Variant Strain
A Prototype/Marvel Universe Fusion
by Scriviner
All copyrights belong to the owners

Chapter 1:

Running. It had to keep running. It remembered the glass, cutting, slicing.

Falling, but then after falling it was running. Always running.

Memory couldn't stretch back far enough to accommodate when it had not been running.

Or perhaps it might have.

It remembered things. Little things.



It had to run.

There was the wailing, the sirens.

The lights in red and blue.

That meant more running.

It couldn't stop, couldn't rest, but no matter.

Exhaustion passed.

Running was accomplished.


It needed safety.

It had run, jumped, scrambled and hidden.

Always moving. Always... there.


It bolted down the street, drawn in by the scent.

Familiar sight.

Familiar scent.


It bound forward, leaping easily over the obstacle, and sprinting up, ever up.

It slid the open the glass and slid itself in.

Silence. Breathing.

There was sanctuary.


Huddled lump.



- - -

Peter Parker sat bolt upright. His heart hammered in his chest. His blood roared in his ears.

It had been so real. He'd dreamed... he couldn't even remember what he'd dreamed just that he'd been so scared.

He'd been running. He was hunted... by... he cursed under his breath as he tried to remember what had been chasing him, but it was fading the way dreams always do, but even though he couldn't remember what it had been, his heart still hadn't slowed.

It was coming for him and it was going to kill him. He'd been so certain of it.

He glanced over to the open window, the curtains fluttered in the breeze and the street lamp's light threw strange shadows all across his room. That was familiar.

Nothing to be concerned about there. He took several deep breaths, trying to force himself to calm down, but his heart refused to slow.

He shakily reached out to the side table and grabbed his glasses. Maybe a late snack. Aunt May left some of her apple pie in the fridge. That would go down well. Or some warm milk.

His steps weren't very steady. His entire body was soaked and riding an adrenaline high. He wiped the back of his hand across his brow and squinted in annoyance through his glasses.

He wiped them on his night shirt, but it didn't seem to remove the blurriness when he put them on. He'd have to remember to find that cleaning cloth somewhere in his room.

He shuffled barefoot out the door into the well-lit hallway and caught sight of himself in the hall mirror. Peter was a short, skinny sixteen year old who hadn't quite hit his growth spurt. His eyes were brown behind his old-fashioned glasses and his hair was a tousled brown mess. He had on an old T-shirt and flannel pajama bottoms.

Definitely not jock material, he'd mused more than once. His membership in the photography club and the high likelihood that he'd be able to skip Senior year entirely to go to NYU on a dual-major in Biology and Chemistry in the coming year pretty much sealed his fate in his mind.

His greatest hope of actually ever dating probably lay after graduation, he reassured himself. Hopefully by then he'd pick up a few more inches in height.

And maybe manage to build up some muscle.

And maybe be able to afford some clothes that didn't come from the thrift store.


He sighed as he flexed his arm and noted with some slight excitement there actually was a bit of a bulge there. If you tilted your head. And maybe squinted. Squinted really hard.

He sighed again and made his way to the stairs.

His uncle Ben looked up from the model he was building on the coffee table with a quizzical expression as he walked down. "Hey, sport. I thought you were already asleep."

"I was," Peter admitted shakily. He clung hard to the railing. His heart rate was just barely beginning to slow and his adrenaline high was receding, leaving him keyed up and restless.

"Bad dream?" The older man asked, rising to his feet, leaving scattered plastic and bits of metal on the table, that Pete guessed would eventually be another of his Uncle's little clockwork toys. He built them from broken clocks and thrift store leavings and resold them at flea markets for a healthy profit. Between that, the antique refurbishing and the day trading Uncle Ben and Aunt May had made a comfortable living for themselves. Enough to afford a fully paid for house in Queens and put a teenager through school.

Ben dusted his hands on his jeans and walked up to the shaken Peter. He grinned up weakly at his uncle, "A little. It's... it was silly. And weird."

"Want to talk about it?" Ben asked, putting an arm around the younger man.

Peter smiled weakly and shook his head. "I can't even remember it really. It was... someone was chasing me. Then I was trying to get home. Or something. I don't know." He shrugged.

"Well, it's over now. You're safe at home." Ben said expansively, gently steering the boy to the kitchen.

Peter looked around, "Where's Aunt May?"

Ben's expression took on a slightly sour twist. "Anna's car was dead."

