting a hand on his shoulder.

"You sure? You seem very ruffled right now."

"I-" Curt was about to deny before he stopped himself, exhaling heavily through his nostrils as he closed his eyes a bit to think on how to explain the situation. "I can't find my Formula Kit, the one that keeps me in control."

"Keeps you in control of what...?" Spider-Man trailed off when the Doc looked him straight in the eye, his mind already filling in the answer. He felt his heart skip a beat and his grip on Connor's shoulder tightened involuntarily. "Oh...That's not good..."

"I need to find it. But it's not here. And..." The doctor paused, eyes squeezing shut. "I can feel it... I can feel the Lizard trying to take over... I'm holding him back, but I don't have much time."

"Okay, just calm down. Stress won't help us here." Spidey said quickly, knowing exactly how this condition worked. "We'll find it, no worries. I mean, it's gotta be here somewhere..." It didn't sound really reassuring as they both know the kit could be anywhere on this ship. Or even off of it. "Did you bring it on our last mission to Earth?"

Connors shook his head. "No. I didn't wanna risk losing it." He smiled a bit, though the smile held no humor. "Ironic, isn't it?" He felt Spidey give him a reassuring pat.

"Can you make more?" the hero asked and Connors paused for a moment, struggling to keep his head clear. The Lizard was growing impatient and agitated and it was taking more of Curt's willpower to stay in control.

"I...believe so. We just need the right equipment." he muttered as he moved off to the dresser and grabbed a notebook full of scientific notes and formulas. He always kept the notes as back-up, but he never thought he'd actually have to use them so soon and so hastily.

"Well, maybe Doc Ock can help out in that department. And I'm sure the ship has a lab we can use." He sighed. "We can only hope for the best. Come on." Spidey turned and left the room, Dr. Connors following with notes held tight in his claws. Moving with great haste, the duo traveled the empty white hall-ways with purpose towards Doc Ock's room. Hopefully he was in and they wouldn't have to go searching the ship for him as time was of the absolute essence. Knocking on the door, they waited with baited breaths.

"What is it?" came an irritated voice from the other side of the door. Spidey sighed through his mask in relief as Connors tensed body relaxed a bit.

"Doctor Octavius, can we come inside? It's an emergency!" Spider-Man asked in his most insistent voice. He knew the villains didn't like him, and for obvious reasons. But he needed to communicate that this situation was serious so Doc Ock would at least give them an ear. After a moment, the door opened and Otto glared at Spidey through his sunglasses.

"What do you want, arachnid?" he asked gruffly. He then noticed Curt and the atmosphere grew heavy in awkwardness. Spidey knew that the two used to be friends before something drove the two geniuses apart. Spidey suspected that it was their individual incidents that drove the chisel between them, but he wasn't entirely sure. Regardless of their tense relations, this needed undivided attention.

"Doctor Connors needs our help. I know Biology or Chemistry isn't your field, but perhaps you can provide us some equipment to produce a formula?" Spidey asked. At this, the multi-armed doctor scoffed softly.

"I'm a brilliant and highly respected nuclear physicist. Do you really think I can't help in producing a simple formula?" He stepped out his door, Spider-Man and Connors stepping back to give the man and his robotic arms room. "The ship has a labratory we may use, but tell me: why should I be bothered to help?"

It wasn't too much of a surprise that he asked, though Spidey was starting to get his hopes up a bit beforehand. There was really no point in trying to hide the truth of the matter and Spidey was about to answer when Curt did so for him, his voice starting to pick up a slight reptilian hiss.

"If you don't, the lizard part of my brain will take over. The ship and itsss crew will be in grave danger..." Wincing, he shook his head a bit, trying to get rid of the Lizard's growing influence. His voice took on a more pleading tone as his red eyes looked to Otto beseechingly. "Pleassse, my friend. You mussst help, before itsss too late..."

Otto knew the situation was grave the moment his former companion spoke. His voice seemed normal enough, but it was that hissing undertone that genuinely brought reflexive chills down his spine. The danger was there and no doubt came into his mind about the sincerity of this plea. After a brief moment of silence, he nodded. "Very well then. Come with me."

And with that, he strode quickly towards the labs, occasionally using the mechanical arms to speed his pace, Spidey and Connors right by him every step of the way. The labs weren't too far after all and were actually quite large. Connors himself never visited the labs; in the confinement of the ship, he didn't wanna risk being near unknown chemicals that might agitate his condition and cause him to lose control. He wanted a cure, yes, but he was willing to wait until the save-the-planet agenda was done and over. Now coming in here, he can smell the sharp scent of various concoctions and he made a mental note not to contact any of it until he was certain it was safe.

"May I see those notes?" Otto asked, pointing to the papers in Connors' hand. The large reptile nodded softly, handing it to one of the actuators, which in turn handed it to Octavius. Looking through them, he read every line, every equation, every description, brows knitting together as the full picture of Curt's current condition began to paint itself. Seeing which supplies were needed, Otto placed the notes on a table and the actuators began to gather what they could.

"Thank you, Octaviusss..." Connors managed through his growing headache. Seeing the fellow professor nod softly, Curt backed into a chair, claws holding his head as his tail began twitching. Although things were starting to look up now, Curt knew it was the calm before the storm. His headache was growing into a full-on migraine now and he could do nothing about it. He felt like his head was slowly splitting in two. "Ssspider-Man...?" he began, voice barely above a whisper. But it was enough as said hero turned to him.

