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**SPIDER-MAN

Tangled Web**

Chapter 3

(Tipping the Scales)

Safflower light glinted off of the distant sky scrapers like blades of amber and rust as the sun slowly climbed above the horizon. Tendrils of sleep swirled and seeped through Billy's mind like latent fog, his chin resting on the black canvas of his backpack. The sunrise light sparkled off his feathered blond hair, his undercut starting to grow out and lose its edge. His black and teal letterman's jacket was unzipped since he usually ran on the hot side. Most athletes in Billy's position would have been daydreaming about plays and routines or fantasies about women. Billy's mind drifted elsewhere in both respects.

What was it to be a senior in high school? To be eighteen? To be a mere handful of months away from graduation? There was an ease and comfort to be sure; he had his friends, he had his car, and no matter how badly he did the rest of the year, he'd gotten early acceptance letters to a handful of universities and colleges. He was the king of the campus, and yet he also knew he was on the verge of the unknown. Being a college freshman would mean having to prove his mettle and earn his way again, to forge new friendships, to struggle and strive all over again… and… to come out all over again.

The bell rang outside the classroom, indicating the final countdown to the school day beginning. Billy's pale blue eyes lifted, scanning the shifting sea of students outside expectantly until he caught sight of the rusty copper red hair he'd been hoping to see. Those same eyes widened, however, as he took in the rest of Peter Perez. His classmate slunk in last-minute, camera in hand - that was normal enough, but his clothes! His sweatshirt looked new but it was still rather tight around arm muscles Peter had never had before, and the unzipped front revealed a t-shirt hugging pectorals Billy had only seen on one or two of his teammates. As Peter swung into the chair in front of Billy, the gap between the seat and the backrest was filled with a definable curve. Billy had crushed hard on Peter for years, but he'd always had a flat ass. Now…

“Perez!" Billy hiss-whispered. Peter turned, that freckled face and pacific blue eyes gleaming like an ocean Billy could lose himself in. Pert lips curved into a smile.

“Hey Billy." Peter said with an almost sickening innocence and naivete. Billy already felt the denim of his jeans constraining a growing erection beneath his desk.

“Have you been hitting the gym? You look stacked, bro." Billy said earnestly as the other students gradually found their seats and got out their supplies. Peter blushed a bit, brushing strands of his rust colored hair out of his face.

“Not the gym…" Peter murmured, realizing that he had excluded the most likely explanation for his recent muscle growth, “Vitamins and… more exercise?" he offered feebly. Billy nodded a little, though his expression seemed to linger in doubt for a moment as he tried to come up with his own explanation.

“Well, whatever you're doing, you're looking fine." Billy said finally with a reassuring grin.

“You think so? Enough to draw your attention during a game?" Peter asked, feeling a faint thrill of flirtation. Billy grinned far wider at that, recognizing this game quite well.

“If you gave me a wink from the sidelines, I might fumble so bad the coach would have to bench me." Billy admitted as he set his bag on the floor and leaned back, letting his own muscles strain against his letterman's jacket. Peter's eyebrows rose at that.

They had both made it into one of New York's best academies on different merits; for Peter it had been scholastic aptitude, for Billy it had been a combination of his physical prowess and the fact that his father had funded several programs in the school. The two had been classmates for several years. Peter had even helped tutor Billy from time to time. Falling for the quarterback was a trope as old as time itself, but Billy had felt a pull for Peter just as long.

“You haven't said anything yet…" Billy said after a long moment, afraid their teacher would break the spell any moment by trying to teach them something. Peter looked up with a nervous grin at that before chuckling.

“I guess I just never knew how much I wanted to go to a football game." Peter said. Billy's grin stretched from ear to ear at that comment.

“Hey, if you're ready to give up being a brain and you want to hang out with the meatheads instead, you're always welcome." Billy offered. Peter's heart fluttered at that.

“I think I'll take you up on that." Peter said. Billy felt the anticipation like a knot in his chest, tethering back and forth between the life he'd always known and what the future could hold.

“We should go out… on a date." Billy blurted, suddenly feeling ice cold and boiling hot at the same time.

“Everyone open to page four hundred and forty-nine. As you recall, we were discussing the risks involved in the hypothetical colonization of the moon." Mister Chambrok's voice intoned. Billy's eyebrow twitched at the interruption. Peter, however, had not turned back forward. His smile was crisp, cool, warm and subtle all at the same time.

“Really? Me?" Peter asked. Billy's eyes widened in shock. He could have tried some coy flirt or game, but it was time to seal the deal.

“Bro, I've had a crush on you for years… and now you're jacked on top of it? Let me treat you the way you deserve to be treated." Billy whispered.

“I hear an unusual amount of talking for what should be page turning…" Mister Chambrok commented from his desk, his lips fluttering at the rim of his coffee mug.

“Yeah, yes, I mean." Peter whispered back, “After school?" he asked, starting to open his text book.

“Yeah!" Billy said with a little too much enthusiasm. In its own way it had still required restraint given the fact that he wanted to say 'let's run out of the classroom right now and make out for the rest of the day.' Billy leaned back, slowly and carefully given the erection now pressing against the plywood underside of his desk. He swallowed a bit, angling his head just enough to look down at the soft pillows of Peter's ass. He just wanted to reach down and squeeze them, to feel them, to marvel at how he'd manage to grow them over the course of… what, a weekend?

The tendrils of sleep that had been coiling through his brain had easily burned away in the inferno of possibilities, but something else cloying was starting to worm its way through his thoughts instead. Billy had been more open with Peter in general than just about anyone other than his team, coming out to him and making flirty jokes over the years… but there were some things he only shared with a few people; his father, his teammates. Was he really going to let Peter in on all of that? If he didn't, would he spend the rest of his life alone? Would he settle for some washed out has-been after their school days were behind them? No, life meant taking risks, and Peter would be worth it.

****

For someone as articulate as Peter Perez, it was a novel sensation to be speechless about how he felt. For the first time in days, there was something besides guilt in his heart. The guilt was, sadly, still there… After all, by choosing to do the right thing for the safety of mankind he'd essentially exiled his father's boyfriend to another dimension. Even worse, as much as he wanted to support his dad, it was hard looking him in the eye knowing he'd caused that pain. Instead he'd spent more time with his new 'hobby' and earned a fair few cuts, scrapes and bruises as Spider-Man. But now he had a date with Billy Connors, the most eligible bachelor of their school.

As Peter descended the rear stairwell, he found it a little alarming how fast he had adapted to being Spider-Man in some ways. He felt an urge to jump over the guard rail and simply drop the last few stories to the ground floor in an effort to save time, but not knowing who might see, he forced himself to stay the course. By the time he reached the bottom, Peter had gained enough momentum that he burst through the heavy metal door, all but skidding out on the reddish-brown asphalt path that stretched down the gently sloping grassy mound. His eyes scanned the surroundings, spotting Billy and two of his teammates in a shadowed alcove where they tended to skulk.

