- - -

Peter's body was burning through it's own body mass to do it's repairs. Granted he had a few hundred pounds more tucked away wherever it was his body put it away when it didn't need the weight, but he had already burned through a lot of it.

He didn't really feel hungry. He couldn't have been. He'd just eaten two large meals in close proximity. The gnawing, empty feeling in the pit of his stomach had to be something else then. A signal. He was burning through his mass to supply him with additional strength. To heal his wounds. He had to stop that thing. It was here because of him. He was sure of it.

He couldn't foist this off on the Thunderbolts or the cops. Hell, the cops... he looked around at the devastated street and parking lot then to the building that was already sporting a coating of thick rust red material with an all too suspicious resemblance to flesh.

The cops weren't in any shape to take Brian Watson on.

Neither are you, boy. Cletus replied.

It's gonna flatten us if we charge in again, he thought. But it was going after MJ. And it was going through anything in it's way.

Why the hell am I standing around here for?

The ex-Hunter's voice responded almost gently, Because we can barely stand. Our skull's been cracked, our brains are like scrambled eggs, a couple ribs are probably broken and the ground hasn't stopped spinning.

Anyone else would have been lucky to even be alive, much less standing.

"I can heal from this," Peter mumbled to himself aloud, still dazed.

His voice replied, We healed up a bullet wound to the head, but it takes time.

And food, Cletus added.

Peter's eyes flicked to the mutated corpse of Officer Billy Martins, with it's oversized arm, stumpy little leg and the messy bullet hole that had been opened in one misshapen temple by Detective Stacy's bullet.

It was already dead.

More importantly, the brain was destroyed.

The voice of Officer Martins wouldn't be joining the growing chorus in his back brain.

We got room to spare, boy, Cletus cackled cheerily.

His glanced flicked to the officers who were still on their feet. George Stacy was still dazed from the impact when he'd rammed the car into the Rhino. He had a bloodstained handkerchief pressed to the cut on his forehead. He was looking down the street. Looking in the direction the Rhino had gone.

No one was looking at him.

His eye flicked to the dead body once more. He licked his lips. Nerves? Hunger? He wasn't sure anymore.

His body had recovered almost immediately from all the varied abuse the Hunters had subjected him to last night when he'd eaten the ones he'd defeated.

He could heal from this. He was certain of it. Just as he was certain that he couldn't afford to wait.

MJ was in danger. Anna was in danger. Aunt May was in danger.

He'd already eaten the living... this was a corpse. If anything it should be easier right? It needed to be done, so why was he still hesitating.

Because walking is still a problem, the Hunter's crisp voice rang through his head.

So... we don't walk, he told himself. He staggered one slow step towards body. He couldn't afford to wait. MJ couldn't afford to wait til he got himself together.

He took another step and collapsed limply on top of the dead, deformed body and let his hunger do its work. He just hoped no one saw what he was doing.

The process was getting faster, he noted absently, as his flickering tendrils folded back with black and red blurs into his body. If this kept up he could probably even complete the whole grisly process in a matter of seconds. He wondered inanely if eating another person too fast would give him gas.

He noticed that his process of consumption had left Officer Martin's gun and badge behind. The smaller zippers and metal fastenings hadn't been left. They must have been small enough to take in... like swallowing small bones.

Don't you dare compare eating a man's corpse with... with... a chicken dinner. He snarled at himself. A wash of revulsion and shame ran through his body, but he couldn't just curl up and fall apart.

There would be time for it later.

His hunger had abated slightly. His body felt better. Whole. It hadn't been quite as much biomass as Hunter, but Office Martins had been hefty.

Everyone was still staring down the street and Peter fixed the direction the Rhino had headed off into his memory. He couldn't afford to wait any longer.

He was ready to jump in again.

No matter how little he wanted to do so, but what else could he do?

On an impulse he grabbed the badge and the gun and shoved them into his pockets. After all the assaults, manslaughter, breaking and entering, defiling a corpse, and cannibalism were bad enough. He didn't need to add littering to the list of charges the cops would bring him up on when they finally realized what he'd been doing.

He caught sight of himself in a shop window across the street. One that miraculously had made it out of the shots fired completely intact. Cletus's black hoodie, jeans and heavy work boots again. Gloves on his hands now, but where his face should've been was just a featureless black mask, save for his eyes, which were glowing red from edge to edge. Cletus, Donna, the Hunters, Officer Martin... all of their lumpy, tumorous features had been blended into a smooth, almost seemless whole.