"Yes, Doctor Connors?" Immediately, he could tell something was wrong. The poor doctor was breathing rather heavily, his sharp teeth clamping together as his body tensed considerably. Spidey hurried to his side, trying to keep him calm. "Doc, you gotta relax or-" Spidey was cut off when Curt pushed him away, shaking his head. Otto stopped his preparations on seeing his collegue appearing so distressed.

"Warmbloodsss..." the reptilian doctor whispered softly, voice growing increasingly raspy as he spoke. "I...I can't...Warn the othersss..."

"Fight this, Connors!" Spidey encouraged, keeping his distance instinctively. "This is your body! You're stronger than the Lizard will ever be!"

At those words, Curt snarled directly at the web-slinger, charging forward towards the hero. The Spider Sense went off, but not quick enough for Spidey to react before razor sharp claws connected with his side and flung him right into Otto. It didn't take a genius to figure out that Curt was gone, replaced by his savage alter ego, whose eyes narrowed as Octavius shoved Spider-Man off of him.

"That wasn't necessary..." Spidey muttered; whether it was directed to Doc Ock or the Lizard was hard to tell. The hero glanced at his side, hoping the damage won't be too bad. To his relief, it wasn't as his costume took the brunt of the blow with four rips and only minor breaking of the skin. Turning his full attention to the reptile, he barely had enough time to leap away from the creature's next charge, Doc Ock leaping in the opposite direction in his own dodge. Jaws snapping the now empty air, the Lizard glanced at both humans on either side of him before turning to Spider-Man, holding no interest in Otto at the moment.

"Weakling Connorsss; ssstronger than me?" the creature hissed darkly, tail swishing violently behind him. "I alwaysss knew you were a liar, Ssspider-Man..."

"Oh good. You heard that..." Spider-Man muttered as he fired web quickly at the Lizard's feet. "I was hoping to drill the truth into that thick skull of yours." As he spoke, he yanked the web with all his strength, pulling the reptile off balance and forcing him onto his back. But before he could do much else in terms of restraint, the enraged beast rolled back over, ripping the webbing off himself and lunging at full speed, twisting around the last few feet and slamming Spidey's chest with his tail. Our hero was quickly reminded just how much faster the Lizard was as he hit the ground, the wind knocked out of him. He'll recover in a second, but the Lizard wasn't going to give him that luxury and leaps for him, aiming for Spidey's throat.

But before Lizard could meet his target, metal clamped onto his wrists and ankles and hoisted him backwards, away from his prey. Screeching and struggling, he realized what held him as he was turned towards Otto Octavius.

"The arachnid is mine to kill." Doc Ock informed his hostage in a rather calm tone before throwing the creature into the wall. The impact echoed throughout the lab as the wall was left with quite a dent on its metal surface. But despite the blow that would destroy a normal man, the Lizard merely shook it off as he stood, turning his blood red glare straight to the multi-limbed scientist.

"Foolish mammal..." was all he said before charging the other villain on all fours. The actuators immediately reacted, surging forward to strike, only to hit the floor as the Lizard's quick reflexes avoided the hits. But just as he was close enough to inflict damage on the human, Doc Ock jumped back, the lower pair of robotic arms giving the boost needed to sail towards the wall behind him. Clinging to surface, Octavius watched with a scowl as the Lizard wasted little time climbing up after him. Never one to be taken lightly, Otto immediately sent his two upper arms right at the reptilian menace. As the villain anticipated, the Lizard dodged in a flash, only to have the third actuator clamp onto his waist.

Clawing savagely at the device holding him, the Lizard was then flung into the adjacent wall, his back hitting the unforgiving metal before beginning to slide down. However, he wasn't to be defeated so easily and regained his grip, flipping over to run right back to the offending little mammal. Octavius growled to himself, lunging backwards to keep the distance as two actuators tried to stall the charge of the persistent carnivore. It didn't work this time as the Lizard finally got into range and delivered a punch hard enough to send the scientist off the wall and to the floor with a grunt.

Wasting not a second, the Lizard leapt from the wall and landed atop the doctor, jaws snapping as Octavius instinctively held his arm up to keep the monster back, wincing as cool, sticky saliva dripped onto his face. Luckily, he wasn't to be in this precarious position for long as web attached itself onto the Lizard's head. Spidey took the advantage and gathered his strength, pulling hard in a horizontal arc. The savage predator was forced off Doc Ock and went flying head-first into a counter, breaking it completely as shattered beakers, thankfully filled with harmless chemicals, spilled their contents onto the stunned reptile.

Seeing a moment to recover, Spider-Man turned to Otto, who was standing up and wiping the drool off his face in disgust. "You alright there, Ock?"

"Never been better..." Octavius hissed sarcastically as he straightened his brown trenchcoat, noticing a few slashes on the fabric that came dangerously close to his skin.

"We make a good team. Remind me to bring you on missions more often." Spidey stated in his usual good-natured tone, looking back to where the Lizard has fallen, only to find the spot empty. On high alert instantly, Spidey and Ock looked about the lab to see no sign of the creature at all. Peering up, they only caught a glimpse of a scaly green tail-tip disappearing into the vents above.

First chapter of my second Spider-Man story. I personally think it's a good start, but I would love to hear your opinions on it! :) I especially hope my take on Doc Ock was good as my knowledge of him is a bit limited compared to my more favorite characters; I tried to use traits from the movie, the Spectacular Spider-Man TV Show, and the few comics I own of him. Feel free to tell me how I did if you wish. See ya on the next chapter!