Anna Watson was their neighbor and Aunt May's best friend. Peter liked the woman, but found her to be a bit of a nosy busy-body. She was nice enough, though. He frowned, "Aunt May's driving her somewhere?" He glanced up at the clock on the wall above the fridge. "It's almost one."

Ben nodded wryly. "Yep. Anna's neice... her brother's kid? I think you met her-"

"Ms. Watson keeps trying to set me up with her, but we've never met." Peter grinned. He wasn't quite that desperate yet.

"Really? Huh, imagine that." Ben remarked then continued, "Well, anyway, seems she and her dad are arguing. Again. It must be pretty bad. So Anna and May are driving to Staten Island to pick her up so she can spend the night at Anna's." He looked thoughtful, "Might be the whole week. Maybe you'll finally get to meet her." He gave his nephew a sly smile.

The boy smiled weakly. "Maybe."

"Anyway, Anna made it sound like it was matter of life and death," Ben said with another eloquent shrug, "Not sure about that myself, but I can't sleep without your aunt... so..."

Peter nodded in understanding. "So... what were you building?"

"I'm not sure. It was either going to be another dog with a drum set or a music-box kitten. I hadn't decided yet." Ben replied as he walked to the fridge, pulling out a box of milk and pouring for the both of them. "You want to wait up with me?"

"Um... maybe, I guess." Peter replied reluctantly.

Ben laughed. "Your enthusiasm warms my heart."

"It's not that! It's just kinda late." The boy protested.

"Well, it's summer vacation, sport," Ben replied. "Not like you really had anything planned for tomorrow, right?"

"I guess not." Peter conceded. "Get some reading done, maybe."

His uncle playfully reached out to ruffle his hair. "You remind me so much of your mom. She used to spend summers buried in her books as a kid too."

Peter ducked his head, his smile turning sad. "You ever think... would they have been proud of me?"

"You're the spitting image of your dad, but thank goodness you picked up your mom's brains." Ben's met the boys melancholy gaze and forced a smile back. "I know they would've been so proud of you, kiddo." He put a one-armed hug around Peter's shoulders. "If they were still around, your mom probably would've been bugging you about your university choices and your dad would've been laughing at her.. and probably telling you the same things I've been telling you."

"I miss them." Peter said, trying and failing to smile. "I know it's been five years already... and I love you and Aunt May, don't get me wrong-"

"No, no... I understand. They were still your folks. It's okay to miss them. But y'know what? Your folks loved you and wanted the best for you. Wherever they might be, I'm sure they're very happy at the young man you've become."

"I'm sorry... I didn't mean to... I mean..." Peter stammered, trying to as best as he could to keep his embarrassment in check. Ben shook his head, smiling warmly once more.

"No apologies necessary, sport." Ben replied, tapping him in the chest. He grinned. "Tell you what, how about we hit the park tomorrow. Bring your camera. Maybe take some pictures of the joggers?" He waggled his eyebrows at the boy. "All that spandex." He frowned slightly, "Okay, maybe not all the spandex. Some people really should look in the mirror before they put that stuff on and subject the rest of us to it."

Peter allowed a laugh to bubble up. "Aunt May would kill you. Then me!"

"Depends on which shots you show her." The older man grinned and shrugged, "I'm just saying. Your camera gives you a great power, Peter."

The boy rolled his eyes at the old joke that had become well-worn between them. He spoke the next words with his uncle, "And with great power comes great responsibility."

"Exactly," Ben smirked.

"You say that about everything, Uncle Ben," Peter rolled his eyes.

"Doesn't make it any less true." The older man teased. "Unless you want to hold on to your camera til after you get a chance to meet MJ? May tells me she's really very pretty. Maybe you'll want to take a few glamor shots?" He waggled his eyebrows again.

"I can't believe you're encouraging me to-" He stammered to a half, blushing furiously.

He ruffled the boy's hair, "I want you to lighten up a little. Enjoying yourself is also a part of your responsibilities." He said with mock gravity.

"Yes, Uncle Ben," Pete replied in a long suffering tone. It hadn't been the first time his uncle had tried to get him to loosen up and he expected it would not be the last.

"Come on, kiddo." Ben said triumphantly, as he pulled half of an apple pie from the fridge and fished a pair of forks out of the drawer.

"Aunt May's gonna be so mad at us for eating right out of the pie tin." Peter pointed out with a grin.

