A/N: Please read and review.


Spider-Man stood standing on top of a roof, while staring down at the city, as he remembered his battle with Electro only a few days ago.

"I wonder how come Electro didn't leave any scars on me?" he wondered, crouching down. "I mean, with him having the power over electricity, I should've been seriously hurt at least."

He had checked the small bruises he'd received every morning when he got up since the battle, and today had seen they'd completely healed, not even leaving a scratch. Giving the fact that that was only the first time he was bound to get hurt like that, he decided to wait until he was hurt like that again, before he'd be able to come up with an answer.

He jumped from the roof and began swinging through the city, turning right as he went down the street. He swung through the city for about 5 minutes, before his Spider-Sense went off, making him land on the side of a building. He looked down, and saw a large scaly shadow in an alleyway, but when he swung down to investigate, he lost sight of it.

"Huh?" he muttered.

He then heard a clanking noise, making him turn left down another alley, just as a sewer manhole cover closed, telling him who or whatever he saw, had escaped into the sewers.

"Uh! No way am I going down there unless I have to!" he shuddered.

He then jumped up and began swinging through the city again.

"But still, who was that? Looked like some sort of lizard." he thought. "Maybe I can get a lead at the Daily Bugle."

He began swinging towards the Daily Bugle.


Once he got there, after he'd changed, Peter walked into the main room, where he saw Robbie going through a file.

"Hey, Robbie." Peter said.

"Oh, hi, Peter." Robbie said, turning around.

"What's in there?" Peter asked.

"Oh, nothing much. It's just that a few underground tunnel workers have been disappearing over the past few days." Robbie explained.

"Yeah." Jameson said, entering the room. "And eyewitnesses say they were kidnapped by a giant lizard."

"Giant Lizard?" Peter questioned.

"Yeah. What a load of gibberish." Jameson mumbled. "I wish I knew someone around here who might have an idea what could be going on?"

"What about Dr. Connors?" Peter suggested. "A friend of mine's his student assistant, and he's told me Dr. Connors' has been working on reptile DNA."

"And you think there might be a connection?" Robbie inquired.

"It's possible." Peter said.

"Well, get down to E.S.U and investigate!" Jameson ordered. "Since you already know the good Doc, you might be able to get more out of him than anyone else."

"Right away, Mr. Jameson." Peter understood.

He then ran out of the room, hoping Dr. Connors would have an answer to this.


Later that day, in the city, Gwen was walking down the street, when her phone rang. She took it out of her pocket, and saw it was Mary Jane.

"Hi, MJ." she said, answering it.

(Watson house)

Mary Jane was lying in her bed, kicking her feet up in the air.

"Hey, Gwen. I've been wondering if you'd like to help me out with something?" she asked.

(The city)

Gwen walked down the street.

"What?" she inquired.

"I was wondering if you'd watch as I practice my modelling work?" Mary Jane asked.

"What? Now?" Gwen asked shocked.

She checked her watch and saw it was nearly 3:30 in the afternoon.

(Watson house)

Mary Jane walked towards her drawers, and then opened one up, showing all sorts of bikinis and sexy underwear.

"Well, yeah." she said, taking out a lace teddy.

"MJ, I'm sorry. But I'm on the other side of the city. It'll take me hours to get there." Gwen explained.

Mary Jane's smile fell. "Oh... Well, never mind, Gwen. I'll get someone else." she said.

(The city)

"It's okay, MJ. See ya." Gwen said, before she hung up.

She put her phone back in her pocket, and then she stood outside E.S.U, and then smiled. She then looked up, and saw Spider-Man land on the roof, surprising her a bit.

"What's Peter doing here?" she wondered.

She slowly walked towards the door, wanting to know why Peter was here, and a few minutes later, he came running towards her.

"Gwen?" he gasped, as she turned to her love. "What are you doing here?"

"Um...Well, my dad's been getting a lot of weird reports lately." Gwen answered honestly, blushing.

That was true, as her dad had told her about a mysterious lizard supposedly kidnapping people.

"That wouldn't have anything to do with a lizard, could it?" Peter inquired, seeing something familiar here.

