Chapter 1

Caution: This Fan Fiction Sex Story contains strong sexual content, including Ma/Fa, mt/ft, Teenagers, Science Fiction, Superhero, .

Desc: Fan Fiction Sex Story: Chapter 1 - Better armed with his newly designed spider tracers, the criminals of New York City are about to get it much worse. However, as his past of cutthroat business tactics catches up with Roderick Kingsley, and Ned Lee closes in on the Spider-man and Green Goblin scoop, a new player with an old face takes to the field.

"Desiree, this is unacceptable," Roderick Kingsley sat down across the boardroom table from his current antagonist. This was all a tactic, a see-through mockery of camaraderie. Kingsley was dressed superbly wearing a dark purple suit and red shirt. The flower in his lapel and the fragrance on his person were a slap in Desiree's face. "We're experiencing needless losses and delays. When it was agreed to put sales into your hands there was an agreement for your best. I'm starting to see why Revanna struggled."

The "we" cut the deepest. January 1st Kingsley had come for Revanna. Desiree's last ditch efforts through Christmas, on the ground, in the faces of any potential customer because she couldn't afford another saleswomen, had been fruitless. The only thing she had to show for it was a memory of coming face to face with Spider-man.

The legal, ha, takeover of Revanna by Kingsley would have left her destitute and listless. She had managed to assure this position with the expensive aid of a local PI named Ashley Moon. She hardened her eyes. She wasn't going to be bullied further. "There are costs to doing business, Roddy."

"Yes there are," He responded to her mirror of his familiar reach with a smug smile. "However the troubles highlighted in your folder suggest sabotage."

"Are you making an accusation?" Desiree sat rigid.

"I would hate to make this get together hostile, Desiree." He didn't lose an ounce of composure.

"Then all you have is hearsay. I won't sit through this persecution." Desiree stood up. Kingsley appeared aghast at her tone and demeanor. She marched towards the door. Her hand stopped at the knob. "If you were being sabotaged, it would take years to even touch the profits you're bleeding out of my work and my dreams."

She ripped open the door to see Jason carrying a folder. "Your dog is here, Roddy."

"Ms Vaughn-Pope," Jason remained in her path, "You'll want to sit back down."

The blonde sneered at the bodyguard. The staring contest was in his favor. She curled her lip in disgust as she marched back to her seat. Jason stood over the shoulder of her chair. She adjusted the silver blouse she was wearing. She felt exposed and vulnerable between these two men.

"In this proposal," Kingsley opened the folder in front of Desiree, "You'll see an agreeable solution."

The charts and affidavits were doctored. Evidence planted and conceived to match the damage she had caused. Only, she had been clever and traceless. Given time she could fight it, but she had little savings and Kingsley could tie this up in court forever. This weapon of his was worse than the corporate muscle she had been hammered with over the last two years. She snarled. It took months of lawyering to find her any headway last time.

"You have me over a barrel," Desiree turned through pages. The severance was the rest of her year's pay. There was no victory in that but there could be opportunity. "What is it you want?"

Some small part of her dreamed of being coerced into a sexual affair. Not out of attraction. Kingsley was slime as far as she was concerned. She just wanted some means to fight him. He had taken her ideas, her dreams, her hard work. What was her pride to hurt him?

"Just sign the forms, Desiree," Kingsley affected an air of remorse. Jason handed her a fountain pen. She sneered. Her signature was beautiful quickly over with; a theme to all of the events in her life. "Do you need to be escorted out?"

"Roddy? Please go straight to hell." She answered yes.


Martha Connors leaned back against the glass doors. Florida wasn't treating her well. Picking up and moving from the city she had adopted and loved was hard enough. Feeling the foot on her ass to get her moving was enraging. Curt had been despondent since The Lizard. The few moments of the old Curt since then had been chased by immediate favors. Billy missed his friends. He wasn't taking to the new school with anything but antagonism. Martha had hoped she still had five more years before he grew into a disgruntled teenager. Life went on. She rolled her shoulders and stood up. She stepped forward to enter the supermarket.

"You look like you're having a bad day." The woman's voice made her back stiffen. Martha had been living fairly insular since coming to Florida and wasn't expecting anyone to take an interest in her. The woman who talked to her was tall and beautiful. A black woman with the hint of a Caribbean accent. She was probably a few years younger than Martha.

"It's not just the day," Martha sighed. She hated being so gloomy, "But I can push through it."

"It's not always just pushing through it that needs to be done," The black woman fell into step beside her. "I find a distraction helps."

"I haven't really had time to find myself distractions since I moved here."

"Oh?" The black woman smiled, "I'm new to the state as well. Just a few days out of New York City. It's so hard when you don't know anyone."

"New York? That's where my husband and I came from," Martha lit up a smile, "Well, you know someone now. I'm Martha."

"Calypso," The black woman took Martha's hand, "Let's say we get to know each other as we buy healthy food for people who won't appreciate it."

"Ha!" Martha smiled, "You know, I can see us being quick friends."


In nature, everything is connected. As scientists we explore and expand on those connections. Maybe as people, we should do the same?

That had been the first connection Peter had made with Liz. That had been September. Things had changed since then. She had barely kept a thought in her head. The quarterback's girlfriend, she had built the socially acceptable persona of the dumb cheerleader. Peter had given her more.

"You can be a nerd," he had told her. "You're smart."

Peter Parker had seen the best of Liz Allan and expected it of her. In doing so, she could hardly remain the half person she had been with Flash. She blamed herself for that relationship. She and Flash had done more growing up in the last nine months than they had in all their life. Still she bombarded herself with ifs and whys. If Flash hadn't been hurt, Liz would have been with Peter in early November. In that tiny window, Gwen had muscled her place in Peter's heart.

She loved Harry Osborn. Whatever Liz believed about Peter and Gwen, she knew they wouldn't be together. Gwen had chosen Harry. Gwen wouldn't leave Harry and steal her Petey.

Still he had hurt her. He had dressed up some it's not you it's me horseshit. Nothing had hurt like that. Not the fear she had felt when Flash went into surgery. Not the anger she felt when Mark had become Molten Man and was determined to gamble out of his hole.

Heartache had armored her. Liz had become someone who could keep Peter if not love him. He had saved her again. The flowers were both apology and testament. She had known he had feelings for her. He couldn't hide that. She had been second and that had stung. But now she was together with Peter. She understood. She had realized that love wasn't being the first one but being the right one.

He cared for her and she saw it in everything he did. She learned from him and more than just biology. She had a goofy smile on her face while he explained how mitochondria produced energy.

"ATP is--Whoa! Liz!" He was cute by how much he jumped when her hand settled on his thigh.

"Maybe its time we switched to chemistry," Liz suggested through a heated smile.

"I made a promise to you, to Aunt May, to professor Warren to bring your grades up." Peter ended the kiss.

"And you think I'm not going to make it?" Liz cocked an eyebrow and grinned.

"No, actually you're going to ace it," Peter backpedalled, "You just need a little more work and you'll be at the top of the class."

"Well I'm never going to beat you," Liz pointed out.

"No," Peter's agreement caused Liz's smouldering gaze to burn. "But it doesn't mean you can't tie me for a perfect score."

"Ha!" Liz laughed releasing a tension she hadn't quite felt coiling inside her. "There's got to be a good way to see how much work I need."

"I could quiz you," Peter suggested, "That'd be the easiest way."

"Excellent," Liz sat up, shook out her hair and smiled. Peter overcame his temporary hypnotic trance.

Peter closed the textbook. "What are the 5 kingdoms of living organisms?"

"Animal, plant, fungus, eukaryotes." She stopped for a second just until the look of pride on Peter's face started to waver. "Prokaryotes."

"Right," Peter grinned and then twitched at the clump clump of Liz's shoes hitting the floor.

"What are you doing?" Peter asked shocked.

"There's got to be some prize for getting the answers correct." Peter jumped as she felt her sock slide down the inside of his thigh. "Now close your mouth or you'll catch flies."

"Uh..." Peter closed his eyes and thought. "What is DNA an initialism for?"

"Deoxyribose Nucleic Acid." Liz responded quickly and sharply. She grabbed the hem of her teal t-shirt and ripped it off her torso.

"I don't know if this is the best test of your skills," Peter goggled at her blue bra, "I don't want you to get these questions wrong."

"Your Uncle Ben taught you a lesson." Liz pointed out. "You're not the kind of man to be corrupted by power."

The statement of fact enamored Peter further with Liz. She had also picked that moment to hand her right arm over the back of her chair. Her breasts displayed outward.

"What is the difference between plant and animal cells?"

"Plant cells have a cell wall made of cellulose and are more square than round in shape."

"Excellent!" Peter grinned. "Liz, what the--"

"I got the question right." She grinned sinking downwards. "I choose what clothes come off."

She stood up with a wide grin and both of Peter's socks. Peter watched her settle back onto her chair. Her beautiful smiled dared him to choose a harder question.

"What is the process by which life continues to evolve?" He softballed.

"Natural," Liz grinned to display her teeth, "Selection." She thought for a second and then hopped forward. She pulled Peter's blue and grey shirts off together.

"Hey that's two articles of clothing!" Peter managed no legitimate outrage.

"I thought you were in a hurry with these easy questions." Liz shrugged the challenge was clear. Peter wouldn't have his teaching skills besmirched.

"Fine," he grinned darkly, standing up in front of Liz. She looked up at him. Her smile was both innocent and daring. "What are essential amino acids? Name five."

"Better." Liz stood up. The distance between them negligible. Peter felt tingles running up his spine. He could feel the cups of her bra lightly pressed against his chest. They never broke eye contact.

"Essential amino acids are amino acids the body is unable to produce on its own. Therefore they must be provided through diet."

"Exactly right." Peter said and Liz reached behind herself. He felt her breasts jiggle as she unlatched their support. "Slow down Liz. You still have to name--"

"Lysine." Liz interrupted. Peter nodded and she reached forward to unlatch his belt. "Tryptophan." She pulled down his zipper. Peter swallowed air. "Phenylalanine." Another nod and she undid the button of his jeans. They began falling down his legs. "Methionine." Peter was now smiling like a fool. Liz pulled down the zipper of her skirt. That tumbled to a crumpled heap around her ankles. "And cysteine."