Ben nodded and drawled back. "Yep. If she asks, I'm blaming you."

"No way are you pinning a pie rap on me, Uncle Ben!" He chuckled as they made their way back into the living room. Both of them perked up as they heard the noise of an approaching vehicle up the street.

"Whoopsie." Ben said and shoved the pie tin into Peter's hands.

"You suck, Uncle Ben." Pete laughed and set it down on the living room table.

The sounds of a vehicle coming up the driveway and a flash of headlights peeking through the window had Ben grinning as he went to the door.

He was reaching for the knob, intent on opening it when the door burst open suddenly, the wood smashed and the lock shattering under the impact of a heavy boot.

Ben reacted instinctively, covering his face against the splinters and moving closer to keep Pete from being hit by the flying pieces of wood.

The Parkers froze at the intruders. The first man through the door was in a nondescript black hoodie and black jeans. He wore heavy work boots and stood slightly hunched over, keeping his face obscured. The two men who followed were dressed in some kind of black and gray paramilitary uniform, complete with body armor and gas masks. There were no actual insignia on the outfits and would have rendered them almost completely annonymous, save that the man on the left held a rifle in his hands, while the one on the right was holding some sort of large pistol.

"Don't move!" Bellowed the man with the pistol, brandishing it in their direction. "We're chasing down a dangerous fugitive who we believe may be in your home at this moment. If you cooperate, no one gets hurt."

"What are you doing in my house?!" Ben roared.

"D-Don't move!" The man with the rifle snapped back, training his weapon on Ben. Peter noted that while the pistol guy seemed confident, the rifle guy was much more nervous. That probably wasn't good for them.

Peter put a hand on his uncle's shoulder. "Uncle Ben, calm down. We'll... we're going to cooperate. okay?" He said, in what he hoped was a calming tone. He was shaking harder now. The adrenaline from earlier came roaring back and his heart rate soared.

The pistol man nodded and inclined his head at the man in the hoodie. That man moved towards Peter, sniffing at the air cautiously and moving with little twitching jerks.

As he drew closer, Peter caught a whiff of rank, carrion stench from the man. It almost smelled as though he'd been rolling around in a slaughterhouse. Peter fought to keep his gorge from rising, but he could taste the sharp bile in the back of his throat. The movement seemed to catch the man's eye and he surged forward towards Peter.

Peter flinched and Ben immediately interposed himself between the man in the hoodie and his nephew.

"Back off!" He said sharply.

"I said don't move!" The rifle guy snapped back and he twitched as he spoke...

There was a single sharp crack that filled the room.

Peter watched in horror as his Uncle Ben took a moment to look from the man in the hoodie, then to the man with the rifle. Ben managed to turn just enough for Peter to meet his eyes, before they looked down incredulously at the spreading bloodstain on the front of his shirt.

His eyes rolled up with agonizing slowness and he collapsed into a heap at Peter's feet.

"Goddammit, Smith! What the hell is wrong with you!?" The man with the pistol roared at the man with the rifle, who took a step backwards, his rifle now held awkwardly. He was holding it away from his body, as though afraid it was going to bite.

"I... I didn't... I told him not to move!" Smith panted out.

The man holding the pistol cursed luridly. "Screw it." He nodded to the hooded man once more, "Grab the stiff." He pointed to Smith, "Grab the kid. We're out of here."

"Why are we-?" Smith asked.

"Because, you moron," The pistol man snarled, "This is a quiet residential neighborhood in a nice part of town. Wanna take bets how long it'll take the cops to get here once someone calls in that they heard a gunshot?"


"Shut up. Stop being useless and grab the kid."

Peter heard all of that distantly, as though it were happening a long ways off. It was of no immediate urgency to him as he stood rooted in place.

His Uncle Ben was dead.

He was dead, in crumpled heap right in front of him.

He'd watched him die and hadn't done anything.

He couldn't breathe. His heart was hammering so loudly. He could swear it was shaking the house. Everything trembled. Nothing felt right anymore.

His Uncle was dead... and he was probably next.

What finally snapped him out of his stupor was the man in the hoodie reaching down and slinging Ben's body over his shoulder like a sack of potatoes.

Just like that.

The awful casualness that they treated Ben Parker's body with... as though it were simply a distasteful chore that didn't faze them at all was just too much.