"Yeah. How'd you guess?" Gwen asked.

"Jameson and Robbie's been getting the same reports." Peter explained.

"So I take you're here to see Dr. Connors?" Gwen inquired.

"Yeah." Peter replied. "I guess you are too."

"Yeah. Thought I might help my dad out since I've got nothing else to do." Gwen replied.

"Okay. So, how 'bout we go in together." Peter suggested.

"Sure." Gwen blushed, her heart beating.

They both turned and walked into E.S.U.


Once they entered Dr. Connors' lab, they found it empty however, only the spiders from their field trip three weeks ago, when Peter first got his powers.

"I guess he's not here." Peter shrugged.

"Maybe Eddie's seen him." Gwen suggested.

"Yeah. I'll call and you keep looking around." Peter said.

Gwen nodded and walked into Dr. Connors' office, while Peter brought out his phone and dialled Eddie's number.

"Hi, this is Eddie. I'm sorry, but I'm out on a date right now. So leave a message after the beep." Eddie's voice echoed.

"Oh, one of those lousy answering machines!" Peter moaned, turning his phone off.

He turned off his phone and walked towards Gwen, who held up a video camera.

"Eddie's not home. I'll have to try again later." Peter said.

"Okay." Gwen understood. "But look at this?"

Peter took the camera off her, and then he put it down on a table, and opened it up, seeing a recording had been produced.

"Looks like the Dr. recorded something earlier." he said.

He then set up the camera and aimed it at a wall in the office, starting the recording.

A bright light came onto the wall, as Peter and Gwen turned to it, and then Dr. Connors appeared on it, steading the camera.

"Dr. Curt Connors of Empire State University. Time is 8:23pm." he said, checking his watch.

He walked around to the back of a table, and then sat down beside it.

"Well, my regeneration serum is finally complete. I've been testing it on animals, and now I'm ready to test it on a human. And what better guinea pig than myself." he explained, touching his missing arm area. "I know some of you are gonna there are risks, which is why I'm testing it on myself. If this works, I should be able to regrow my missing arm, which could help many people all over the world who've lost limps. But, should the unthinkable happen, please see that my wife and son are told why I did this. Also, please tell them I love them."

Peter and Gwen gasped when he picked up a injection needle into his right arm.

"Ow! Stings more than I expected." Dr. Connors said.

He then touched his arm, and began to look woozy.

"I feel... Uh! Something's happening!" Dr. Connors groaned.

He groaned in pain, and then whacked the camera with his hand, knocking it down.

Peter and Gwen gasped in horror as the recording finished.

"Doc, what did you do?" Peter muttered quietly.

"You don't think that serum had a side-effect, do you?" Gwen asked.

"Yeah. We'd better ask Mrs. Connors about this." Peter decided, picking up the camera.

"Right." Gwen agreed. "Come on."

They both then ran out of the building, and then stood near the road.

"Shall we split up and meet each other there?" Peter asked, wanting to change into Spider-Man.

"Nah. Come on. Let's get a taxi." Gwen said, as she held her arm out.

She knew Peter wanted to change into Spider-Man, but this time, she wasn't missing out on the information. So she wasn't gonna let him out of her sight yet.

"Guess I'll have to change later." Peter thought.


About half-an-hour later, a taxi pulled up in front of the Connors house, and then Peter and Gwen got out, after Gwen paid the driver.

"There you go." she said, handing him the money.

"Thanks." the driver said.

Peter sighed, as it would've taken him less than the half the time it took to get here if he'd web-swinged over.

They both walked towards the front door and knocked on it, and then Mrs. Connors opened the door.

"Oh, um, yes?" she said.

"Mrs. Connors, we're friends of Eddie's." Peter explained. "We wanted to ask you about something."

"Oh, um, come on in then." Mrs. Connors said, opening the door wider.

Peter and Gwen walked into the house, and then Mrs. Connors closed the door.

"So, what is it?" Mrs. Connors asked, as they entered the sitting room.

"Well...Mrs. Connors, is your son at home?" Gwen asked, not wanting to involve him in this.