"Actually, cysteine is a nonessential."

"Damn!" Liz barked with feeling. She reached up behind her self and closed the hooks of her bra. She stepped back from Peter. Turning from him, she stomped and cussed. He laid his hands on her shoulders.

"C'mon Liz that was a pretty advanced question. If Dr Warren asked something like it it would be circle two essential amino acids." Peter stepped against her back and wrapped his arms around her belly. She smiled triumphantly at the hard penis pressed against the top of her butt.

"Almost isn't good enough, Peter." Liz turned and put her arms over Peter's shoulders. She caught his eyes and stepped forward and leaned her head on his shoulder. "I need to make you proud."

"I am ecstatically proud for how far you've come." Peter kissed her black hair. He took his hands from her side and began pulling down his underpants. "I know you're ready. I'm going to be fighting you for top marks."

Liz looked up brightly. Had he just said that she would outscore Gwen? Her smile turned feral. Her breath grew hot. Her panties flooded. She needed her Petey.

Peter worked her bra off. The spider-sense aiding him and in his confidence he stepped back pulling the garment down her arms and away from her body. She had dark nipples, erect and excited standing up from her breasts. The were high, round, full and beautiful. Peter would have swept her up in an embrace. Kissing her fiercely while he took her flesh in his hands and worshipped her. Liz acted faster than Spider-man good she sank down to her knees. Her long slender fingers directing his cock to her glistening lips.

"This is a beautiful cock," She whispered hungrily. Her left hand was cupping his balls. Lovingly, stroking the down from his shaft. Peter stepped a little wider apart. She kept her index finger draped over top of his cock. The nail of her pinkie finger scraped down across his asshole. Her right hand held the shaft. The pad of her thumb setting pressure against the base of the head while her fingers tugged up and down over the top of his shaft. She kissed the red head along the bevelled foreskin. Returning to rub her tongue back around. Peter grabbed her hair.

"Liz! I'll come! Slow down. You--Ah!" Peter grunted as he quickly succumbed to Liz's expertise. Her lips squeezed down over top of his cock and her hands tightened. She pulled every drop of semen onto her tongue.

A dribble escaped the corner of her coy grin when she looked up at Peter. Her boyfriend's head rolled backwards. She licked around her lips to keep from spilling anything on her kitchen floor.

"How's that Petey?" She asked as Peter finally breathed and slightly recovered.

"Liz! I kinda don't deserve you." He gasped. His hand stroked her cheek. She nuzzled into the caress. She didn't agree with him this time. Her fingers slipped back over his cock. He was already recovered.

"Oh, Petey..." She smiled up to him. He reached for her elbow and lifted her to her feet. "I'm always surprised by you. Do you know how strong you are?"

"Not always," Peter grimaced but she pushed her right knee over his left thigh and brought her lips to his. Peter accepted the kiss without considering where her mouth hand been. He let his hands settle on her hips. He pulled her body forward as she rolled her shoulders up. She kissed down onto his tilted back head. The stiffness of his cock rested against the soft skin of her thigh. He was balanced on the lip of his chair with just the curve of his ass.

Liz picked up his cock in her hand. It was still slick from her saliva. Her fingers tried bringing it to her sex. She had never felt so ready for sex. Peter seemed excited to. He was guiding her hips toward himself.

To Peter it was an awkward position but not undoable. The limits of his balance, flexibility and strength had been so far expanded that he could easily make it work. Every moment that he felt the press of her soft brown skin against his was incredible. Every second he saw the sexual drive reflected in her eyes was unmatched. Every kiss. Every whimper. Every connection. The head of his cock slipped up from her vagina and bumped into her clit.

"Petey..." She moaned. She took the base of his cock with her index finger and thumb.

To Liz it was hard to concentrate. She had spent weeks and weeks in a hurt filled angry denial. She was finally having Peter. Every previous fuck had been nothing more than a bookmark. She was impatient to get him inside her. There was no bad feelings in her heart. She would be filled by him. Their physical arrangement was horrid. Peter's cock slipped backward to be nestled between the curves of her ass.

"Petey?" She leaned forward and crooked her head into his shoulder. He brushed her hair. She shivered, expecting a collapse into a heap on the floor. "Let's try the table."

Their biology textbooks smacked the floor with two thumps. Liz moved the vase of Petey's flowers to the kitchen counter. He came up behind her. She felt his erection flush against her naked back as he started kissing the corner of her neck. She guided his hands. From her left hip to the valley of her breasts. Peter felt the fluttering beat of her heart. He nipped her neck as he collected her breast in his hand. His thumb crooked over her nipple. Hard tipped and pointing outward.

"You have such an incredible body." Peter praised. She directed his left hand over her waist and across her stomach. He began the descent and she reached into his hair. Her shoulders falling limp against his chest.

The fingers that teased her pussy were so strong. Liz had been excited, craving, ready. The first pressure against her clit nearly jellied her knees. She gripped tightly around Peter's head.

She was so wet. Peter swirled the tip of his middle finger over her clit. She gasped. Shudders running under her skin. He held apart her lips. Her need was drooling over her thighs. Peter started walking her backwards. He needed to satisfy the erection held against her back.

"Liz ... Liz..." He whispered when he bumped into the kitchen table. He nipped the lobe of her ear to get her attention. Liz only sighed. He stopped caressing her sex.

"Huh? Petey?" She struggled through the haze. He turned her to face her. She accepted the kiss as an explanation. Liz turned the two of them. She hopped up onto the lip of her table. He pulled her knees apart. If he was any taller or shorter he would have had to take a an awkward bend of his knee. This was it. Peter grabbed Liz underneath her thighs and pulled her forward.

"Petey," Liz held his cheeks while he pulled her ass off the table and onto his cock, "I'm in love with you."

The words matched the entrance into her sex. Peter stopped. All of her weight balanced easily with his superhuman strength. He wanted to speak and his lips flapped like a hungry yellow puck chasing ghosts.

"No," Liz kissed him and lifted his eyes to hers, "I don't need you to say anything before you're ready."

There was an inherent promise in this. He had to fall in love with Liz. Or he had to break her now. Sweat beaded on his forehead and all he could see was Liz's affection. She began rolling her hips. The sweet sexual flesh rising up against his cock. Peter could only wallow for so long before the pussy around his cock took precedence. Liz's ass settled back on the table. The brown skin of her ass rippled with Peter's first thrust.

"Uh, ha-aaa," Liz sighed slowly. They started so slowly. She rolled back and forth the breadth of her ass. He slid his hands up behind her shoulders. Their bodies molded together. Some perfect feeling they had only previously imagined. Liz rested her head on his shoulder. Her left hand was palm flush against the tabletop. An unnecessary requirement, Peter had her and he wasn't letting go. His cock slid deeply inside her. He was drawing out and she was chasing. They brought themselves together again. Liz whispered a plea: "More."

Speed joined their sex seamlessly. The wet collision of flesh was the first movement of their orchestra. Liz grunted and keened with musical need. Peter huffed and hissed in rhythm. Their hearts added a crescendo percussion.

Climax: a symphony of Peteys, Lizzes, oh Gods, one I Love You and an untold number of wet splashes. The cum raced inside her pussy. No fear, she was protected. Peter had shown her what kind of woman she was. Intelligent, loving, capable, situationally obsessive. She was going to be a woman with a future not another teenaged statistic. She just wouldn't imagine her future without Peter.

For the first time since Liz had coerced him, Peter held her tightly. His and her bodies satisfied. He put his nose into her hair. Her shampoo and sweat made an intoxicating aroma. She kissed the side of his neck as he had for her. The clock said Peter would have to be on his way, but they were determined to share this moment a while longer.


Peter usually managed to arrive at M3 before high school started to suck. Today was a different sort of day. On the bus he was forced to suffer MJ's black silence. Meanwhile, Sha Shan and Flash were glaring at him. Apparently, stopping MJ had set Flash's recovery back months. He gripped his cane tightly. He had already lost any chance of a college picking him up. His mom and dad could help with university but he had been intent on making his way on his own. He didn't blame it on Peter, not the injury. He didn't even blame the exacerbation on Peter. He would have dived for MJ in the same situation over and over again. Sha Shan was proud of him, as were his parents, his sister had even laid off calling him jerk last night. He took no direct action against Peter. He made no juvenile attempt at bullying. Peter felt the atmosphere begin to crush him.

MJ strode off the bus. Her chin up and her legs hurrying as she left Peter behind him. Flash and Sha Shan passed him like he was dog crap on the sidewalk. Peter envied dog crap, at least that felt a few moments of warmth.

Sighing, he soldiered forward. His eyes caught Harry walking hand in hand with Gwen. Peter's sighs seemed chronic. What else was going to destroy his day?"

"Petey," Liz was waiting for Peter by the fountain. She was in her cheerleader costume. The breezy summer look accenting her complexion and figure. She brushed her hair over her ear. Peter did his best not to verbally curse the heavens as he prepared to defuse this bomb.

"Listen, Liz," Tear it off, like a bandage, drawing it out only hurts more, "About last night, I didn't--"

The trumpet made him jump. I had been a long time before he had been so startled. His spidey-sense didn't seem worried about tonitis. He flashed around. Liz's hazel eyes widening and her smile tugging as she saw the extravagance. It was three men dressed as Spider-man wearing those flat america hats that seemed omnipresent in old movies and political rallies. The black spider emblem on their chest had been replaced by a bright pink heart. The first Spider-man stepped forward on bended knee. He placed one hand over his heart and offered a single rose.

"To Liz, you've caught my heart in your web!" He presented in a bright tenor.

"Oh my God, Petey!" Liz jumped up and down. "This is so embarrassing you must want to die right now!"

"That's the nice way to put it," Peter's redness was caused by anger. First at Harry, but then he realized he had he had somehow agreed to this. Now he was just angry at himself and the spider-slayer. He was still raw and sore from the pitched battle yesterday. The second Spider-man stepped forward. He held a huge black box of chocolates tied off in a red ribbon. Peter looked to the last Spider-man and grimaced at the burgundy felt box. At least it was oblong, for a necklace or a bracelet maybe. Had it been ring sized, the world would have discovered his secret as he instantly webbed to safety. Perhaps in front of an oncoming bus.