“Hey babe! Come over here so I can show you off." Billy greeted with an almost predatory grin. Peter's smile flashed across his lips as he approached, watching as Billy lifted a white and black vaping device and took a long drag. When Peter got close enough, the jock slung an arm around Peter's shoulders to pull him in close, leaned down to press his lips to Peter's and exhaled. Peter's eyes were wide for a moment as the sickly-sweet vapor invaded his mouth, lungs and sinus. He'd been caught off guard and had expected to cough, but the smoke was one of the most pleasurable smells he'd ever experienced.

Peter's lungs filled with the stuff until there was no more room and the green fog began to spill and spiral alluringly from his nostrils. Billy broke the airtight seal of their kiss by plunging his tongue into Peter's mouth and Peter returned the favor, the remnants of the smoke smiling out from the kiss to curl and swirl between them. The kiss was wet and lewd and Billy pressed into Peter until he felt an erection poking back against his. The grin that crossed Billy's face was immense, especially as he pulled back and Peter exhaled the last of the vapor like a seasoned professional.

“Fuck!" Billy's cornerback said, his long, tight braids slapping against his shoulder as his almond brown eyes nearly watered in shock.

“Damn, cap's got moves…" The running back murmured, his brown spiked hair unforgivingly motionless thanks to the styling gel. Billy paid them no mind, his arm slinking down to cross over Peter's ample ass and press him forward until their groins were squeezed together again, rubbing their dicks together through the fabric of their pants like he was trying to start a fire. Billy looked down into Peter's eyes with hunger.

“I can't believe how hot that was… Sorry I didn't warn you." Billy murmured. Peter shook his head weakly.

“N-no, don't be. I didn't realize it'd be so… sweet? I thought I'd cough or something." Peter admitted. Billy's teammates both looked up at him in surprise at that, seeming a bit apprehensive. Billy didn't pay them any mind.

“It's a special recipe. My dad makes it. Doesn't have the same effect as that crappy vape juice you get from the bodegas." Billy said, “I'm glad you liked it. You looked like a sexy dragon with that smoke coming out of your nose." he added, reaching to caress Peter's cheek with his fingers. Peter nearly melted into the embrace but Billy gradually became aware of the other men on his flank and he reluctantly took a breath, “You remember Zarian and Mace?" he added.

“Of course. Your right hand and your left hand… and some of the most awarded stars this academy has ever had." Peter said. Zarian let out a long, low whistle.

“You better treat him right, Billy, or I may try to win over this smooth talker." Zarian grinned. Mace puffed out his chest.

“Yeah, William." he said sternly before both burst out into laughter. Billy turned, keeping his arm around the small of Peter's back.

“Perez and I go way back, and I've always treated him right." Billy declared. Peter smiled a little and nodded.

“Like that time you offered for me to be your onlyfans photographer?" Peter asked. Zarian fell backwards against Mace's chest, laughing so hard he was shortly out of breath.

“Hey, the night's still young." Billy said with a smirk, escorting Peter away from the other two. Peter was practically beaming, feeling as though he'd passed the first test by keeping up with Billy's friends. Mace helped Zarian stand back upright before drawing out a vape of his own, taking a draw before he tipped his spiked head back and let out a plume of sparkling green vapor from his lips, watching it catch the late afternoon light as it drifted away on the faint breeze. Zarian continued to smile for a long moment before his head turned, his eyes following Billy and Peter as they walked down the sidewalk.

****

Billy's forehead glistened with perspiration, his blond hair sweat slicked against his skin. His biceps and triceps bulged with exertion as his fingers dug in deeper. He stretched and strained, holding on before he maneuvered the weight of his body up and up and up. His shoulders pressed against his shirt, the fabric tight. His leg swung, his shoe gaining purchase on another outcropping. The strain had been worth it, allowing him to return his body weight to his foot and steady himself upright on a firmer footing. A look of triumph crossed Billy's face as he looked at the indoor climbing wall he'd mounted and the ceiling of the gym mere inches above his head. He turned and looked back down at where Peter was standing. His classmate and date had his arms crossed, looking up with appreciation.

“What do you think, Perez?" Billy asked, breathing a little hard.

“I certainly like the view, although it isn't exactly the first date I would have expected." Peter admitted with a grin, particularly enjoying the view of Billy's ass.

“Don't animals do like… presentations of physical fitness? It's animal kingdom stuff." Billy said.

“Like a… mating ritual?" Peter asked. Billy puffed out his chest a little.

“Yeah, exactly." he said. Peter closed his mouth for a moment, considering. He stepped up to the wall, rested his hand on one of the colorful false stones testingly. Billy looked down at him in surprise, his eyes widening as Peter began to free climb upwards, slinking from rock to rock without any pause or calculation. It took mere seconds for him to reach where Billy was and he had done it all without a safety line.

“How did you do that?" Billy asked, looking at Peter with astonishment. Peter gave a slight shrug of his fit shoulders.

“I wanted to show you I'm ready to keep up with you." Peter said. Billy leaned over and gave Peter a soft kiss on the lips even as the safety monitor started blowing a whistle from across the gym, storming over.

“I think we're going to get in trouble." Billy said. Peter blanched, his blue eyes widening in horror.

“Wait, really? I… I'll explain it was my fault, you shouldn't get in trouble." Peter said. Billy snorted.

“Worst they can do is kick us out and blacklist us." Billy said.

“Banish?!" Peter asked, trying to recall if he'd ever been kicked out of anything.

“What, afraid to be a bad boy, Peter?" Billy asked. Peter frowned slightly.

“I've kind of made a life out of being the good guy." He murmured. Billy wrapped an arm around Peter, pulling him close. Peter instinctively stepped onto Billy's feet and Billy pushed off the wall. The safety line whirred as they descended down on the tether, touching down on the rubbery mat as a red faced safety monitor came up, blasting the whistle so loud that both Billy and Peter flinched and shut their eyes as if it would help. Despite his natural inclination to follow the rules, getting in trouble with someone else for doing something romantic was… interesting. Peter looked up at Billy's face, one of supreme confidence and bravado. What would it be like to live that way, so sure of everything? Peter only hoped he'd learn vicariously by being close to Billy.