He'd been worried about people recognizing him so his body had made the necessary adjustments. Not that it would matter if Detective Stacy had seen him change. Or maybe he hadn't.

Check yourself out later, he told himself harshly and he ran. He thought he heard George Stacy call out after him, but he ignored it.

There just was no time.

He wasn't entirely sure what he would do once he actually caught up, but his mind raced furiously as his legs ate up the distance.

Slashing with his claws and talons had barely done any damage, but the impact of the car had worked. He needed a tremendous amount of force delivered to a point to even begin to penetrate that hideously thick hide. He worked the numbers out in his head. If he used the whole of his available biomass behind a single claw, he'd be delivering forces roughly on-par with what the car had managed.

But to where? It's skull was heavily armored. Armored enough that he couldn't reach the brain through its eyes. Maybe through the nasal cavity or the roof of the mouth, but that was uncertain.

Since when had he been able to calmly consider the ways to brutally kill a man? His voice drawled quietly.

When the man's an unstoppable juggernaut who was about to threaten people he cared about, he raged.

The wounds in its legs, he realized. The hide had been bypassed there already, assuming it hadn't healed the injuries, he could take out it's knees. The hide had to be thinner there. There couldn't be armoring around the joints. Or if it were there, it couldn't be anywhere near as heavy.

If he could cripple him... it. Brian Watson is an it now, he told himself... without its legs, he'd have a much better chance of landing a fatal blow.

Or slow it down enough that you can just start eating it from the inside out, Cletus pointed out helpfully.

His stomach gave a slow roil at the thought, but he forced it down.

Further away from the Police station the carrion reek was muted. He could pick out the Rhino much more easily now. A complete lack of visible nostrils did nothing to hinder his sense of smell.

The noise of tearing metal and crashing reached him before the sight of the Rhino did. He rounded a corner and could see the Rhino down the block. It was thundering down the street, one arm reaching out and easily flipping cars out of it's way, there were screams and car horns everywhere.

It was the middle of the day. The streets weren't very crowded, but the cars, both the ones passing by and those parked on either side of the street were providing ample targets for its wrath.

Even with the distractions, the thing had covered most of the distance back to the Watson house. They were barely two or three blocks away.

He wondered idly to himself what the neighbors must think. Three incidents on that same street in as many days.

He really hoped no one else got caught up in this.

He flared heat and the softly glowing red haze streamed from his now almost weightless body as he charged full-tilt at the Rhino. He had to move fast. If he allowed himself to think about just how terrifying and insane this was, he would probably be shaking and paralyzed with fear.

At the last possible second, he flared heat once more, switching in his full mass, happy to laugh in the face of the law of conservation of momentum and slammed claws first into the Rhino's leg mid-stride. He gave a cry of elation as he felt his claws embed deeply into the back of its knee, the scrape of his claws on bone reassuring him that he'd managed to finally get through.

That cry turned into one of surprise and alarm as his momentum ended up knocking that leg out from under the Rhino, sending the massive creature tumbling backwards.

Right down onto Peter who still had his claws embedded- stuck- into the back of the Rhino's left knee.

There wasn't much time to react as the behemoth began falling onto him. He planted a foot on the Rhino's calf and tore his claws free as best he could, rolling and scrambling out of the way.

The Rhino slammed into the ground... and bounced.

No cracks in the pavement, nothing to indicate the impact of something that Peter estimated to weigh at least a ton... it hit the asphalt, and as though it were a rubber ball, bounced a foot or two into the air.

On the second bounce it crashed back down with the expected bone-jarring, earth-shaking impact, splintering the asphalt and setting off what car alarms hadn't gone off from it's earlier run.

Peter's mind whirled and he noted the flaring veins of glowing red in it's skin. That's how it moved so fast, he realized. It was playing the same tricks he was with his mass. Lightening itself to allow it to move as quickly as it did, then flaring it's full mass back on to shoulder cars out of the way... or smash annoyances. Switch mass in and out as needed.

He wondered how it could keep pulling that trick the way it had when he had to chew through so much mass every time he upped his mass... It was probably heavier than it looked then. It had the biomass to spare. A thought rose up that he didn't really want to consider. How many other people in the building had Brian Watson had to consume to get to that size?

Peter leaped up and out of the way as it flailed an arm to grab him, berating himself angrily for letting himself get distracted.

When the arm missed, the Rhino ripped up a chunk of cracked asphalt and threw it at him, forcing him to dodge while Brian... the Rhino, Peter snapped in his mind. He had to keep thinking of it as the Rhino... rose to his feet.