"Lovely Liz," The Spider-man offered the chocolates to the giddy cheerleader. "You turn me upside down."

Peter wanted to flee. How come no one who wears my costume ever gets the quips right?

"Miss Liz Allen," The third Spider-man had come forward and opened the jewelry box to reveal a light silver chain with a little sapphire pendant. It looked beautiful and in Peter's price range. The non-extravagance deflected the idea that Harry was behind the gesture. "For all the things I've never said I'm sorry for. For all the ways you'll make me a better man. From your Petey."

The spider-man offered to fasten the necklace around Liz's neck but she shooed him off. She passed the chain to Peter and used both her hands to lift her long black hair up from her neck. Peter swallowed as he caught the beauty of her skin and the invitation to be with her in front of the whole school. There was no escape, not without stomping her heart down and that wasn't the man Peter was. Liz was a lovely creature, a bright affectionate girl that quite fiercely felt for him. Maybe she wasn't his first choice, maybe she wasn't Gwen, that didn't mean he still couldn't choose her now. He would have to wait for Gwen, like a vulture over Harry's slowly dying body. After the fight last night and the ice he was feeling from MJ and May, Peter needed a little happiness.

It took him three attempts to figure out the clasp and attach the chain behind Liz's next. The Spider-men were clapping lightly, infecting some of the crowd with their applause. Liz spun on her toes and slung her arms around behind Peter's head. Their kiss caused the well wishers to explode with cheers and some of the worse class clowns to throw inappropriate catcalls.

"Ugh, just when we were through with the geek," Sally sneered. Rand gripped Sally's shoulders.

"She hasn't smiled like that since the breakup, Sal," Rand held his girl close.

"Yeah, she thinks she's found the perfect shoes doesn't mean they fit her." Sally grumbled.

"But they're her feet," Rand overextended the metaphor.

Gwen was watching the display from her first class's window. She didn't have History with Harry so she wasn't hiding the look of hurt or the knots tying her guts. She squeezed her eyes shut holding back tears. A few slow breaths and she took her seat next to MJ.

"What's wrong girlfriend?" The redhead had avoided the whole display, unconcerned with whatever high school bullshit was going to explode today. She had wanted to keep her hurt and anger fresh for Peter.

"A little bit of everything," Gwen declared. She leaned in against MJ as she received a hug. Mary Jane felt she needed it as much as Gwen.


"What's wrong Gwen?" Peter had been getting the cold shoulder. The bus ride to his after school internship had been a frosty silent hell. He had been forced to call and check in with May. He had sat next to Gwen and while their conversations had been quiet and melancholy in the recent months, they had existed. He had never felt this anger from her since they had gone skating over Christmas break.

"What's wrong is that you've given up on me!" Gwen had wanted to growl but somehow couldn't work out the rage. She wouldn't kick him out of his bus seat but she wouldn't force herself to talk to him yet. He was slow to catch on. He had tried broaching the subject about he and Liz but she shut that down. Now they were doing their jobs at the lab and she was going out of her way not to share a workstation with him.

"Mr Parker assist me." Dr Warren announced as he strode past Peter.

"Of course, Doc," Peter put down his cloth and windex and pulled off his thick rubber gloves. There was a box of medium sized blue latex gloves on the counter next to Doctor Warren. Peter inserted his hands into a fresh pair with two snaps. "What are we doing?"

"I have here a blood sample that has been seeded with a strengthening agent." He gestured to a test tube rack that held one glass tube of blood and a metal tube. "I am going to attempt introduce healthy jupiter spores into the mix. I am looking to see if they can be regulated."

"Interesting," Peter's eyes perked up. Debra walked behind them, her face twisting into an envious grimace. "And this could lead to helping John Jameson?"

"Among others." Doctor Warren agreed vaguely. "Please pipet 2 ml of Jupiter Spores into this mixture." He slid a graduated beaker in front of Peter. It contained a strong smelling solvent. Peter stepped back. "It's non toxic but harsh smelling. Please, don't be so cowardly."

"Of course," Peter stood up straighter. It was something Kurt would have forced him to perform in the fume hoods. Peter drew a pipet and bulb from a drawer and set to work. Doctor Warren was preparing glass slides with his SM-07 sample. Peter added the jupiter spores to the solvent and stepped back, rubbing the water from his eyes. Gwen and Debra had appeared over their shoulders to spectate. "The solution is ready."

"Excellent." Doctor Warren gestured and Debra handed Peter an eyedropper. "add one drop to both the B and C slides."

The slides were prepared while Debra brought over additional microscopes. Doctor Warren was looking into the first sample typing shorthand notes into a word processor. Peter taped the left edge of each slide after sandwiching the blood and parasite between the glass.

"Remarkable." Warren finally stood up after looking in the third instrument. It had been nearly twenty minutes.

"May I take a look?"

"By all means." Warren stepped out of the way for Peter. Gwen stepped up and examined Sample C while Peter looked at Sample B. Their two shoulders touched and the sophomoric instinct to flinch away was quickly overridden by their shared curiosity.

"The leukocytes are active!" Which was surprising in a cold blood sample without the oxygenation and digestive processes of the human body to promote life. "They're surrounding the spores. It's incredible."

"It is a brilliant step forward." Warren nodded. "I understand you work at The Bugle mr Parker. Please refrain from passing on this single stage development to Mr Jameson."

"Um," The idea of Jolly Jonah's ecstatic face was enough to keep the information to himself. Except, Peter liked John. John needed this cure. He looked into Doctor Warren's passive face. Peter trusted him, despite Martha Connors' warning, Warren had proven very clinical and methodical. If it wasn't time to raise Jameson's hopes, it wasn't time. It was at this point that he remembered quitting The Bugle. "Of course, Doc. I don't work there anymore anyhow."

"Good." Warren slid his gaze across his interns. "That is enough for today. Pack up and go home."


"You seem distracted May," Doctor Nicholas Bromwell, cardiologist, laid his hand across May Parker's hand. "What's wrong?"

"It's Peter," May sighed, "He's just been so reckless since Ben passed. The job at the Bugle was bad enough."

"He's a teenager, May. I've suffered a few of my own. They'll find any and every way they can to terrify and enliven you."

"How did you make it through it?"

"By holding tight to my seat and being as available as I could."

"I sometimes feel like the chair is being pulled out from under me."

Bromwell squeezed May's fingers and she looked up. They shared a tight smile. The restaurant around them was calm and quiet. Their dirty plates lay pushed to the side awaiting a busboy or waitress. May had promised Bromwell that she would treat him to real food the next time they decided to have dinner. "Peter has lost so much. I'm actually kind of surprised I haven't had more trouble with him."

"He's a good kid. I've spoken with him, very bright. So long as he keeps his brain working he's going to turn out quite alright."

"He's so much like his father it's scary. I wish Eddie was still around, that boy did a world of good for Peter."

Bromwell grimaced. He had met that boy too. He hoped Peter wasn't following too closely in his bro's footsteps. "What's say we move along? I know this great jazz band playing not far down the street. Perhaps a little music will cheer you up?"

"You know," May grinned as Bromwell helped her to her feet. "It just might."


"Thanks Aunt Anna." MJ put her hands around the steaming coffee mug. It was filled with tea and a splash of lemon. MJ calmed down again. "Sometimes I wish I could just live here."

"We tried this a long time ago," Anna sat down across from MJ, "But without getting child services involved your mother will keep bringing you back home."

"I don't want dad to go to jail," MJ declared.

"He hasn't hit you?" Anna knew the moment that happened she would act with or without MJ's consent. Her brother was many things and if it wasn't for MJ she was pretty sure she would have cut ties with him over a decade ago.

"No, he wouldn't," MJ thought about him and the night before. "He wouldn't."

Anna agreed, the one thing her brother had never done was hit MJ. Even at his alcoholic worst, he stayed his hand. It was the only reason she tried to help her sister-in-law as well as her niece rather than extricate them. As soon as MJ was 18, and hopefully there would never be cause to emancipate her earlier, Anna was going to get the fiery girl into an environment where her personality could thrive. MJ had so much to offer the world and as this model job was showing she had the energy and willpower to share all she offered.

"But I can stay here for a few more days? Just until the end of the weekend."

"We could probably get away until the end of the school year if you like," Anna pushed for more in a way that kept MJ from getting her back up. "Besides I'm sure May would feel better to have another set of eyes on Peter."

"Yeah, he does seem to need a babysitter lately," MJ grumbled. Anna sighed. She really liked May's boy. After Mark and his gambling problem, May feared MJ might have an attraction for men who were no good for her. Although the few times she had met Mark Allan she had been quite impressed with the boy. If only he hadn't taken to gambling.

"Are you going to the party? The one at Hydra?"

"How did you know about that?" MJ smirked with the corner of her mouth.

"Just because I'm old doesn't mean I can't be in the loop," Anna announced.

"Well, I was planning on tagging along with Glory and Kenny." MJ brushed her hair back.

"You could go with Peter. You always seem to beam after coming out from a night with him." Anna took a sip of her tea and watched the teenager over the rim of her mug.

"No, I mean, I think I have to go as Mary Jane not as somebody's date." She decided. She couldn't get into why she and Peter were at odds at the moment. Secrets sucked, but she had enough of her own to respect Peter's.

"Now that, I understand," Anna grinned. "Oh, I almost forgot!" Anna hopped up and rushed over to the kitchen counter next to her refrigerator. MJ watched the woman putz around, shuffling papers and attempt to root out whatever she had forgotten. She grabbed the papers and brought them over to the table.

"Is this the form?" She rushed her eyes over the words. "Is this mom's signature?"

"Yes, she does understand what this means to you," Anna nodded. "Now quit gawking at bureaucratic paperwork and fill out the damned form."

"I can't believe she's letting me get the passport. Can we expedite this? Lily said if I get my paperwork quick enough that I could convince Roddy to let me join them on the Caymans shoot in July."

"Absolutely," Anna rubbed MJ's shoulders as the redhead filled out the form. "You don't hear this enough MJ, and not from all the people that need to tell you. But I'm proud of you. Very proud."