****

There were so many forms of science, each one a wellspring of possibilities that could take a lifetime to learn and perfect. So many disciplines, so many approaches, so many potential applications. The fallacy, at least as far as Kurt Connors saw it, was the clinical separation that fragmented science into so many different shards. It took a disciplined mind to branch beyond one's narrow scope, but he had long ago proven to have such a mind. It was for that reason that Oscorp had granted him a laboratory that reflected his varied interests. There were chirps and squeaks from some of the live specimens in the terrariums along one wall while liquids bubbled and simmered in complex apparatus on the other. In the midst of it all, Kurt stood in a long white lab coat, one sleeve limp and empty while the other moved with dramatic flourishes as he etched an equation on one of the last chalkboards in the state. Every word was punctuated with taps, clicks and scrapes as he made his brilliance manifest.

While it was easy to see where Billy had inherited some of his good looks from, particularly Kurt's thick blond hair, time had taken its toll with crow's feet at the corner of his eyes, almost hidden behind his rectangular glasses. His lips were a bit dry, his skin a little pale despite the ample lighting in the lab. His corduroy pants had a few stains and were frayed in places and the toes of his shoes seemed abnormally scuffed and worn. Still, Kurt was focused on the next discovery and the next calculation - at least until there was a soft knock on the door.

Pale blue eyes looked up, the tint shifting for just a moment with a hint of honey before settling back. Kurt regarded the young man in the doorway, a subtle smile crossing his lips as he threw his arms wide.

“Zarian, back already? Most young men find my tutoring to be quite stuffy." Kurt offered. Zarian took that as his cue to shut the office door behind him.

“I'd never find you stuffy, doc." Zarian said, closing the door and making sure it was tight. He turned back to Doctor Conner only to find the scientist moving behind his desk to open a drawer, withdrawing a small container with several tubes of a translucent green gel. Zarian shook his head, sobering a little.

“It's… not about the vape, doc." he said hesitantly. Kurt's eyebrow arched at that and he looked up.

“Are you saying you don't want more?" he asked carefully, his voice holding a faint tinge of an oxford accent despite largely being American. Zarian seemed to freeze, his breath in his throat.

“Nah, I'm not saying that either, we love the stuff, it's just… I thought you'd want to know about Billy." Zarian said. At that, Kurt's other eyebrow rose. He slowly set the case down on the desk and looked at Zarian more squarely.

“And just what has my darling boy gotten himself into now?" Kurt asked. Zarian slowly sunk his hands into his pockets, feeling a bit anxious, especially interacting with his best friend's father… like this.

“Billy went on a date with another kid from school. He looked pretty into him." Zarian said. Kurt clicked a little with his tongue.

“My my my, it seems my son has finally gotten around to taking a mate? Who, praytell, is this partner Billy has fallen for?" Kurt asked, moving over to slide the container of tubes into Zarian's pocket. Zarian looked up, noticing that Kurt's eyes had shifted from blue to green, bordering on gold in places. He swallowed, his lips feeling particularly dry.

“Peter… Peter Perez." Zarian said. “He's a senior, a photographer." the student added. Kurt, however, was practically grinning.

“Oh, I know who Peter Perez is…" Kurt said, circling his desk almost like a shark circling prey, “Billy has had a crush on him for years…. Peter Perez… Did you know he once wrote a paper that disproved one of my theories? He was a Freshman! A boy… He was right, of course. In fact, if he hadn't disproven me, I might have wasted three years going down a track that led nowhere… That's when he started tutoring Billy, of course." Kurt said with an almost sort of pride. Zarian still seemed incredibly uncomfortable.

“Billy gave him some of the vape." Zarian blurted, though he held back on describing exactly how it had gone down. Kurt slowed, one foot tapping in consideration.

“And you believe that Peter is a threat to everything you and your team has accomplished?" Kurt asked curiously, “Or to how close you and your teammates are? What they've become?" Kurt asked. Zarian flushed, his position shifting from awkward defense to a more confrontational stance.

“Don't you? Billy brought us in slowly, over time. If he pops this on Peter… I mean, Peter's not like us, he's…" Zarian paused, struggling to find the right word.

“A good boy?" Kurt asked. Zarian's lips tightened.

“Innocent." Zarian countered. Kurt considered that for a long moment, slowly circling his desk one more time before he opened another drawer and drew out another clear box, this one with blue tubes of gel.

“Innocence can be lost with the right incentive. There is risk, yes, but Peter… Peter could be very good for my son, for us. I'm on the verge of something big here. If Peter came into the fold, if he could learn what we're doing, feel how right it is, I know he'd help us. He and I together could break through those last few barriers keeping us from our ultimate goal." Kurt whispered, gazing into the distance for a moment before his attention snapped back to Zarian. He moved over, caressing the boy's head, “You've done good, my boy. Very good. We'll be careful, we won't risk everything we've built… We just have to make sure that Peter joins our family. We just have to tip the scales in our favor." Kurt said, revealing a smile of teeth that were a fair bit sharper than they had been moments before.

****

Night had fallen across New York, though it was hardly any less lively. The clouds above the city glowed in shades of gold, silver and bronze. The street lights were bright and the storefronts were brighter. Billy had put his letterman's jacket over Peter's shoulders to keep him warm, the two walking down the street, Billy's strong left arm across Peter's shoulders. He held his vape to his lips and drew in, the lights on the device pulsing in sequence as they transformed the chemicals within into that shimmering green vapor. A moment later, Billy let out a long plume of the sweet, earthy smelling substance into the night air. He offered it over to Peter when he was done.

Peter felt a tightness in his chest that came from anticipation, an anxious nervous energy that jolted from his nipples to his cock and back again. He knew vaping was dangerous, though Billy had said his dad made a safer version for his son. He hadn't reacted in the way anyone else would have expected either. Looking up at Billy's almost eager eyes, Peter brought it to his lips and drew in. The machine flashed and Peter's mouth filled with the noxious vapor as well. He let it fill his lungs and sinuses again. The colors of the street grew brighter, the sounds of the city more harmonious. In truth, ever since his spider bite it had been a little overwhelming to be on the street, but the vapor put him at ease.

As the two came to a stop on the street corner, Peter exhaled a long steady stream of green smoke. He turned, catching sight of himself in the reflection of the store front. He looked… cool? His own muscles had filled out since his transformation, his pecs visible through the front of the jacket. While large, the jacket wasn't too overly sized, and even Peter's complexion had shifted. His rusty brownish-red hair seemed to be sticking up a little more in spikes as if the hair had grown more rigid. He could have easily fit in as one of Billy's jock friends, except when they were at football practice he was stopping muggings and ATM robberies. Peter offered the vape back to Billy, reaching over to rest his hand on Billy's arm. As his fingers slipped past the athlete's elbow, he couldn't get over just how dry the skin was.

“I could get you your own… I mean, a vape and some of the tubes." Billy said, breaking through Peter's distraction. He blushed a little.

“You don't like sharing?" he asked as the crosswalk light changed to white. Billy looked startled, shaking his head, remaining where he was as people started to cross.