He'd done some damage. It couldn't put it's weight on it's injured leg. On the other hand, it seemed quite content to use the knuckles of it's massive left hand to keep it upright and moving even as it simply let its leg dangle uselessly off the ground. Peter had managed to cut something vital in the knee and it just didn't seem to respond well enough to take any weight.

It glanced down at its ruined leg, seeing the blood streaming down from the fresh punctures. It seemed to ponder for a moment, then bellowed in rage and pain.

Peter took note of that as well. Its reflexes were fast. Even shifting its mass on and off while running seemed to be swift and smooth, but the way it responded to pain was much slower. Its body barely noticed when it was injured until later. That could be useful, but Peter was damned if he could think of how right that moment.

Its one eye was simply a gaping wound. Blood crusted down its cheek and neck, while the other blazed bright red with fury. It growled. A low basso sound that was felt more than heard.

He could just make it out as a name and a word.

"Mary Jane. Mine."

Then it's red veins glowed brighter and it exploded into furious motion, charging at him on its knuckles and single good leg.

Peter made a diving leap to one side, but it swung its immensely long and massive arm around in the middle of the charge. It caught him in mid-leap. He'd subconsiously flared and tucked his mass away during the leap, lightening himself to add distance, but the backhanded blow caught him hard in the middle of the back, moving in a rising arc as the fist came up from serving as a temporary leg for the Rhino.

He felt a strange, unfamiliar pressure from the Rhino's arm as it lifted him, the blow sending him up and outward. It sent him literally flying, the contact between the flaring veins of red in the creature's arm somehow interacting with his red haze and multiplying the force of the already tremendous blow.

Peter could feel his ribs creak, but having been in mid-air when it struck had actually helped save him, he found himself hurled eighty feet in the air. He spread his arms and feet to try and orient himself in mid-air and flared heat and haze by reflex.

His almost negligible weight caught the wind and he drifted in a vaguely directed glide, still falling, but he felt like he actually had control over where he would fall. He was not, for instance, going to slam into his own house, which seemed to be the direction the Rhino's blow had hurled him in.

He drifted back down to the street, nudging himself into that direction more by instinct than design and landed with a sort of skipping half jog with arms flailing as he tried to stay upright once he touched down on the ground, slowing down to a clumsy halt.

The awesomeness of the fact that he'd practically flew... that he'd been drifting on the wind was something that he would definitely have to explore later. For the moment, he stood almost in front of the Watson house.

His eyes flicked up to the second floor window. MJ was there. She met his eyes and he could see the recognition in them. He wanted to shout at her. Scream at her to get out of the house and to get everyone out, but he didn't get a chance to before a flicker in his peripheral vision sent him madly dodging out of the way of a thrown pick up truck.

It smashed into the street, a wreck of twisted white metal, narrowly missing Peter and he looked around wildly for the Rhino. His nose caught the scent and his eyes focused.

It was running full tilt at him once more. This time it had practically two blocks worth of open asphalt to build up it's speed and Peter's mind went into the automatic calculations of just how much force it could strike him with and he was apalled.

Worse. If it decided to turn away, it could hit the Watson house if it chose to ignore him entirely. He couldn't let it do that. He burst into his own run, charging towards the creature full-tilt once more. His mind churning over what he knew about the Rhino. He could not let it get close. He would not let this thing... this remnant of Brian Watson get anywhere near MJ.

It was immensely strong. And almost invulnerable. It's hide was tough enough to resist small arms fire and his claws to some extent. It's bones were massive and dense. They would have had to have been to support it's weight.

It could feel pain, but didn't register it quickly. It could move very quickly on a straight line. It's arms could move with deceptive speed. But it wasn't really agile. It didn't... or perhaps it couldn't react quickly to a sudden change. It had caught him during his dodge earlier because he had moved predictably. Because he had just stood there when it had charged him.

It bellowed once more. The words almost coherent now. Still the same cry.

"Mary Jane. Mine."

Peter was faster. More agile. He was smarter.

He was not giving MJ to this... thing.

Terror and furious, righteous anger roared in his head.

This is insane, his voice screamed at him.

"You can't have her!" He roared as he ran.

They closed and he saw it begin the slight shift in it's running stance, preparing that arm again.

This time, Peter was ready.

It's huge grey arm lashed out and Peter timed his leap just right. His feet shifted to talons and he grabbed hold of it's forearm with them, using it's own arm as a perch. Peter clenched his talon's tight, keeping hold as tightly as he could and jamming at least one blade into the creature's vulnerable elbow, stabbing it in between the joint with a slight twist.