MJ managed to keep the tears that came to her eyes from streaking her the ink of her pen.


"Petey!" Liz wrapped Peter up in a much needed encircled hug. He felt like a drug addict. He could see the damage that was permeating his life. He could feel the rock bottom rushing up to him but he couldn't stop. Liz was incredible. Beautiful, intelligent, caring, anybody would be lucky to have her smile at him.

And yet ... He didn't go looking for Gwen. She had cut that line of inquiry quite dead. Peter squeezed his arms around Liz. She smelled as beautiful as she looked. Peter tried to smile. The result wasn't even that fake looking.

"Hey, babe," He tore a page from Harry's book, uncertain as he was with names now. "You look gorgeous."

"Thank you," She beamed, "Boyfriend."

The pair unleashed a sickeningly sweet aura that the average high schooler avoided with a wide berth. No one tried to intrude on their conversation. Sally marched steadily by, a few paces in front of a shoulder slumped Rand Robertson. Flash and Sha Shan were sitting on a bench and wouldn't look up for the end of the world. MJ's eyes followed them until they disappeared around a corner.

"I didn't tell you! I got the cutest skirt for the Hydra party next weekend." Her voice dropped several smoldering decibels. "You'll absolutely love it."

Peter's grin twisted awkwardly as his eyes widened and he blushed. His throat seemed to have closed off when he returned his ever witty: "Oh yeah?"

"Absolutely! This party is going to be the best." She broiled as she looked at him.

"I'm starting to be persuaded." Hydra was a popular under-ages club not far from M3. The school seemed to have come to agreement before Peter had begun attending that Hydra was the place to be. Until prom, this end of the year party tended to be the most important. Peter had never gone. Freshman year he and Harry had played Mario Kart in its many forms and overdosed on soda and salty chips. Last year, he had been bowling with Gwen and her dad.

"Oh, don't get excited just yet." Her lips neared his ear. "There is so much more I've got up my sleeves."

"That sounds amazing but..."

"No buts. This is the best thing we can do for us." Liz announced. Everyone who seemed to get with someone at the Hydra party was dating them when the next year started. That was where Sally had landed Rand. That was where, in freshman year, Liz had begun dating Flash. "I really need you there."

"It's not that I don't want to." Which to an extent it was. "I still have no idea if I'll be allowed to go." Peter sighed. They had taken seats in the back of their biology class. The rest of the class seemed an insulating fog not interested in the two of them. Harry's arm snaked around Gwen's shoulder and Gwen tilted her head onto Harry's shoulder.

"It's not until after finals. I do well enough on that and I'm sure I can convince May to let me celebrate with you."

"You think?"

"Absolutely, it just means I'll need to spend a bit more time with you to make sure I'm the top of the class."

"And you can do it." Peter grinned. "Tomorrow we'll hit the books very hard."

"Ms Allan, Mr Parker, Those are not your assigned seats." Professor Warren announced after the bell to start class began. He had intended to be accommodating. It was incredible how far up the rungs Liz Allan had pulled herself under Peter's influence. Even her other teachers had commented how bright the girl had seemed to become, and to Warren's knowledge, Peter only tutored biology. However, despite the class's best attempts to ignore the couple, their need to plan for this silly party was due to disrupt his lesson. Liz squeezed Peter's fingers as he moved forward a table to the icy reception of Gwen Stacy.


Today, Gwen's shoulder was just as cold. Peter soldiered around the lab listlessly. He hadn't shared a word with her beyond. "Please pass the Windex." or "Dr Warren asked me to give you this." Peter wondered how quickly he could pull his hair out frustration with the aid of spider enhanced strength. Sighing audibly, and unknowingly earning a quizzical eyebrow raise Debra Whitman, Peter put his mop and bucket into the locker and shut the door harder than usual.

"Try not to be so unruly." Debra said from behind him.

Peter wasn't certain if it was better to hear that condescending tone than to not hear from her at all. He decided to accept any human interaction as a good thing. "But my unruly side is what makes me such a charming rogue."

Debra rolled her eyes and turned away before Peter got the reward of her smile. That was when the front door banged open.

"This will be over quickly and painlessly." A man, perhaps part refrigerator, marched in with a ski mask and pistol held loosely in his left hand. Two more men, less physically intimidating but similarly armed marched in. "We have no interest of breaking anything. We have no interest in hurting anyone. If the four of you could proceed to the that corner we will get out of your hair in a jiffy."

Gwen's knees were knocking and Debra's face looked gray and pale. Dr Warren quickly wrapped an arm around Gwen's shoulders and said. "Come along dear. These men are clear and assertive. They will keep their word. Mr Parker, I leave Ms Whitman to you."

"Uh," Peter had been sizing up the men. He could easily web and disarm them from where he was standing. That would cost him his identity. And even if he was quick he couldn't guarantee no one would get a shot off. He was between the gunmen and Gwen. He could dodge bullets but it would be better if they remained contained within their weapons. Debra grabbed for his hand just in time for Peter to assure the firing mechanism of his web shooter wasn't laying against the heel of his palm. "Yes of course. Come on Deb."

Debra and Peter hurried to the corner. Warren put Gwen and Debra behind himself but aligned it so Peter was the closest to the intruders. To the women he said: "This will be over quickly and no one will get hurt."

Peter's spider-sense was numb. He agreed with Dr Warren.

"I see you are sensible men. Stay in the corner and you won't get hurt." The first thug reiterated. Miles put his hand behind him on the counter and leaned back. Since Sable's visit he was wearing the weapon every moment of every shift. He kept an eye on Peter, the boy seemed primed for a fight. A battle was outside his interests, so long as these toughs weren't looking for the Spider-man samples. He settled a hand on Peter's shoulder.

"Listen to them, Mr Parker," He stood tall and looked at the attackers, "I'm trusting Gwen and Debra to you if things get bad. But until then, keep your head cool and your eyes open."

"Excellent advice, Dr Warren." It was then that the costumed criminal made her appearance. "I had heard rumors of your prudence and sense. I'm glad to see they were not exaggerated."

She was dressed with perhaps less flair but more style than most of New York's supercriminals. A dark violet coat fell down to her matching heeled boots. Her collar was turned up over her face, but the shadow cast by her wide brimmed hat seemed to illuminate her green eyes. She was an attractive woman, her dress an accent to her figure and the flare of her eyes compelling. Underneath the coat, which could only be seen as she strode forward letting the tails flow around her legs, she wore black stockings under a rose skirt. In her gloved hands she held a modified pistol. On the band of her hat and as a corsage around her left wrist were small bouquets of vivid violet flowers.

"And what is it I can do for you?"

"Sit quietly," She answered. One of her guards unbuckled a hand truck from a nearby wall. "I just need a single reagent."

"Who are you?" Gwen asked as she saw the woman, squat down and open the steel case below a fume hood. She capped and unscrewed a metal canister. Her muscle took it from her and one other matching one and tied them to the truck.

"My name?" The turn still obscured her face but the light hit her golden hair. She was familiar to Peter, the carriage and voice reminded him of Vaughn-Pope. He was determined to unmask and stop this woman. "You may call me Belladonna."

"Mr Parker!" Miles hissed as the men started moving out Peter began moving forward. He looked back at Gwen and saw the fear in her eyes. She had a striking look, like May had had last week after the Slayer attack. He slowed. He wasn't going to be able to follow her. Not yet at least.

"Are you alright?" He checked on Debra and Gwen, taking the responsibility Doctor Warren had given him to heart.

"I'm OK." Gwen admitted. The front door closed.

"I'm uninjured." Debra said. She stood up and brushed off the front of her skirt.

"Gwen call the cops," Peter said.

"Ms Whitman, tell me what this woman stole." Doctor Warren declared.

"I'm going to make sure they're gone." Peter said heading to the door. Gwen almost started towards him but Doctor Warren put a hand on her shoulder. She sighed and took out the phone to call her dad.

"It's time to see how well these work." Peter snuck one of the tracers from the compartment on his belt. Belladonna was directing her men swiftly to load the truck. Peter used all of his agility and skill to whip the tracer through the air. It stuck to Belladonna's hat, just behind the flowers. "Better hurry, Belly. Cause I'm coming for you."


"Hello Peter." Peter was greeted coldly by Liz's mother. "I expected you earlier."

"I'm sorry about that Mrs Allen. There was a thing at the lab and--." Peter smiled back his nervously.

"She's set up in the kitchen." The woman stepped back and held open the front door, no more interested in Peter's excuses. He walked, slumped shouldered, under her scrutiny. There was something crushing in her eyes. Peter tried not to look too hard for it. He moved the familiar path through the large apartment to where Liz hovering over her textbook. A beautiful soothing image in for Peter's locked up existent. She was concentrating, the nub of her pencil being slowly chewed as she brushed a stray lock over the back of her ear.

"Hi Liz," Peter greeted after taking a moment to watch her. She shivered. Her surprise well hidden when she looked over. She kicked out the chair next to her.

"I didn't think you could make it."

"Looks like you were mistaken." Peter sat down. "Well that's enough of that, for the rest of the night you're going to be correct."

"Peter, Lizzie," The two teenagers turned to see Mrs Allen hovering at the kitchen entrance. "I was kind of hoping you two would start earlier and be done by now. I have to get ready for work. Peter, your aunt has asked you make it home before 10. So that only leaves you an hour or so to study."

"He can tell time, mom," Liz rolled her eyes as she heaped on the impatience and sarcasm.

"Can he, dear? He was supposed to be here at 7:30." Neither Liz nor Peter had the time to retort before the older woman turned and left. The teenagers looked at each other and Liz sighed. One last shout came down from the bedroom. "Your father should be back by eleven. Having a boy in your room while we're out is not OK."

Liz and Peter flushed completely red. Liz's voice wavered as she shouted back: "Oh go to work already!" Her voice lowered and her eyes turned away from Peter. "We actually do have to study too, you know."

"Then we should probably get to work." Peter declared hoping to overcome either of their embarrassments. Liz smiled and grabbed her seat. She hopped until she was tight alongside her boyfriend. They shared their smiles and Peter dragged his bookbag onto the table.