“N-no, not at all. It's really sexy that we share. In fact, I want to share everything. I just thought you looked so good with it, and like you were enjoying it and everything." Billy said.

“If I had access to this all the time, I think I might get addicted." Peter said.

“What if I want you to get addicted to me?" Billy asked, reaching to lift Peter's chin with his hand.

“I think that's already happening." Peter said, stretching up to kiss Billy all over again.

****

The eco-friendly LED bulbs in the apartment snapped on with a silent touch of Billy's finger on the touchpad as he came back into the apartment, a little chilled from the evening stroll. As far as first dates went, it was just about the best one he'd ever had, though he still wished Peter had been willing to come inside. Glancing around, it didn't take a lot of evidence to deduce that his father was working another late night in the lab. An aquarium bubbled on the far side of the apartment, exotic fish swirling around inside. Billy opened the fridge and looked around for leftovers, settling for a protein shake instead. When he came out of the fridge, however, something caught the corner of his eye.

Sitting on the counter, in pristine condition, was a brand new vaporizer. The white plastic and cool steel was flawless and elegant, just like his had been before he'd beaten, battered and worn it down. There were a few slight aesthetic changes to the contours, but overall it was familiar enough. What caught Billy off guard, however, was the small card resting against it. 'For Peter; welcome to the family. -Kurt. A flush of emotions rushed through Billy, ranging from embarrassment to affection to pride and then nerves again.

“Of course you already heard about my boyfriend…" Billy exhaled a little, “At least you're happy about it." he added, his teen angst ebbing a bit. A small smile grew across Billy's lips as he thought back to what Peter had said about sharing. After all, it wouldn't be right for them not to share this particular gift too. He'd just give it a christening of his own. Setting the card down, Billy brought the vape up to his lips and pressed the switch. The lights on the side flashed a different sequence than normal, going from green to blue to orange.

Billy's mouth was filled with vapor in a second, the volume much greater than he was used to. He tried to contain it but couldn't, expelling it from his lips and nose as he pulled the vape away. The machine continued to work, spilling out an endless plume of mist that was blue rather than the normal green. The elation and second hand pride that had been there moments before were quickly pushed aside as Billy tried to figure out if he had broken the thing. The vapor was billowing around him, pooling and clinging in the confined space of the apartment. What had filled his lungs and mouth and nose had started to tingle and sting and throb in the most amazing ways.

Billy turned the vape around to try and pull the tube out of the diffuser. He pulled and prodded at it with his fingers, finding surprising purchase with just how firm and long his fingernails were. The tube still wouldn't bulge. He gritted his teeth, the sharpening tips grazing against one another. He squeezed harder, grunting before he heard a faint crack. The tube broke and Billy was hit in the face with a fresh cloud of smoke. The vapor obscured him for a moment, but he could feel what was happening. It jolted through his body like electricity. He was growing, he was becoming stronger… he was changing.

A hand slammed down on the countertop of the kitchen. The soft, peach toned skin firmed and hardened. As the skin parched, it cracked like mud flats in desert heat, revealing scales that started to take on a greenish-blue hue. The ivory of his fingernails stained with inky black as they curved, scraping along the countertop as they took deeper and deeper root in his fingers. The forearm bulged and expanded, though not nearly as fast as the bicep and tricep above Billy's dry, calloused, scaly elbow. His clothing grew tighter as his shoulders expanded and an animalistic grin spread across a face splotched with blue and green as long, sharp teeth began to come into view.

****

Far above the streets of New York, the faint thwip-thwip of Peter's web shooters was barely audible above the discordant symphony of car horns, sirens and the usual shouting. Peter felt the pleasant strain on his arms and shoulders as he used his inertia to swing his way forward. By any measure he'd had a great night; not only had his date with Billy gone well, but he'd stopped a car jacking, a fist fight and two petty thefts on his way home. What stung more than anything, though, was that he couldn't share any of it with his dad. It was bad enough that he couldn't tell him about being Spider-Man, but to bring up finding a boyfriend so soon after his father had lost his?

Peter's contemplation came to an abrupt and painful end as a searing, stinging sensation arced across his synapses, making him miss the apex of his next swing. He shot out two shorter webs to slow his descent, coming down to street level like a skydiver with just the right parachute. His nylon covered feet touched down, padding along the asphalt before he turned back the way he had come. The large, expressive eyes of his orange and black suit widened as he heard glass breaking and shouts of surprise. Neither was particularly unique in New York, but those weren't ordinary shouts. Something very out of the ordinary had just happened.

Breaking into a sprint, Peter bobbed and wove his way through the crowd until he managed to get enough space. Raising his arms, he shot out two more webs to anchor to a particularly sturdy traffic light. Pulling back to build tension, he slingshot himself upwards, regaining the momentum he'd lost when his spider-sense had done whatever it had done. Peter exchanged style and grace for speed, zigzagging his way back up the street before landing seamlessly on a fire escape. Raising his head back up, his eyes widened again as he realized just where his senses had brought him to.

“No, no, no! Don't let anything bad happen to Billy. This isn't fair…" Peter murmured, looking over at the penthouse suite of one of the older apartment buildings in the borough. One for the windows had blown out and a strange blue smoke was dissipating into the night air. If that's all it had been, though, what was the scream for? Peter slowly rose back up to his full height, studying the way the window had broken, the views the nearby buildings would have had and-

A vibration rattled its way through the fire escape, going off in Peter's brain like some sort of seismic sonar. He detected a very large, very heavy foot behind him. By the time the second foot had stepped down, Peter had sprung upward into a back flip with a grace and agility that defied all human expectation. As his body arched backward over the fire escape, he got his first glimpse of the hulking, muscled, blond haired beast that had no doubt elicited the woman's scream. Peter's shock, however, came at a detriment to his otherwise heightened senses. A hug, clawed hand shot up, grabbing him around the waist, slamming him back down to his feet in front of the beast.

Looking up at him, it was impossible to see where the sublime bled into the grotesque. Every muscle Billy had was growing, exaggerating itself to inhuman proportions. Thick cords of muscle sloped down from his neck to his shoulders like the suspension wires on a bridge. His stomach rippled as his abdominal muscles inflated with new mass. His beautiful, shaggy blond hair was staining green like algae in a still pond. What stood out most, aside from his size, though, was the condition of his skin. Billy's natural and healthy tan had grown ashen and pale, even peeling in places. The epidermis beneath was a sea foam green color, a dusty blue between each individual scale.

“Billy…" Peter murmured in surprise and dismay. The high school athlete grinned with abnormally sharp teeth, the natural color of his eyes taking on a dangerous golden hue.

“Perez?" he asked with elation, his head rearing back even as his ears seemed to be shrinking back somewhat, reabsorbing into his head, “That explains the physique… You really have been exercising more." he murmured with appreciation, scoping out the curves and figure of Peter from head to toe, “The spandex works, babe…" he growled happily.