There was that moment's pause as it's brain caught up to the pain signals it's body was sending it. Peter's hand blurred and changed during that moment between injury and reaction.

The Rhino opened it's mouth and bellowed with pain, it's single good eye closing as it did so.

Which was the precise moment Peter had been waiting for.

The tendrils settled around his still human hand, revealing the gun he'd taken from Officer Martin which had been in his pocket. He shoved the barrel into the Rhino's open mouth, angling it downwards, towards the thing's throat, and he pulled the trigger.

He could fight smarter. The Rhino was practically an animal.

Peter was a tool user.

The first explosion of sound and stench of gunpowder from the service pistol was actually startling for it's intensity. He would have flinched, but the Hunter's reflexes kicked in and he held. He pulled the trigger and kept pulling, sending bullet after bullet tearing down the creature's soft throat and guts.

Immensely strong bones and an invulnerable hide did you no good if the bullet bypassed them. If anything they made things worse, Peter mused. He imagined bullets and bullet fragments ricocheting off of those strong bones and invulnerable hide, bouncing and rebounding inside, tearing delicate, vulnerable organs to shreds.

Blood sprayed out of the Rhino's mouth and it staggered, its mouth still hanging slack and open. Its good eye opened and stared in stupefied shock.

It swayed, tried to put it's weight on its bad leg and then simply collapsed onto it's ass, dull incomprehension on it's face as a wet gurgle escaped from its throat.

Peter realized belatedly that his lips had peeled back into a savage grin. Had he been smiling like that when he'd pulled the trigger? He had no idea. He licked his lips and found blood spattered on them.

He shuddered and fought down the urge to spit. He'd emptied the pistol, but he hadn't changed positions yet. He still had it pointed into the slack-jawed Rhino's face. His breathing was hard and his heart still hadn't stopped hammering.

He'd beaten it. He'd not just survived, he'd beaten this thing down.

He looked up to the window where MJ was, his excitement overriding everything else in his mind.

Her expression looking down at him was strange and distant, but his enhanced eyesight could just make out the beginnings of a smile tug at her lips... but it changed, turning to horror and she pointed.

Peter turned his attention back to the Rhino and found that it's eye had come alive again. Blazing red with anger, pain and hatred.

It leaned forward, surging towards the few inches separating it from Peter's outstretched arm. It's mouth clamped shut with a sickening series of cracks.

It's teeth, white and flat and huge had closed around Peter's wrist. Dense as his flesh and bone were, the Rhino's were just as tough. It's jaws clenched convulsively and bit off Peter's hand, the gun still clutched in it.

Peter stared at the ragged stump where his hand had been even as the Rhino made a pained swallowing noise. It hadn't parted clean. The bones were crushed flat. The flesh torn. Blood vessels were savaged and torn open, bleeding copiously.

It made... no sense to Peter. It couldn't have happened.

Oh. Cletus had said. Well, that ain't good.

He was supposed to have a hand there.

That just... that didn't make sense.

The Rhino looked at Peter's expression and gave a nasty, booming laugh, it's eye glittering in malicious amusement.

Peter stared at it. It was mocking him.

Even as he watched he saw a blank white sphere push it's way forward into the blood-encrusted hole where its destroyed eye had been. It rolled in the socket and a new eye appeared. Perfect. Unblemished.

Not only was it mocking him... it was healing.

It's eaten our flesh. His voice drawled, It's like the Drago again.

Peter's fury spiked. That... was not going to happen.

He clenched his remaining hand, his left, and drove his fist into the thing's open mouth and shoved it down it's throat.

The Rhino made a choked noise and tried to close his mouth... to rip and tear the other arm off as well, but Peter had been too fast. He'd caught it unaware. and at this point had shoved almost his entire arm to the shoulder down it's throat. He could almost feel how badly torn up it's insides were... but he could tell it was already beginning the healing process.

That he wouldn't allow. His fingers became bladed claws, tearing fresh, gaping wounds inside its body, that caused a spasmodic convulsion in the Rhino's body and it's eyes began to roll up in their sockets.

The sight gave Peter a savage satisfaction that would have shocked him earlier, but now, he simply reveled in it. It wouldn't be enough. It could heal from that.

That could not be allowed.

With a cold smile on his almost non-existent lips, he unfolded the feeding tendrils of his arm within the body of what had once been Brian Watson.

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