The work went quick. Peter was enthusiastic about the subject. Peter had the perfect audience to show off too. He even managed to put the thought of Belladonna out of his mind for a while. They started with a quick review of the semester's work. Liz was on her game with only a few questions that were inspired. Peter and Liz's feet were crossed under the table. The better Liz did the more affectionate she became.

"I'm confident you're going to kill it." Peter leaned back with a bright smile on his face.

"It's all because of you, Petey," She smiled leaning in to kiss him lightly. As she leaned back and their eyes were locked on each other Peter began thinking of all the best and greatest thing Liz had been for him. Every day he was close to her made it that much harder to remember he had chosen Gwen.

"I'm out the door, Lizzie. Good luck with your studies. Keep an eye on the clock Peter." Mrs Allen's voice hovered disembodied a moment before the front door slammed shut. Liz immediately curved her mouth in a clever smile.

"How about we take a little break?" Liz offered.

"I think--"

"Oh, we're not done here yet." Liz squeezed Peter's thigh. "But I could use a drink."

"That sounds good what do you have?"

The answer turned out to be diet soda, lemonade and liquor. Liz offered the first two choices. She didn't think Peter would appreciate the other option and she had her own recent bad memories with alcohol.

"Hey," Liz opened her can of diet Pepsi and leaned her knee into Peter's. He was putting his half drained glass of lemonade onto the table. "What's going on with the curfews and everything?"

"Ah, May found out I took some Spider-man pictures and she got all twisted up."

"I thought that was your job."

"No, I kind of quit after my boss started having a supervillain tail me to find Spider-man."

"No way!" Liz smacked Peter's arm. "Who was it? Electro?"

Peter laughed. Liz had come face to face with Electro. Twice. Plus she had been in school when Venom attacked. "No, it was the Scorpion."

"Really? Oh my god. That must have been terrifying. I'm so glad you're OK," She leaned in squeezing him. Peter wrapped one arm around her and took another drink with his left. Her nearness, her scent, her warmth and her affection had been instigating bodily responses all night. The press of her breasts against his chest was only making it more insistent.

"Yeah, I'm fine. And technically he wasn't the Scorpion while he was following me. I had to quit. That's why I started the other job."

Liz pulled back. "Shooting supermodels all day! I can only imagine why you got bored and chased after Spider-man." Liz rolled her eyes with a laugh. There was something secondary to her comment but Peter didn't dwell on it.

Liz had been more than amazing to him. She was warm, welcoming, and cared so much for him. He felt the full story, from spider-bite to belladonna coiled like a spring, waiting to get out. MJ knew. He remembered seeing the fear and worry compound in the model's green eyes. He saw Liz, imagining her bright and beautiful face twisting in horror. He couldn't do that to her. If he told her than he would hurt her. If she knew, so many others would seek to hurt her. There was a reason Peter Parker put on a mask.

"Yeah, I just miss it. I even think I miss Jolly Jonah to be honest." Peter slumped. The last of his lemonade disappeared into his mouth. Liz took a little sip of her soda.

"Well, I figure after doing it for months you should know how to look after yourself." Liz smiled. "Get yourself hurt doing something stupid and you'll have me to answer to."

"Deal." Peter smiled. Liz pecked him again and grabbed her glass. She walked to the kitchen.

"You ready to get started again?"

"Sure, where were we?"

"We were talking about how cells produce and consume energy." Peter opened his book back to the page. Liz settled in next to Peter. She felt a mix of emotions but lucky was winning out.

In nature, everything is connected. As scientists we explore and expand on those connections. Maybe as people, we should do the same?


Frustration, your name is public computers. Peter pulled the hard plastic chair up to the library computer. This was the only time he could get online. His aunt had confiscated his laptop for the duration of his grounding. He had his Osberry, but until he had everything set up he was stuck. That he hadn't run off after the new villain was a small point in his favor. And now he was spending his high school lunch hour in the school library like the social giant he was.

Belladonna. He hoped she hadn't found his tracer. The slow boot of the computer finally finished and he managed to access his home computer remotely. Thankfully May hadn't shut it down. It's cooling fan was probably sucking up whatever dust it could find in the bottom of May's closet. Peter only needed access for a short while. He almost prayed that the battery wouldn't die out while he finished this. He quickly uploaded the tracking software to his phone. He was on the edge of the seat while the slow moving icon announced the sharing of his files.

"Finally!" He sighed. He whipped out his Osberry and brought up a holographic map of New York. The winking light from Brooklyn into Midtown was the path Belly had taken last night from the ESU lab. The light had been sitting in some old apartment since then. Peter sighed. Of course, she had found it. His eyes went wide. The Osberry was suggesting it was taking an elevator down and out of the building! She was on the move! The tracer worked! He smiled. He was looking forward to taking down the villain that had scared Gwen. His smile slowly faded at the instant he imagined Gwen's sad smile.

"There you are, Petey!" Peter jumped when Liz appeared and walked over to him. "What're you doing?"

"Aunt May took my computer." He figured half the truth would suffice. "I just needed to get something off of it." He waved his phone and moused over the shutdown protocol.

"Well come on!" Liz hugged around his arm. Her touch fired up every primal instinct in Peter. He could barely talk as he was led away. "Lunch is almost over and you need some food to keep that big beautiful..." Her voice grew husky and quieter as she leaned into his ear "brain working."

Peter wasn't certain if he spent more time laughing or covering his erection on his way down to the cafeteria.


The offices of Kingsley Scents were still operating smoothly despite their CEO's seeming abandonment of them with the Oscorp takeover. The employees nearly left their asses in their chairs as they rocketed up to their feet. "Good day, Mr Kingsley"'s and "Yes sir, right away, sir!"'s followed him as in step as Jason.

"Things appear efficient." Jason noticed. Kingsley had a way about him. People sat up straighter and walked more lightly when he was around. They didn't know that they wouldn't be in those positions if Kingsley didn't share an implicit trust in their work. This trust did come from his hatchetman business tactics. Extra vigilance was never dissuaded by Kingsley.

"I still need to confirm three points now that we've finally dismissed Desiree." Kingsley muttered. He affected a bright and disingenuous smile as he walked into speak with his vice president. Jason sat down in reception, back to the office and eyes to the entrance. The receptionist smiled at him but wasn't rewarded for her friendliness. Kingsley shut the door behind him. The chair was turned towards the expansive Central Park view. Kingsley was about to announce himself when he saw the long booted feminine leg stretching out to the left of the chair.

"Welcome back, Roddy," The voice was honey and nails. "I've been waiting all day for this visit."

"No, don't call for Jason." A heavily built man announced his presence by stepping out from an adjacent boardroom. He had a red bandanna tied over his nose and mouth. It was slowly dripping. Roderick recognized his manager crumpled on the floor in front of the thug's legs. The pistol pressed into the temple was small, but no less intimidating in the moment. "There could be an accident."

"I assume I'm here to speak with you." Roderick would have immediately hollered for Jason if he believed the man threatening his employee would only have had the time to shoot the manager and not turn the gun upon Kingsley. The woman turned her chair.

Belladonna climbed to her feet. She was holding her modified pistol limply in her left hand. Her face was obscured by the high collar of her coat and the lowered tip of her hat's brim. "I'm not here to speak at all."

She tossed the gun to her right hand and caught it level with Roderick's throat. Kingsley grimaced. "You're going to shoot me? Aim well because Jason will be in here in a second and you'll be very dead. You're not the first to point a gun at me and you won't be the last. I deal with cowards like you every day."

"I'm not going to shoot you. That would be too easy. You've poisoned my dreams. I intend to poison you." She lowered the gun and snapped the trigger. A small cannister was released with a pneumatic hiss. The bullet shattered against Kingsley's solar plexus. He dropped to his knees, hyperventilating. Wisps of yellow smoke were rising up all around him. She popped off another four shots on the floor around Kingsley. The smoke quickly permeated the room. There was a click as the boardroom door closed behind the thug. The manager was left slumped against the inside door.

"You're going to die with me." He looked up as his eyes watered. He couldn't quite raise his voice. Every breath was leaving his head swimming and tears ran down his face.

"I won't be joining you today, Roddy," She pulled open her collar to reveal a dripping bandanna around her face. "I just like to watch."

The air was thick with the fog from the pellets. Kingsley had turned and tried crawling towards the door but Belladonna had stepped her spike heel into the back of his hand. He coughed more than screamed. He barely noticed the hammerblow landing against the high rise window. Belladonna turned to see Spider-man hovering against the plate glass. Slam! Fist and elbows buckled the glass. Cracks webbed out around him.

"No! No!" Belladonna screamed looking down at Kingsley. "I only need five more minutes."

The glass didn't shatter but a fist size hole opened in front of Spider-man's hand. There was an immense rush of wind. The gas spraying all over his face while he hammered out a bigger hole. The office door was kicked in and Jason stepped in, gun raised in both hands. Belladonna's pistol was ready for him and gas erupted over his face. Eyes stinging and breath hitching he tried to track her as she dashed for the boardroom door.

"Oh, come on! I know I was late but that's no reason to run out on our first date!" Spider-man finally dived in. The opened window and door dispersing most of the gas quickly out over New York city. The crack of Jason's bullets left splintered holes in the door behind Belladonna. "Hey, meathead! Less shooting and more dragging this guy to safety."

"Yeah," Jason realized his boss might have other priorities but saving Kingsley's life was the first line of Jason's job description.

The receptionist had already called for cops and EMTs so Spider-man rocketed out the window. His eyes were blinking madly. The tears made it near impossible to read the display on his Osberry. OK, she's going down the stairs and--

MJ's ringtone erupted blanking out the holographic display. "What MJ?"

"Jesus, Peter. What crawled up your butt?" She asked with a hurtful sneer.

"Nothing I--"

"Well I was trying to call and say I was sorry for how spastic I've been acting. Gwen told me about the ESU attack and how you stayed with them. I just wanted to say ... Is that wind? Where are you?"