“Billy, what's going on?" Peter asked, “We need to get you help." he added more urgently. Billy grinned again, raising a clawed hand to rub at one of his firm, fat pectorals.

“This wasn't the way I expected to tell you… but you were going to find out sooner or later." Billy admitted.

“Find out about what? This wasn't an accident?" Peter asked. Billy reached up, rubbing at the back of his head, a brow ridge arching as he felt a rubbery frill starting to push out from the back of his head.

“Well, I'm sure it was an accident at first, like many great inventions were. My dad had been experimenting on ways to regrow his arm. He'd made one discovery after another, advancing the cause of science. The results were promising, too promising, and he… tested it on himself." Billy said. The Spider-Man suit was incapable of showing Peter's jaw drop, but the way it replicated the shock in his eyes told it all.

“Billy, that's…" Peter hesitated.

“I know, so brave…" Billy whispered, missing the point, “He went back and forth for months, trying to get the changes to stay in human form but they never did. He decided to try a more gradual approach, and seeing how much it helped him, I asked if it could help me." Billy said. Peter's brows furrowed beneath his mask.

“But you weren't hurt…" Peter said softly.

“You don't have to be hurt to need help, and it paid off! You've seen how much the boys and I have improved. We're winning matches, we're passing classes, we're ruling the school! I even managed to land the hottest dude in our whole school. I mean, fuck, I landed Spider-Man." Billy grinned. Peter shook his head.

“What about the scream?" Peter asked, looking around.

“Oh, that? Misses Landru never as one for appreciating the male figure. I had to get a little fresh air and she saw more than she was hoping for." Billy shrugged before he grinned, his ears receding into his head until they were pale gray membranes on the side of his head. While a thick strip of shaggy green hair had remained from his forehead to the nape of his neck, the sides had shed the hair and left the scaled skin. Every moment they'd been talking had only advanced his metamorphosis, adding on pound after pound of muscle.

“Does it hurt?" Peter asked, at a loss for things to say. Billy shrugged, one hand gesturing to the street.

“Not really, but you know what they say; no pain, no gain… But let me ask you a question, Perez… Are you as stretchy as your webs?" he asked, running a thick, oddly textured tongue across his lips.

“What?" Peter asked in surprise, feeling his heart thumping in his head. Billy took a step forward, his toes popping as they stretched and widened, each one capped by a wicked black claw. The skin on his ankles cracked and splintered into thick scales, a waxy thin layer of human epidermis shedding away into dust on the evening wind.

“I want you Perez… I want to fill you, I want to taste you, I want to feel you swell and grow and stretch around me…" Billy said, taking another step. Peter backed up, holding up his hands.

“Billy, this isn't you. We can get you some help. I know someone that's great with this sort of thing." Peter's assessment was half true. He knew Harry could get him out a lot of spots, but this?

“Oh this is me, Peter, the real me… I wanted to fuck you since you gave me my first tutoring session… I wanted you riding my cock like a carousel horse… I wanted to bend you over and taste your soul with my tongue. This is the real me." Billy said, reaching to his hip. Wearing only torn up basketball shorts, Peter hadn't expected Billy to have anything. When the reptilian teenager withdrew the vape from his pocket, it felt so ordinary that it was surreal. Billy clicked the switch and took a long draw. Before he could exhale, however, a powerful tail wrapped around Spider-Man's waist, pulling him closer.

Billy grabbed Peter's masked head with one huge hand and leaned in, exhaling suddenly through the material of the suit. A cloud of sparkling blue vapor erupted between them, coiling and curling along Spider-Man. The smoke was briny and earthy, musky and salty, smelling like Billy and sex and meat all at once. Peter coughed and sputtered, more out of protest than the actual content of the smoke… but he already knew it was too late. As Peter stumbled backward a few steps, a rather obvious bulge tented in his form fitting suit. It swelled outward inch by inch, rising to attention and growing larger still. Sharp points deformed the suit from his selling nipples. Even his sphincter began to throb and pulse as it tensed and relaxed in unison.

“That's my stud…" Billy growled happily, “Grow for me…" he added, smoke still spilling from his sharp teeth before he took another long draw. As the vapor filled his own lungs, his body visibly swelled again and again. More of his human skin seemed to dry out, flake and drift away as dust as the pale green scales beneath emerged like stone being power washed clean. Even the slightest shift of the reptilian athlete's shoulders sent ripples down his muscles like liquid metal. His ass cheeks flexed, bouncing playfully almost like basketballs as they pushed the torn shorts to their breaking point.

Peter couldn't even imagine what Billy was experiencing, too caught up in his own metamorphosis. The eyes of his suit had done their best to match the squinting expression he wore on his own face as he stood there, feeling his spider senses short circuiting. Peter was oddly aware of just how dry his elbows and knees had become in the last few days, realizing only now that he'd been set down on this path of corruption since his first kiss with Billy outside of the school. Every breath of that special made vapor had been changing him, and the latest blast had pushed him over the edge.

A grunt escaped Peter as his pecs began to ache and throb, starting to swell uncontrollably. He'd already had a growth spurt thanks to the bite from the interdimensional spider, but this? He stumbled back again, his spine hitting the edge of the fire escape safety rail. He barely managed to lift his head as he watched his chest rise larger and fuller and rounder and fatter. The fabric stretched across his body was painfully tight, starting to squeeze and crush his body. Fighting against it merely on instinct, Peter flexed biceps that were far larger than they had been mere moments before.

The sound of splitting fabric was music to Billy's ears as he saw a jagged tear split down Peter's back, more scars opening up along bulging arms. As Peter's suit continued to tear, it sagged down over his pendulous ass cheeks. The skin above the crevice was inflamed and swollen, looking almost as if a rash might break out - that was until the bones inside his tailbone suddenly shifted, maneuvering themselves up and away from his pelvis as new ligaments anchored to the appendage. The skin relaxed suddenly from the change, though it remained taut as the bones and joints within began to replicate and expand outward.

A reverberating growl left Billy's huge chest as he expelled another plume of smoke from his mouth like a dragon quenching his fire. The pleasure and pride was intoxicating, though his eye twitched a little in discomfort as his jaw started pressing forward. As his mouth extended, his nose flattened out into the general taper. His nostrils were stretched and contorted, manipulated until they sank into the mass as well, leaving them mere slits on the proto-muzzle Billy had gained. His clawed hand sank down, digging into his shorts before he tore them away, sending the fabric fluttering down to the street below.