The man in the hoodie was already halfway to the front door and the rifle man, Smith, was just about to pass him when Peter Parker let loose an incoherent scream. His heart was hammering fit to burst out of his chest. His blood roared in his ears and a red haze covered his vision.

Smith held a hand up and said miserably, "Come on, kid. You're coming with us."

Peter was small, skinny and barely half Smith's size. None of that mattered, since Peter wasn't thinking rationally anymore.

He just had to stop the man in the hoodie.

He couldn't let them take Uncle Ben away.

He moved to catch up, but the man with the rifle was in his way, so he swung at him. It was a completely untrained blow, No finesse, no skill, just raw emotion and a desire to hurt someone. Anyone.

His arm described a flailing, wildly telegraphed blow. If his fist were to reach it's intended destination, it would have been more a matter of chance than design.

Smith moved with precise, practiced ease into a picture-perfect block. He could have dodged, but the block would've let him move in to deliver a knockout blow to the kid before anyone else got hurt.

At least that was the plan.

Peter's wild swing smashed into Smith's blocking forearm like a crowbar. He felt the bone snap first, then actually saw the man's forearm deform through the red haze, wrapping around his own forearm as it continued unimpeded, blasting into the side of the man's jaw, sending him flying back out the the open door.

Peter had no time to think on how strange that was.

He had no thought to spare. All that mattered was stopping the man in the hoodie from taking Uncle Ben away.

Peter leapt, tackling the man in the hoodie and forcing him to drop Ben's body, not that he noticed.

No thought, simply rage and pain and the desire to share it.

Peter wasn't entirely sure how he ended up straddling the man on the floor, nor did he really care. His first blow to the hooded man's face was as untrained as the one that had sent Smith flying and just as powerful.

The man, now without his hood had no real features. His skin was lumpy, and uneven, as though it were tumorous and diseased. His mouth was simply a slash across his face, no chin to speak of. His nose was non-existent and the nostrils mere slits. Only the eyes were even close to normal and even then the pupils had a faint red glow to them. These details only barely flickered across Peter's mind before those non-features were obliterated with another punch.

It's slit-mouth opened, revealing a long tongue and needle-sharp teeth as it gave a hiss of pain. One that Peter silenced with a blow from his other hand, smashing his fist into the mouth, shattering teeth and sending sharp splinters flying every which way, embedding into Peter's knuckles.

Not that it mattered.

Still the figure... whatever it was... continued to struggle under him, inflaming his rage further.

How dare this thing still be alive?

How dare it exist?

How date it still be alive when Uncle Ben was dead?

Peter simply began pounding. Both fists flailing, smashing, delivering punishing, devastating blows to the thing beneath him.

He raised both arms above his head, intending to smash them into what little was left of the thing's head when three sudden stabbing pains stitched their way across his chest at the same time that he became aware of three sharp explosive cracks.

He coughed and fought to draw in a breath. He could feel his chest... shift... move... things ground against other things beneath his skin and he coughed again, tasting blood.

They'd shot him.

They'd shot him dead, he was sure.

He looked down at what remained of the man beneath him. It continued to twitch and move, despite it's lack of a head and the deflated shape of it's chest.

His heart was still hammering in his chest, but now the pain was getting to him. His arms felt numb... distant. Heart pumping... pumping his blood out of those bullet wounds, probably.

He swallowed, the taste of blood sharper and more urgent on his tongue.

Incongruously he realized he was starving.

Just his luck he was going to die hungry.

His heart seemed unwilling to stop.

If anything it ramped up, beating harder and faster.

He stared down at his hands in fascinated horror. They were covered in blood and gore all the way to his elbows.

Still this thing under him wouldn't stop twitching.

His heart beat faster... as though it were seeking to escape from his chest.

His wounds seemed to pulse in time with his heart beat, seeming to shift deeper into his body... he glanced down, wondering at what that sensation was and screamed as he realized that his torso had unfolded itself like an elaborate puzzle.

Petals and tendrils of flesh peeled away from bone and lashed out, wrapping reflexively around the body beneath him and drawing it in. He could feel each individual pseudopod draw it in... eagerly... hungrily.

What unbroken bones the thing had left were crushed as the tendrils tightened, crushing the whole into a more compact mass.

He screamed louder as he could feel the twitching half-dead thing merge with him. His inner thighs unfolding to enwrap the body... swallowing it. Absorbing it into him.