"I'm--I am ... foll'win' a van to ... Breklahn..." Spider-man slurred. The city flickered and all of the sudden he was no longer swinging, but hanging vertical. His osberry would have fallen to the street if it hadn't been stuck to his hand. His spidey sense was tingling and his head was ringing. Quickly he fired another web and started swing for home. His previous line dissolved in the wind. He had to have been out for nearly an hour. What was in that gas?

He checked his Osberry and saw that Belladonna was stopped in the same apartment building in Midtown. The clock warned him to call it in. Grimacing and woozy, he turned for home.

"Peter Benjamin Parker." Was not the terse angry warning he would have liked when he walked in. MJ was sitting on his living room couch. May was glaring at him at the bottom of his stairs.

"Hi Aunt May," He tried to be bright and cheery. At least whatever Belladonna was using didn't mess him up as bad as that fake Black Cat's poison. The headache was already all gone.

"You cannot and will not go chasing after Spider-man anymore." She growled. "You've seen what happened to Hobie Brown. You know that Gwen was kidnapped. Why would you even think of doing something so dangerous? So stupid!"

"May, I--"

"I'm not finished." May snapped. "I understand wanting something exciting in your life. I was hoping Liz would be enough to temper you. I can see now that you need to be watched more closely."

"I'm already grounded!" Peter growled. "What else can you do to me?"

"I am doing nothing to you, Peter." May grimaced. "I am doing this for you. I cannot trust you to be smart and safe. MJ has agreed to walk you to school and keep an eye on you."

Peter went white in the face at the betrayal. He turned and saw that MJ was staring at the switched off television. "Look at me, Peter." May barked. He had never seen her this angry before. It had given him more than pause but he was in a fight. His body was pumping adrenaline and telling him to stand up for himself.

"You can't do this! You can't--" He was intent to storm passed May and up to his room. He had the sense not to lay hands on the woman and force her aside.

"Give me your phone, Peter." She held out her hand. "All study sessions with Liz will occur at that kitchen table. You will only be going to school, Doctor Warren's laboratory and to work at Kingsley's. No Silver Spoon. No Hydra. No Harry's."

"Aunt May!" He was half tempted to just web May to staircase while he yelled at MJ about what was happening. He still had to find Belladonna. She had tried to kill people.

"Peter Benjamin Parker. Give me your phone." He didn't mean to slap the Osberry as hard as he did into the palm of her hand. He muttered an unconvincing apology. He wouldn't meet MJ's eyes as he ran up the stairs. She slumped down and May put her hands on her shoulders.

"They never let you forget," May whispered to hold back the tears, "It is so very hard to love a Parker."

"It's not that hard to love you." MJ got up and gave May the hug she needed.

"That's because as hard as Ben, Peter and Richard tried: I'm still a bit of a Reilly."


"Are you alright, Petey?" Liz looked up from her notebook. She had just deliberately made a mistake. Normally he was quick to correct and help her but he seemed despondent. His punishment was being born like a cross.

"What? Oh, I'm good." He looked at her sheet. "Liz, at least try to be subtle."

"What?" She faked surprised and followed his finger to her work. "Caught me, huh?"

"I think you're set." Peter reclined back. "You're going to ace this final."

"I know, I'm feeling confident too." Liz grinned. She looked over her shoulder. Aunt May's head was hovering over the couch, ten feet away. She was feeling this madness as badly as Peter seemed to be taking it. She lowered her voice to a whisper. "I'm sure she'll let me take you to Hydra to celebrate. It's only a few days."

"I'm not convinced." Peter slumped back. Actually he had forgotten about the party. Interest had waned completely. When he had access to his phone he had been checking on Belladonna. Apparently she hadn't left the brooklyn apartment, or at least her hat had not. She was dangerous and if she was after Roderick Kingsley that could make Harry, Gwen and MJ collateral damage. It was impossible. The only time he had without MJ or May hovering over him was at ESU lab and he was convinced Gwen had been recruited into his army of babysitters.

"She'll have to! I will talk to her. Just keep up being the Petey we love and this will blow over."

Peter sighed and shook his head. "I hope you're right Liz."

They continued for a few hours. May's presence was never oppressive but was always there. When they closed up their books, Liz leaned in to kiss him goodbye. May gave them a few moments but once Liz's hand started wandering, she appeared in the kitchen and bid her a warm farewell.

Night offered no opportunity. May watched television with him. He sequestered in his room from 10 on. He knew that May would check in on him a couple of times that night. He couldn't sneak out. He pounded his pillow and slept fitfully. If he had the willpower to talk to MJ the next morning he would have taken her head off.

School passed with unease. Liz was attached to Peter giving him a small barrier between MJ and himself. The redhead was always nearby, chatting with Glory or Harry and Gwen. Peter went to the washroom several times just for a few moments to himself.

"MJ please! She's out there! She could hurt somebody!" He pulled her aside between the afternoon periods.

"She could hurt you Peter!" MJ grimaced. This wasn't their first combat over everything. "This isn't safe it isn't smart."

"It's my responsibility!" Peter shook her by the shoulders. She pulled back and shot him a look that hit harder than any slap.

"No, Peter it's not."

"Yes it is! I can act so I have to. I am Spider-man. That means something. To me and to every person I saved."

"I'm not going to help you kill yourself!" MJ's voice carried. She shouldered through Peter and he held his head in hands.

"I have to do something." He whispered to her but she completely stormed off. Sighing Peter turned and trudged towards English class. He didn't see Harry watching him as he settled deeper into his mire.


The last week of school crept up on Manhattan Magnet Midtown High school on the shoulders of exam terror and summertime impatience. Biology was Peter's second final and Liz's second last. The clock ticked like a hammer on an anvil to Flash Thompson. Gwen kept looking across to Peter who was nonchalant in his confidence. It was a straightforward exam. Professor Warren wanted his students to show they had absorbed his curriculum not that they were creative masters of his syllabus. Liz Allan sweated through the multiple choice portion. The heel of her white sneaker vibrated as she blitzed the diagram labels. Her lip was squeezed tightly between her teeth as she wrote out the short answers. Her stomach overturned as she did the single final page large question. There was a two point bonus question on the final page.

James Watson and Francis Crick, Liz's hand left a final flourish as she scrolled back to dot the i's and cross the t. Peter's chair scraped the floor as he stood up to hand in his paper. Liz took a deep breath. She was going to take another look at her answers. She hadn't missed anything. She had felt confident despite the normal pressure of test taking.

The rest of the class was filtering out. Peter had left a few minutes ago. Gwen was long gone. Flash had slammed his paper on Professor's Warren's desk with all of the confidence of spiked football. He only used his cane when he was getting the door to leave. Sha Shan was grinding her teeth as she tried to remember Watson and Crick's first names. Harry Osborn wiped his brow slumped his shoulder. Liz took a deep breath.

"Professor Warren?"

"Yes Ms Allen?"

"Could you tell me how I did?" She gave him a pleading look.

"I suppose. But if someone else needs my attention I'll have to postpone."

"Oh thank you!" Liz stopped herself from hugging a teacher. She hopped on each foot at the corner of his desk as he looked over her paper. A smile growing on his face. He was nodding and Liz was less confident about the integrity of her bladder. He flipped back to the first page.

"Ms Allen, are you certain this is the answer you wish to leave for question 11?"

She looked down and saw the word Cysteine circled. She almost started laughing. She did get a little bit red in the cheeks and wet under the skirt. "Uh, no." She grabbed a pencil from a cup on the corner of Dr Warren's desk. She hurriedly circled tryptophan.

"I must say Ms Allen. This is the kind of paper I like to grade."

"How so?"

"Right answers are so much easier to deal with than wrong ones. I believe this will give you a final A- grade for the year. Congratulations. Be sure to tell Mr Parker he has a brilliant pupil."

"A-?" Liz had been cruising for D at the start of the year. Her eyes were wide and her feet sluggish as she trudged out of the classroom. She grumbled an "-nk you" to Harry for holding the door. Peter was down the hallway talking with his latest babysitter. Liz was running when she grabbed him in a tight hug around his left arm. "I did spectacular and it's all thanks to the world's greatest tutor!" She kissed him hard on the lips. She had been aiming for his cheek but he had turned. Somehow unsurprised to find her so violently at his side.

"Congrats Liz." MJ smiled from across the way. The redhead immediately called Liz's attention. The puerto rican girl squeezed Peter's ass. She gave him a quick peck when he jumped and turned towards the redhead.

"I just got a perfect score on a biology." Liz stepped confidently close to Mary Jane. "I'm going to show Petey some gratitude. If you try and stay and chaperone. I might tear your throat out."

MJ blanched and looked to Peter who offered no support. "Catty's you're thing Pete? I should have guessed."

There was something triumphant in her stomp away. Liz had no recourse but to stick her tongue out at the redhead. All of her wrath disappeared when she twisted on Peter.

"A perfect score?"

"All thanks to my Petey." Liz grabbed his fingers in both of hers. "Now come on." She began dragging him towards the lower classrooms. Peter raised his eyes. He had some good bad memories of this place. He wasn't sure what to say but he apparently had an hour and Liz wanted to celebrate.

"That was brutal but I think I did it." Gwen jumped when Harry appeared beside her. She turned back to her boyfriend as MJ huffed passed her.

"Yeah, I--"

"You did amazing as always." Harry wrapped an arm around her shoulder and kissed her hair. "Want to grab some pizza?"

"Yeah, sure Harry." She answered with a demure lack of confidence. She leaned her head on Harry's shoulder. Feeling guilty about thinking that at least he was here with her.

"I can't believe it. He promised me an A- final grade. I'm an A student." Liz bubbled as she looked both ways before slipping into the unused classroom.

"You were always smart Liz."

"I needed a reason to be." She kissed Peter again. "Now I'm going to give you exactly what you've wanted this last week."

"I've had quite a bit of it. You were a very good schoolgirl."

"Oh teacher!" She pulled his shirt to her while they kissed more. "But that's not all my Petey wants is it?"

Peter saw the flair in her eyes and was uncertain what she was suggesting. Were they going to try some weird or different sex. He was still head over heels with making out. She pulled back and let go. "I think I do want something more."

"What you want is some freedom, Petey. You've been going stir crazy having MJ, Gwen, Mom and your Aunt May all watching you." Liz declared. She began unfastening his jeans.