A wet, slick, hot slab of meat rose up from where it had been trapped before, wobbling and stretching out in mid air. His balls were green and leathery, looking as though they contained huge dragon eggs. A thick, clear slime oozed out of the tip, dribbling down to the wrought iron beneath Billy's huge, clawed feet. His enormous chest rose and fell, the scales now covering his chest and stomach a paler sand color compared to the green that dominated the rest of his form. Billy shuddered, his face still growing the rest of the way into his muzzle before yellow eyes opened again, his pupils constricting from circles to slits.

“Billy…" Peter murmured, still reeling from his own mutation, feeling his suit still trying its best to keep him in the shape of a human as it squeezed and squished and crushed his anatomy inside of it. The metal of the fire escape shuddered as Billy took a step forward, then another. He reached his massive paw out, grabbing Peter entirely around the width of his ribs in one hand. The lizard picked Peter up, flipped him over and set him back down. He gasped as his suit was torn away from his full, thick ass. His rudimentary tail was already eight inches long, swishing back and forth in the air. Billy only let out a predatory purr before he plunged his snout between Peter's ass cheeks, opening his maw just enough to allow an incredibly long, thick, slimy tongue to slather its way out.

Peter's eyes clenched shut again as he felt the wet tongue slide up and down across his pucker, but he knew that was a prelude. He gasped as the tip found its home and began slithering into his ass. Inch after inch entered his body, sliding in so deep. When it seemed like Billy had no more to give, he regrouped and sent it in further. Peter's jaw dropped, a moan leaving his lips. His guts were full of lizard tongue… and he liked it. His fists closed around the guard rail, keeping him firmly in place as Billy went down on him. Billy rumbled in pleasure at that, reaching one hand around to claw his way through the front of Peter's suit to get a fist full of his swelling lizard cock.

The chaotic storm of jumbled senses continued to jolt through Peter's body, jumping from his dick in a lizard's vice grip to his rock hard abs to the tail stretching out of his backside like toothpaste coming out of a tube. Peter indulged in a guilty pleasure he had always done, wiggling his toes as he jacked off, but newly formed claws shredded their way through the material of his suit until orange and black scaly feet burst free. His skin continued to shed, revealing the rust color beneath.

Any self respecting hedonist would have used his last free appendage to jack himself off in such a position, but Billy's left hand had remained firmly closed around his vape pen. Feeling Peter giving in, he didn't want to leave anything to chance. He used the tip of one claw to switch it back to the mode he'd found it with the previous tube in in his apartment, then moved his finger to press the activator as he moved it to aim at Peter's head. A sudden explosion of the potent blue smoke blasted Peter's head like the ash cloud of a volcano.

What little restraint Peter had tried in vain to hold back, to stop breathing, to keep out the cloud… but every wriggle and shift of the tongue nestled inside his guts like a king cobra eroded his control until he was forced to take a breath and then another as the world around him grew hazy. Billy's growl of pleasure returned as he saw Peter's shoulders swell outward, bulking in width as much as height. His suit tore itself apart along seams where the black and orange had met each other, leaving panels waving like torn flags over scaled flesh.

Billy found it easier and easier to jerk his partner off as Peter's cock stretched out to sixteen inches, then twenty, then twenty two. The eighteen year old superhero was sporting a reptilian cock that would put any caveman club to shame. His balls were swelling as well, riding lower in the leathery pouch that held them. His clawed talons anchored his massive feet, his legs tapering and bulging in ways that weren't quite human. The metal being squeezed beneath his hands was starting to buckle from the sheer strength being exerted.

Dust and grit began to fall from the bolts that anchored the fire escape to the brick building as the grooves sawed their way back and forth through the stone. The fire escape hadn't been designed to support that much weight, let alone weight that was oscillating back and forth with a furious passion. Even that was beyond Peter's ability to sense, feeling only the way his mask was riding up over a chin and mouth that was no longer human. His thin, panting smile betrayed sharp pointy teeth and as the mask reached his nose, his jaw pushed forward into a short, blunt muzzle. His nose melted down into the mass, his nostrils becoming slits formed from rubber orange scales.

The clatter of Billy's vape pen was almost inaudible as he dropped it, the contents depleted. The hand that had been kept from him for too long finally snapped to his own dick, jerking himself off as he tongue fucked Spider-Man. The two had lost themselves to the bliss and pleasure, surrendered to the moment, blissfully experiencing the loss of more and more of their mammalian lives. The temperature and smell of the New York air had become a tapestry they understood on a level no human did. Their bodies writhed and undulated with satisfaction. Their bulk heaved forward and back, forward and back, and then down.

A loud creak sounded as the struts of the fire escape gave way, sheering free of the brick building. In the same moment, one of Peter's huge arms raised upward, his clawed middle fingers pressing against his palm as a thick, sticky web shot out to anchor on the edge of the building. He spun his body around, reaching down to loop his other arm under Billy's as the support gave out from under them. The long prehensile tongue snapped out of Peter's ass and back into Billy's maw like a reluctant tape measure, the larger green lizard grunting as the entirety of his weight was suddenly supported entirely by Peter's grip under his shoulder.

With a controlled exhalation, Peter began extending the length of the web, lowering them down towards the dust cloud below. They'd made it down about ten feet before their combined weight proved too much and the corner of the roofline Peter had attached his web to broke free. The two beasts dropped the rest of the way, landing and rolling into a heap. Peter winced, feeling metal cutting into his leg despite the thick reptilian scale. Added to that, he gasped as a sudden pain pricked the back of his neck, a small needle puncturing the skin. A faint chirping was coming from a small chip built into the collar of his torn up suit.

The static of his cross-wired senses came into laser focus as the liquid Peter had brought back from Doctor Octavius' lab coursed into his veins. The confusing wash of lust, pleasure and metamorphosis crumbled away to leave the moment they inhabited. Peter's chest rose and fell as he looked around. The fire escape had fallen into a narrow, abandoned alley between the two buildings and had harmed no one on the way down… but if Peter had been grazed by the debris in his landing, Billy had wound up in the middle of everything.

Peter strode toward the epicenter, wincing as his feet began to contract and constrict, his lizard feet flattening back into a more human shape. The remains of his spider suit, a suit that had felt like it was crushing him mere minutes ago, grew baggy and stretched out, fluttering across the few parts of his body it still covered. Moving through the dust, Peter came up to Billy's side, crouching down next to the immense beast. He reached his fingers out, pressing them to his neck. For a moment he was worried he wouldn't be able to feel a pulse through the lizard's scales, but thankfully he found it. Billy's nostrils flared ever so slightly as his autonomic system ensured he kept breathing even after being knocked out.