As he watched, even the spilled blood pooled around them seemed to crawl up his body, seeking to become part of him.

There was a moment of incomprehensible terror at realizing one of the thing's hand was still sticking out of his belly and being slowly drawn in... followed by the realization that he could not only feel the extra hand as thought it were his own... he could actually make the fingers twitch.

He tried to push it away, but the hand simply began to melt into his body, where it met with his now unmarked stomach was a mass of tendrils and fleshy growths that were drawing the hand into him.

There was a moment of silence as the process completed itself. Peter's mind cleared long enough for him to wonder what had happened to the other two men... when the rush suddenly hit.

Images began flashing through his vision, one after the other. They made no sense, but he grasped at what he could, catching what he could.

"- Cletus Kassady. You are hereby found guilty on all thirty seven charges of murder in the first degree. As you have shown no remorse for these heinous acts-"

A man holding vial.

"- the chair tomorrow. Or you can take our offer."

He had a memory of replying with a southern drawl, "Any chance is better than none at all. Sign me up, doc."

"The process does involve some pain-"

"- definite degredation in his brain activity, but healthy otherwi-"

A man speaking to them wearing the same paramilitary uniform Smith, and the pistol man, whose name was 'Jones'. They were sitting with him.

"We have a Runner. Ed Whelan. He was a nurse in our long-term coma ward."

A memory of an image. A company logo. Gentek.


"One of his charges was suddenly found dead during his shift and he's disappeared. He's definitely infected, so we're going in hot on this one. Last position we had for his cellphone before he ditched it had him heading towards Queens. No idea why, but who knows what goes through these bastards minds after they turn." The man grunted dismissively, then pointed right at him. "My boys are relying on you to find him. Do not screw this up, you freak!"

The rush slowed and the assault of images trickled to a halt.

Peter found himself on his knees in the living room.

Smith and Jones were pulling out of the driveway. The unmarked white panel van would normally have been fairly anonymous, but in a quiet residential neighborhood in the middle of the night, it stood out prominently.

Peter could hear sirens in the distance and knew that those must've been what was frightening them off.

He staggered back to his feet. He couldn't let them get away.

He felt feverish and bloated.

His entire body felt heavy and somehow the house almost felt like it had shrunk.

His feet tangled as he misjudged his steps, slamming him into the side of the door.

Something was wrong... the top of his head just barely brushed the top of the doorway when by all rights it should've been a good foot and a half away.

Everything felt wrong.

His body was too... much. There was far too much of him packed tight under his skin.

Almost like he'd eaten too much, only a hundred times worse.


He paled at the thought as the memory of exactly what had just happened rushed back to him. He staggered another step, making it as far as the garden before more of precisely what had happened sunk in.

Uncle Ben was dead.

He'd just eaten a man.

He'd enjoyed it.

His body had... unfolded itself like some bizarre fleshy origami piece and just... snapped him up.

He felt his gorge rise.

He tried to take another step... to give chase to the van, but he couldn't hold it in. Peter suddenly bent over the rose bushes and was noisily sick as his stomach emptied itself... and kept emptying itself.., an endless series of spasms and retches that seemed to wrack his entire body.

He couldn't stop vomiting... the sight of his own sick just made him even more sick... finding... items... in the mess just made it even worse.

Here was a zipper... possibly from the Cletus' jeans. There was a quarter that he'd had in his pocket. That there was probably a tooth...

He couldn't even remember anymore how long he spent vomiting, but he managed to shakily get to his feet just in time to be confronted by his Aunt May, running up the driveway. Behind her the family car still had Anna Watson and a pretty redheaded girl in it. He noted absently that there was a dark bruise on her cheek.

"Oh my god! Peter! What happened?!" She screamed. A police car, it's lights flashing, was just beginning to pull up to the curb.

He reached up to wipe at his mouth, misery on his face. "I... I'm sorry about the mess." He blurted out, not sure what he could tell her. How he could tell her...

The lights from the police car flashed brighter and the neighbors were out in force, peeking over their fences, peeking through their blinds.

It was too much.

"Peter what happened?" Aunt May asked again, slower this time, holding him by his shoulders.

"Uncle Ben-" was all he managed to say before the hammering of his heart finally slowed. His head grew light in a matter of seconds and suddenly staying upright became impossible.

He pitched forward into his aunt in a dead faint.

- - -