Peter was out of his depth in responding. Liz was reaching into his underwear and grasping the cock that had been erect since Liz had told MJ she needed some time alone to thank Peter. Liz was telling Peter to run off and stretch his caged wings.

His pants weren't dragged to the floor. Peter was only stripped enough for Liz to begin running her fingers over his cock. Peter shuddered at her cool touch.

"I still can't believe how well I did." Liz began rolling her wrists. She had clasped the cock in both hands rubbing it towards her belly. "And I owe it all to you."

"You're smart Liz, you need to give yourself some credit." Peter said between long slow breaths.

"Your faith in me completely throws me." Liz admitted. Her hands moving just a little faster. Peter exhaled loudly. "You're so beautiful Liz. You can get the right boyfriend. Play in the right circles." Peter strangled as he inhaled and Liz kissed him calmingly on the lips. The head of his cock was lightly squeezed in the heels of her palms as she ran her ten fingers back down the shaft. "No ever told me I was smart."

"That doesn't mean I don't think you're beautiful." Peter was holding himself up by gripping her arms just below the shoulder.

"I am feel beautiful. Every time you get this smile on your face." And she kissed his halfwit grin. "I feel brilliant when you're showing me the way. I feel incredible when I get to be in your arms."

Peter didn't know what to say. He kissed her lightly. The gears were spinning madly in his brain. Guiltily, he wanted to stay with Liz. He wanted to be with a beautiful caring woman who eagerly gave of herself to him. He wanted the cheerleader on his arm. He wanted to feel important. He wanted to be in love. What he felt for Liz he would have called love, if it wasn't so different than what he felt for Gwen. It was like some medium between Gwen's affection and Black Cat's temptation. It was intoxicating.

Liz broke the kiss. Her forehead rested against his. Her eyes matched his. The steady rhythm of her handjob the only break in their stillness. "There's something I want to do before I send you off."

Her thumb hooked to cradle the head of his cock. She slowly kissed him. Peter cupped her neck and jaw in his left hand. His right molded around her breast. She lifted her lips off Peter's. "I'm going to suck your dick."

Peter responded with a vibrating breath. He kissed her again, but it was only a small peck. Liz had places to be. She sank, settling on her knees.

Her left hand was steady, just holding Peter tightly beneath the swollen head of his cock. Her right hand was still stroking, just the inch and quarter between her hand and the base. Liz dragged her tongue clockwise around the head. Peter's posture ratcheted straight. The flat of her tongue collected the beginnings of Peter's erection.

Peter loved the slow attention Liz gave to his cockhead. He kept watching, but her eyes were closed or looking down. He didn't know what to do with his hands and his arms stuck out slightly to his sides with fists flexing. Liz's lips gave a quick peck before sliding open to squeeze and engulf the head of his cock. Her tongue prodded the hole and her teeth lightly settled on the flesh. She slowly dragged her mouth back off the cock. Peter twitched and shuddered.

"You know I like to do this?" Liz laughed. Her eyes flashed up to Peter's. Something in her eyes encouraged Peter stroked Liz's hair behind her ear. Her left hand descended and cupped the balls. The jerking smirk on Peter's face encouraged her to squeeze. She ran her other hand up his shaft. Her fist formed around the head. She held the cock upright; the side of her cheek gliding against the soft skin of his cock. She kissed the side of his cock with a smile. Her tongue dragged upward as her fingers slid back down.

"Liz, I'm--"

Peter's words were lost in a breathy sigh. Liz collected his cock into her mouth. Her tongue washed back and forth under the head as her lips sealed just behind it. She was stroking his balls and rolling her fist against her lips. Her throat was flexing as her face was seesawing against his cock.

"Liz..." Whispered Peter. He was caught between awe and what his imagination told him should happen. His hand was curling her hair around his fingers. Slowly, lightly, he began urging her further down his cock.

Liz smiled. Boys were easy. She crept incrementally down his cock. Just another half inch. She was feeling the beginnings of intimidation. Peter wasn't a small boy, but by the insistence of his tug he must've thought Liz was a big mouth. She tried to pull back and let out calming breath from her nose when Peter let her.

"Oh my God," Peter sighed bringing Liz's nose just a little bit closer to his waist. His second hand settled on the base of her skull. He didn't think. He couldn't believe. He wouldn't relent.

Liz coughed, sputtering spittle all around the imperfect seal her lips made at the base of his cock. Peter's eyes widened. He let go of the tension. Liz pulled back a couple of inches. She quickly went back again.

Cross-eyed, he just didn't know what was going on. Liz's throat struggled against the head of his cock. Lightheaded, he swayed above his waist. Liz dragged her lips back, almost off of his cock. She pushed forward. Her cheeks sunken in tightly against the shaft. Red faced, Peter gasped, embracing oxygen like it was long lost friend.

"I'm almost there." Peter struggled each syllable out through a rictus grin. His neck rolled back. His throat red and taut. Peter held fistfuls of black hair. Liz bobbed her head up and down. Speed and contact in great supply. At the top of her retreat, she slowed. She looked up for once not finding Peter's eyes waiting for her. Liz knew was coming. She licked and curled her tongue over the head of the cock.

"When it's you, Petey. I need to be the best I can be." She whispered, her lips moving warmly against the end of his cock. He shuddered. "I want you to cum in my mouth."

He held back no longer. His sticky mess slathered all through the inside of Liz's cheek. The head of his cock chipmunked her cheeks. There was more, pulsing and drooling into her crowded mouth. Peter's hand slipped from her tousled black hair. He left a sweaty sheen over the tangles.

"Liz! Oh hell." Peter gasped as she chased his cock from her lips. Saliva glistened on his cockhead but she had collected all his spending. He sought her eyes and she opened them slowly. "You're incredible."

Liz didn't get up but sat down onto her ankles. Her tongue chased any remnant of Peter's orgasm off her lips. She visibly swallowed and Peter's flushed face paled. "Now, go on Peter. I'll tell MJ you'll meet her at work."

"Liz. You're way too good for me."

"Of course I am. Remember, you owe me the Hydra party."

"I'll be there. I promise." Peter held her head and kissed her. A string of something Peter refused to think about kept their kiss connected by a thread.

"Good, now run along. You can't be cooped up all day."


Spider-man was attached on the tower of the Oscorp grounds. He pattered commands into his Osberry.

The small holographic display formed into a map of New York. It was an unnecessary action he had known where she was heading. How could he have been so lucky? Spider-man had employed his tracers because he couldn't afford to continually trip over his villains. Sooner or later, luck runs out. Later it seemed. The light was crossing through Brooklyn with the slow beat of New York traffic.

MJs ringtone rattled his phone right on time. "Hey Red, Liz tell you where I was?"

"She knows!" Mary Jane's shrill squeak blasted through the speaker.

"Not as such, obviously," Spider-man shrugged, "I really did need the swing to Oscorp."

"That's all?" She hissed as she quieted.

"I also got to look at my phone without having someone over my shoulder. That was nice."

"Ha, Tiger ... Look, I can see that I'm being a problem. I--I'll try to cool down. Just don't be stupid." Mary Jane laughed hollowly. "I hate that you didn't have to take the bus. Misery and company, you know?"

"See you at work." Peter smiled. He hung up as MJ signed off. It was time to enter as Peter. It wouldn't be long now, but it would be easier to get a bead on Kingsley out of uniform. Spider-man hadn't been spotted but he still needed to find a corner to strip off the red and blues.

MJ arrived a few minutes later. The midtown trip was short, only four stops on her bus route. She headed quickly towards the east wing where Kingsley had set up a studio near the chemical plant that manufactured much of his line. He had quickly moved in on Oscorp's resources to accelerate and expand much of his power. MJ was oblivious to much of it. She had seen little besides this studio, a couple of offices and some of the halls where Kingsley hosted functions.

"Hey there, red. Ready for another riveting day of looking pretty?"Peter's shoes slapped down on the hallway floor just behind her right shoulder. She didn't start at all.

"I do much more than look pretty, camera boy." MJ retorted. Peter hurried a step ahead of her and held the door for her as they entered studio. A few other photographers, a technician, the girl who got people coffees and Lily Hollister were already there. Peter's eyes widened as he watched Lily hide her undress strategically from the camera. MJ wished she could have just rolled her eyes at Peter's teenaged reaction but the truth was her cheeks were turning slightly red.

"Yes! Perfect! This time with a bit more anger! You're furious! Menacing!" The photographer barked and ordered as he rotated around Lily clicking pictures. Peter and MJ moved ahead, she heading to the dressing rooms and he heading over to the main office where he would pick up his shooting schedule.

"Good afternoon, Mr Kingsley." Peter pushed into the office. He had tracked down the fashion mogul and was not surprised to find him here. "Where's Ms--"

"Desiree is no longer with the company," Jason answered preventing Peter from further interrupting his boss. Roderick continued clicking through the laptop that was on the desk. "Your assignment and notes are the counter."

"Thank you." Peter expressed. He was feeling like a coiled spring. His osberry suggested Belly was only a few minutes out. So long as Kingsley remained here he could wait for her like a spider in its web. Peter stepped over to the aforementioned counter and sfted through the handful of file folders until he found the one with his name stickered to it. He turned to the door just as Kingsley closed the laptop's lid.

"Excellent, we'll continue on to the dinner." Peter heard as he was moving through the doorway. Dammit! Now his perfect little plan was ruined. He'd better hurry and get out of there before--

"Hey, tiger. It's me and you next, c'mon. You can ogle Lily after you act like a professional." MJ scooped up his right arm. She was leading him to the second stage. A cubical of lighting equipment and false office furniture.

"You're wearing that?" Peter asked. She was still dressed in the pink t-shirt and hip hugging jeans she had worn to school that day.

"No, just waiting on the makeup guy. Figured you'd want to get your white levels set."

"We should probably wait until you're dressed as you're going to be." Peter struggled over as he kept looking towards the door.

"What's wrong?" MJ asked, her eyes narrowed with suspicion.

"Expecting someone." He guessed.

"Peter..." She grumbled, her green eyes growing cross.