Somewhere in the distance, another siren sounded. It seemed like in New York there was always another emergency and that the scales always tipped towards danger. Peter's head drooped slightly, wincing as he felt his ears growing back in. He hadn't even felt them shrink away into his head during the metamorphosis… He'd nearly lost himself to blind passion, and if he'd fallen as much in love with it as Billy had, he had no idea how far they would have fallen. The city still needed Spider-Man and he had barely started to make up for everything. He was going to have to thank Harry for building the unexpected safety mechanism into his suit. More than that, he was going to have to figure out just how much of that stuff would be needed to turn Billy back. Crouching down, Peter slowly wriggled his way under Billy's massive chest, pulling the lizard's muscled arms over his shoulders like the straps of a backpack. Peter groaned as he rose back to his feet, hoisting the heavy bulk up behind him. Step by step, he started the laborious journey of getting Billy back to his apartment.

****

It had taken Harry a few minutes to get over how badly Peter's suit had been torn up, then a few more for him to stop gushing over the remnants of Peter's remaining reptilian traits. Now Harry sat in front of a small sample container, his warm honey brown eyes studying the blue vapor contained within as the computer analyzed the contents. The fabric printer was whirring and whooshing as it printed up another suit, although Harry knew he'd have to figure out a way for it to withstand a little more internal stress. He'd never expected Peter to be growing inside of it like that. That left Peter in Harry's personal bathroom, exfoliating as best he could with a loofah that would no doubt need to be discarded upon completion.

The hot water felt exquisite rushing over Peter's mixture of skin and scales. His ginger hair had more volume to it, several of the strands having thickened with a keratin like sheath. If he'd continued to change, they likely would have developed into spines. Peter couldn't help but jerk off a little more as he washed, his hand furiously riding up and down his cock as he looked down at receding claws on his toes and hands, his sack still larger than it had been before. He tipped his head back, exhaling air without a trace of vapor or smoke, his chin still flecked with a few speckles of scales.

“Oh my god…" Harry muttered from the other room. Peter's head came back down as he shuddered and moaned, a little excess semen ejaculating out to land harmlessly on the side of the shower.

“Wh… What?" Peter called out, regaining as much composure as he could before he turned the shower off, grabbing a towel to pat himself dry before pulling on some borrowed clothing.

“One of the key ingredients is KP-112, it's a synthetic metabolizing agent that Oscorp developed for rapid growth of agriculture before that whole organic foods thing really got rolling." Harry said. Peter emerged from the bathroom in a rather small pair of Harry's boxer shorts and a t-shirt that left his navel on display still. Harry looked up, an expression crossing his face that Peter couldn't immediately read.

“I might have to leave spare clothes over here…" Peter said. Harry cracked a wry smile.

“Nah, it's cute. You look like you're trying to pick up dudes at Coney Island." Harry smirked. Peter frowned a little at that, pointing a clawed finger at the cloud tank.

“So this KP stuff… Is there a lot of it around?" Peter asked. Harry shook his head.

“No, it's extremely regulated. It doesn't take much to do what Connors needed it to do though." Harry said. Peter nodded a little grimly.

“So without this, he might not be doing any experiments on his own son for a while. Can you tell me what to look for if I pay the doctor a visit?" Peter asked.

“I can, and I should have enough of the reverse catalyst ready to finish Billy's reversion in the next twenty minutes… But you're sure you're ready to go back out there?" Harry asked. Peter turned his head, looking out across the city a little sadly.

“It doesn't matter if I'm ready. I found myself at the edge there, ready to give in. It wasn't until your little lifeline kicked in that I realized how much more I still have to do. Otto and Conners had been working on all this for weeks, even months, just festering beneath the surface. Both times I caught it just before it popped, but if something takes me down, who is going to be there to save people that can't help themselves?" Peter asked.

“I don't suppose you brought back a spare radioactive spider from a nether region and need a sidekick?" Harry smirked. Peter shot him a look.

“Promise me you'll be careful messing with all this stuff, I can't bear to lose you too Harry." Peter said. The pink haired boy sobered and nodded.

“I promise I'll be careful as long as you are too…. Within reason, I mean, you're still web slinging and wall crawling with monsters." Harry said. Peter bit his bottom lip.

“Within reason, yeah… But I guess I'll listen to the PSAs and give up vaping." Peter said. Harry nodded a little nervously at that.

“And Billy?" The question hung in the air, the many different meanings of the question clicking and rotating through like a Rubik's cube. Would Billy give up vaping? Would Peter give up Billy? Peter didn't respond right away, instead turning back to look at the skyline through the window of Harry's flat… The city that was still at risk, the city full of far more than two teenagers and their high school infatuation.

****

Billy had known several kinds of pain and discomfort growing up, but he'd never felt anything like this. Lactic acid and the dull hot throb of growing pains were miniscule compared to the steady sting of his lower back, the hollow thrum of his ribs and shoulders, or the faint burning along all his fingers and toenails. To add insult to injury, his bed had still collapsed from the weight of his transformation before he'd come across Peter… before he'd come across Spider-Man. Billy's eyes opened, blinking a few times as the light hurt. The last of the yellow drained away from his irises as the reverse catalyst worked through his veins.

The jock looked up to see Peter sitting next to his bed, looking almost entirely human again. For a moment Billy started to smile, but everything swirled together in a bitter moment. The strength and pleasure and lust and confidence was gone. More than that, there was something in Peter's face that spelled terrible portents. Billy's mouth sagged further into a frown.

“It didn't just wear off, did it?" he asked softly. Peter shook his head.

“No. The amount you were dosed with would have lasted for several months." Peter said solemnly. Billy's brow furrowed in confusion, the bone there still a little thicker than it should have been.

“Then how am I… How are we back to normal?" Billy asked. Peter gave a sad smile.

“We're still not all the way back yet, but… I had an antidote." Peter said. Billy's eyes widened in surprise.

“An antidote? That's great! I mean, do you know what that means, Perez?! We can change and change back whenever we want!" Billy exclaimed, wincing as he moved too many of his very sore muscles.

“That's not what that means, Billy. What your dad was doping, what you were doing, it's too dangerous. I know that wasn't 'the real' you up there, and it wasn't the real me either. That stuff makes us into someone else. We broke a fire escape, you terrified a neighbor. We could have really hurt some people. It would have messed up your athletic career too." Peter said.

“It helped my career, all of our careers!" Billy protested.

“And what happens when they enhance the tests enough to see that stuff? What if you get expelled from whatever college you're going to, stripped of whatever awards or accolades you've earned?" Peter asked, “I know you're better than that." Peter said. Billy looked up at Peter, a flicker of danger dancing across his face.

“You didn't just give me the antidote, did you?" he whispered. Petr winced a little.

“Spider-Man paid a visit to your dad's lab… He doesn't have what he needs to make more of this stuff." Peter said. Billy didn't think it was possible to sink down lower in his bed, but he did. One muscled arm laboriously lifted to cross over his chest, then the other.

“Spider-Man did that, huh?" he asked. Peter couldn't help but look down at the floor.

“I know… it's a lot to ask that you keep that secret. I don't really have the right, but… I need to keep helping people, saving people. It's easier to do that if it isn't mixed up with my daily life." Peter said softly. Billy stared at Peter a moment before he sighed and tipped his head back.

“You take away the best thing that ever happened to me, you ask me to keep this big secret just 'cause, and you break up with me too…" Billy said. Peter's jaw dropped.

“Billy, I-" Peter started, but he wasn't sure how to finish it.

“I know I needed a tutor, but I'm not dumb." Billy said, closing his eyes for a minute, “You already were planning on it, right? You just had to find a way to let me down easy?" Billy asked. Peter blushed bright red.

“Y-yeah…" he said softly, “It's because… if we were together, I don't think I could resist trying to go back to what we had…" Peter whispered. That, at least, gave Billy a grin. He nodded appreciatively at that.

“See, that's a way to let a dude down gently." Billy said, taking one heaving sigh, “I can respect that, and I can respect your need to keep your little alter ego a secret. I can even understand, though not respect, you messing up my dad's experiments… Just promise me if you ever need your ass eaten out, or you need to fill that belly with jizz, you can come to me." Billy said.

“Are you sure that's not the lizard talking still?" Peter grinned. Billy licked his lips.

“Trust me, Perez. What I said up there was mostly true." Billy smirked before he groaned a little, letting his arms sink back to his sides.

“You should rest, Billy." Peter said. Billy nodded, closing his eyes again.

“And you should get home to your dad before Spider-Man catches you," he added. Peter smiled meekly at that, pulling the covers up over Billy. He stood up and moved to the open window of the apartment, arching one lithe leg through before he sat on the sill, sparing Billy one last glance before he slipped out into the night and disappeared.

****

There was always a difference between being the observer and the observed. Kurt Connors was a master in his laboratory, wielding destiny and discovery. Sitting in a lobby high in Oscorp tower, however, he felt like a mouse dressed up in an old tweed suit. The rich, dark wood used to panel the walls rose up nearly two stories, absorbing any excess light that came from the narrow windows in the vaulted ceiling. Kurt sat, his hand on his lap, his blond hair looking pale like corn silk as he waited. He glanced up again, peering through his rectangular glasses, studying the young intern that was typing away at the computer in the circular desk at the center of the lobby.

Kurt's eyes studied the young man from behind the cover of his glasses. Twenty, perhaps twenty one… Tall, lean, his suit unusually well tailored for someone his age. His skin was a rich russet and he'd grown his hair out into a respectable afro. Kurt wet his dry lips with the tip of his tongue as he imagined what the man would be like as a lizard, as a reptile, as a beast he was truly meant to be. The imagination was shattered as the young man looked up with hazel eyes and smiled.

“Mister Osborn is ready to see you now." he said, his voice almost lyrical. Kurt swallowed the saliva that had built in his mouth, rising to his feet before he gave a modest nod of his head. He walked around the desk, hearing the electronic buzz and click as a button was pressed to open the door ahead of him. Sunlight spilled out from the large office of the company's CEO, shining off the meticulously polished floor. Kurt couldn't help but look around at the opulence of the office, from the large tapestry of the company's founder on one wall to an exquisite sculpture of idealized human bodies stretching and straining to reach an orb on the other. The automated doors began to swing shut behind Kurt, feeling like a trap closing.

“Thank you for seeing me on such short notice, mister Osborn." Kurt said, his voice reedy but determined. A wide, sharp grin crossed the face of the man sitting in the chair behind the vintage desk.

“Kurt, please, call me Norman!" the man said with a confidence as sharp as his pronounced cheekbones and as pointed as his chin. Kurt all but withered a little.

“Of course, yes, Norman." Kurt said with his faint English accent.

“And sit down. We've been working together for years…" Norman said, gesturing to the waiting chair. Kurt slipped over before sinking into the chair, sighing a little before he looked up.

“There's been a setback, Norman." Kurt said bluntly.

“With your special project?" Norman questioned, keeping a mask of understanding. Norman nodded slowly.

“As you know, I keep the status of the project on as tight security as possible while still making rapid advancements. Apparently that neighborhood vigilante, Spider-Man, found out about it and confronted my son." Kurt said with his soft voice. Norman leaned forward a little.

“Is William alright?" Norman asked. Kurt nodded.

“Oh, yes, yes. Apparently Spider-Man developed a counter agent… and turned him back into a human." Kurt replied. Norman nodded, leaning back in his high back chair.

“So far I'm not hearing a setback, other than the existence of an antidote which isn't necessarily a bad thing." Norman said.

“There was fallout from the confrontation. Apparently this Spider-Man is a gifted chemist. He identified the metabolizing agent used in the formula. I found my lab raided. Every sample of the transformative agent was destroyed and every drop of KP-112 was taken. I have no way to synthesize more." Kurt explained. Norman reached up, running his hand over his well styled coyote brown hair.

“I can get you more of the KP-112. It won't be easy… It won't be cheap, either… But the real problem is this Spider-Man. You're right, Kurt, this is a setback." Norman said, his eyes distant and calculating for a moment before he looked back, remembering that he needed to retain the appearance of his humanity, “But you said your boy is okay?" he asked.

“Mostly… Apparently this experience cost him the relationship he was developing with a classmate but his teammates remain dedicated." Kurt said.

“The heart… The heart is an organ that can be wounded all too easily." Norman said, rising to his feet. Kurt looked surprised for a moment before realizing this was a dismissal. He, too, pushed himself back upright. “I promise you, Kurt, we'll get your project back on track… and I promise you we'll find a way to deal with this Spider-Man too." Norman said, coming around to the desk to clap him on the shoulder. Kurt took the impact of the hand with the grace of an old weathered boot, turning and moving out through the doors that had started to open themselves again. Norman remained behind, watching the scientist leave and the doors seal themselves behind him again.

The smile on Norman's face melted away like candle wax, leaving his sharp features that much more pronounced. First Doctor Octavius and now Doctor Connors. This Spider-Man was proving to be a menace to Oscorp, to the bottom line, to Norman Osborn in general. He'd sprung up out of nowhere. Yes, the city found him amusing for now as he dealt with their petty problems, but that would change. It always changed. The only thing humanity loved more than a hero was to see a hero fail. Norman sat down behind his desk, typing rapidly. He brought up the company's confidential files from research and development, clicking through one project after another. His eyes glittered with limitless technology and innovation and he sifted through it all. Spider-Man's ability to shoot webs would need to be dealt with, something to equalize his air superiority… something that could float. As the image of a sophisticated anti-grav glider came up, Norman's dagger sharp smile crossed his angular face once more.