"It's nothing. But--"

The door slammed open and a heavier black man in his security uniform pushed into the studio. He grabbed his shoulder mounted radio and said, "East wing clear."

"What's going on?" Was the consensus of the studio employees. MJ looked to Peter; everyone else looked to the security guard.

"Remain calm. There has been a terrorist attack. The assailant is using gas. We are going to evacuate in a calm manner through--"

"Terrorist! Here! Gas!" The boiling panic threatened to overstep the security guard's instructions.

Peter avoided the wrenching pinch to his upper arm. MJ grabbed his hand. She hissed: "We're getting out of here. We are."

"Look! I can help! it's what I do."

"They're using gas, Peter! Last I saw Spidey doesn't come with a gas mask." The employees were being shepherded into a single file line towards the back door.

"She's using neo-atropine. We use it at ESU, I know how to deal with it." Peter said calmly. "People are going to get hurt, but the very least Spider-man can do is tell them what they're dealing with." Peter grabbed MJ's hand and looked her in the eyes. "And what if Harry or Gwen are here?"

She saw it and realized this wasn't for the first time. The thing that made Peter Parker Spider-man. She saw the weight of responsibility. She saw the need and power that he followed into fight after crazy fight. She even saw the parts that scared her, nearly tortured her with worry. He was excited. He was going to enjoy himself but that was nothing compared to the darkness that propelled him. She frowned, had to look away.

"Good luck. Go. I'll make sure things are OK for you."

In the rush through the back hallways towards the east parking lots of Oscorp, Peter Parker faded away from the group. Lily was running, in high heels, a matching thong and a white robe. MJ was right next to her, worried she might trip or collapse in those heels. Lily was cool and collected. Sunlight greeted them through the emergency exit doors.

"Is everyone OK? Do we have everybody?" The security guard asked as they pushed out into the air.

"Ohmigod! We lost Peter! He was right with me and MJ." Lily shouted twisting around. MJ's hand laid on Lily's arm, calming her down.

"Peter's a reporter. I think he's trying for the exclusive." MJ felt the lie come to her with no trouble. That scared her more than anything she had ever done. She looked back to the building. Peter would be OK.

"I am so getting fired." The security guard moaned.


The second hall was set up with industrial white tablecloth decor. Girdered beams held up a windowed ceiling. There was no raised dais, no podium, this was one of the few rooms in which there was no designated position for a king. Kingsley believed it had not been used very often by Norman Osborn.

This dinner was a strategic move on Kingsley's behalf. He was feeding shareholders and chairpersons. In an individual one on one setting he would have gone with decades old wine and lobsters the size of house cats. En masse he was telling them, what I do for you I can't do for everyone. Plus it showed the effective, industrial side of Oscorp. Even if the decor was utilitarian he didn't skimp on the food. An army of servers and cooks made sure no one was offended by being served second. Kingsley walked to the fore of the room. His own food set up with members of his board of directors sharing his table and facing the gathered figures.

"I am so glad each and every one of you made it out here tonight." He began. Jason faded into the background a few paces behind his right shoulder. "I hope you all enjoy this meal. I am looking forward, as you all are I am sure, to what we have in store today. I'm sure we all know why we've come here today."

"No, Roddy, I'm afraid they don't know." The woman in the long purple coat and broad flowered hat didn't have the benefit of Kingsley's microphone but her voice carried throughout the small hallway the same. Jason swiftly reached into his jacket for his gun. The first of Belladonna's toughs was ready. A canister spewing orange gas collided with his chest, knocking him down. Kingsley jumped forward, colliding his hip with the table. Emergency lights and an alarm started sounding over head. Toughs appeared at each of the exits, all with gas grenade launchers. The invitees started panicking. Each face was covered in a dark bandanna.

"We were so rudely interrupted last time." Belladonna hissed. She left her muscle by the door. She was clearly a symbol of fear. Even the hysterical guests that were rushing for the exits gave her a wide berth. Several more gas grenades flew out and clattered amongst the tables. Kingsley growled, his eyes watering and his nose twitching wanting to sneeze but for the cough in his throat. "This time I promise we can have our last dance."

"You're a dead woman." Kingsley wheezed gripping the table's edge to keep his feet and his pride. Belladonna laughed. The haze of orange smoke obscured but didn't conceal. She lifted her pistol and fired it's gas pellet round down where Jason slowly moved. The crack of a real pistol followed. The bullet flying harmlessly away from the action.

"No Roddy, I have quite a bit of life left to live."

"Twenty five years to life left to live." The jocular voice taunted.

"No! How can you be here!" Belladonna twisted. she hurried turning left and right looking for the Spider-man. The wide brim of her hat truncated most of the ceiling. She didn't see him. Didn't see the bottle of white vinegar reeled up from one of the waitress's carts. "If you see him, shoot him!"

"She ain't said nuthin' bout dealing with the webhead!"

"Ah, crap, I knew my luck had run out."

"Shut yer faces." Growled the henchman who had entered with Belladonna. "This don't change a thing. We take him out and--"

"No need to take me out, there's great food right here." Spider-man interrupted the meat wall by catching him in a web and securing him over the door. Spider-man rushed aside through the gas.

"I'm out of here. Crazy bitch can do this herself."

"I paid you good money." Belladonna hissed firing her gas pellets at shadows. The air fogged deeper.

"Yeah, well keep my second half." Said another good the door crashing open behind him. He made a dash and found his ankles tied up a few feet out the door. He crashed to the ground as the door swung shut behind him. Many of the guests were staggering, but still moving forward and they chased him through the doors.

"You idiots he's just one man!" Belladonna shrieked.

"Just one Spider-man." Corrected the disembodied voice.

"Hey! Don't! What're ya--" The rest of the last man's shouts were garbles of nonsense. No words making it through the haze.

"Alright, take your time, Spider-man." Laughed Belladonna. "I bet you're feeling just peachy by now."

"I feel great. I want to thank you for staying on theme, Belly. Neo-atropine, derivative of the belladonna's toxin. Did you know that belladonna has a very easily acquired counter agent?" Spider-man walked through the smoke. Appearing, in the haze before Belladonna. His feet moving in single file across the overhanging girders. "Just a little vinegar is all you need. Of course, it's a hell of a smell to soak a mask in."

The bottle of white vinegar he had lifted from the cart was tossed between his hands. He turned his head and Belladonna followed his gaze.

"No! You won't!" Belladonna grabbed a steak knife and rushed Roderick Kingsley who was still slumped over on his table. Her wrist was caught by the web and she was dragged kicking and screaming off the floor.

"Hey, the plants are beautiful the way they are, you don't have to go pruning them." He grabbed the knife from her hand, kicked the hat off of her head and tugged the pistol out of her coat's waistband. The teary eyed face of Desiree Vaughn-Pope shrieked at him. Her pistol clattered across the tile floor. With a few more strips of webbing she was stuck to the girder. He slipped his friendly neighborhood Spider-man card above her left ear. "Don't worry, flower girl. I'll make sure to the tell the warden you need plenty of light and fresh air to bloom."

Spider-man rushed up to the skylights, making sure to pull open every window to let the gas billow out, even the glass panes that weren't supposed to open. The sound of ambulance sirens lining up outside the front gates told him he only had to pass the word onto the paramedics and his job was good as done.


"Thanks Captain Stacy." Peter nodded. He and MJ had been given a personal ride back to Forest Hills in the back of a cop car. Aunt May rushed out of the front door, her face white with terror as she ran up meet the teenagers.

"What happened? Is anyone hurt! What's going on?" She burbled rapidly.

"The kids are fine." Stacy overstepped Peter's response. Peter was scooped up in a tight hug by his aunt. "There was an incident at Oscorp. The studio where Peter and MJ were working was completely ignored. I just offered them a ride home after the fracas."

"Oh my God!" May gasped. "Was Harry or--"

"No, they weren't there."

"Spider-man! Was Spider-man there?"

MJ looked away and Peter pulled away from the hug. MJ stated: "Yes he was."

"And you went after him didn't you?" May was shaking.

"I--"

"No," MJ interrupted Peter. "When things got bad he stayed with me and made sure I was OK." A bald faced lie and Peter's heart went out for MJ. He had felt the guilty stab that each one of those left inside you. His insides felt even icier to have someone else lying for him.

"Your boy's a hero." Stacy agreed. "I wish all teenagers had that much sense in their heads."

"Thank you MJ." May pulled her into a hug. Anna was hurrying over from next door. "If you weren't there I don't think I'd have been able to trust Peter."

Stacy watched the aunts and their teenagers for a moment longer. The flat frown on his lips spoke volumes and cut right into Peter's soul.


"This is unacceptable!" Roderick Kingsley was furious. The EMT had left Jason to hold his own aerosol there were others who needed more immediate attention.

"No one was hurt. Spider-man managed--"

"It is not OK to let some smart mouth vigilante expose our asses every time some fool wants to suit up and take a swing at me. No, more drastic measures must be taken."

"Sir, you can't mean ... Of course you do. You're aware that no one has managed to do this and remain on top." Jason took a deep breath into the rubber mask.

"No one was prepared for victory," Roderick fisted his hands as he paced. "We'll leave nothing to chance. This can be done right, it has just been waiting for the right man to come and do it."

"I'm skeptical," Jason admitted. "Tombstone was successful forever and a day until Spider-man."

"Lincoln was a hack," Kingsley snarled, "I master empires. I can take the rough from anyone and make it gleam like gold. Why settle with Oscorp? Why stop at anything? Rhino, Sable, Spider Slayer, Belladonna. They all have marked me. If they want me at their table, I intend to win. Besides brains and resources I have one thing desperately needed to rule this world."

"What's that, sir?" Jason raised his eyebrow.

"Preparedness for Spider-man." His grin haunted his face.

"Oh God, Roddy," Jason held his tongue as Lily ran up and encircled Kingsley in a tight embrace. Her dark skin seemed pale and her mascara had run. She was breathing shallowly. "You're not hurt."

"No, not hurt," He held the back of her head in his hand. He exchanged a silent decision with Jason. "But sometimes one needs to be burned to learn the lesson."

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Story tagged with:
Ma/Fa / mt/ft / Teenagers / Science Fiction / Superhero /