"No. I've sent him to my sister's for now." Mrs. Connors explained, as she and Gwen sat down on the couch, as Leo sat in the seat opposite.

"Well, good, 'cause we don't think he'd want to hear this." Gwen said.

"We found this in your husband's lab at E.S.U." Peter explained, bringing out the camera. "It-"

"Showed a recording of Curt trying to regrow his arm." Mrs. Connors cut in. "I already know. That's why I sent Billy to my sister's. I had hoped nobody would find that recording."

"Sorry, Mrs. Connors." Peter said.

"Well, since you two know, I'll tell you, but you have to promise me not to tell anyone else?" Mrs. Connors asked.

"We promise." Peter said.

"Yeah." Gwen said.

"Well, you see, the reason Curt knocked the camera away, was because the serum mutated him into a giant lizard monster." Mrs. Connors explained, breaking into tears.

She cried into her hands as Gwen touched her shoulder.

"It's okay, Mrs. Connors. Take the time you need." Gwen said.

"Thanks." Mrs. Connors said, wiping her tears. "I don't know what to do."

"Have you tried developing a cure for him?" Peter asked.

"I was just on my way to E.S.U to start on one I think might work." Mrs. Connors explained. "Since Eddie's out on a date, I sure could use some help."

"Well, you've found it, Mrs. Connors." Gwen assured. "We're both pretty smart and good with science."

"Yeah." Peter said, equally wanting to help. "Just tell us what to do."

"Well, first, we need to get to E.S.U., and then we can start working on the cure I've been researching." Mrs. Connors sighed.

Peter and Gwen nodded, knowing what to do.


About an hour later, now dark outside, all three of them were in Dr. Connors' lab at E.S.U., working on the cure Mrs. Connors hoped would work.

"..just pour it in slowly." Mrs. Connors instructed, as Gwen poured some liquid into a vial.

Gwen then put the vial down, as Peter handed Mrs. Connors a beaker.

"Is that about it?" Peter asked.

"Almost." Mrs. Connors replied. "We should have this finished in half-an-hour."

She put the beaker down, when a loud growling and stomping noise echoed through the room, making the glass objects wobble.

"What's that?" Gwen asked worriedly.

A loud bang came from a wall outside, making them turn to the inside of it, and then a claw came through the wall.

"Is that...?" Gwen asked worriedly.

A giant lizard dressed in a science suit then crawled through the wall, telling them all it was Dr. Connors' Lizard form.

"Curt!" Mrs. Connors cried.

The Lizard growled. "You will never call me that, my dear!" he hissed angrily.

Peter looked around, hoping to find a way to escape so he could change into Spider-Man, but he saw it was nearly impossible with Gwen and Mrs. Connors in the room.

Gwen meanwhile, turned to Peter, and wondered why he wasn't changing into Spider-Man, but then she realized it was because she and Mrs. Connors were around.

Before either could react, the Lizard grabbed Mrs. Connors by the shirt and lifted her up.

"Curt, let me go?!" his wife pleaded.

"Do not call me that!" the Lizard growled.

He threw his wife over to the containers were the experimental spiders were, smashing one open, freeing the spider inside. Peter gasped as he saw where Mrs. Connors was lying, remembering what gave him his spider powers.

Mrs. Connors got up and ran away, just as Gwen ran towards her and helped her up, allowing Peter to slip out of the room, just as the Lizard turned to him.

"You're not going anywhere!" he growled.

He then chased after Peter, who ran out of the hole in the wall, and then ran down the city.

"Hopefully this will buy some time for Mrs. Connors and Gwen to finish the cure." he hoped, as he ran and turned into an alleyway. "Now to change into Spider-Man."

He began jumped from wall to wall in the alleyway, until he made it to the roof.

The Lizard then made it to the alleyway, but found Peter was gone.

"Where did he go?" he hissed.


Back in the lab, Mrs. Connors and Gwen both stared at the hole in the wall.

"Peter sure was brave to lure Curt away so we could finish the cure." Mrs. Connors sighed.

"Well, he is Spider-Man's photographer." Gwen reasoned, hoping Peter would be alright. "Please be careful, Pete."

As they turned around, the spider that had escaped was climbing up the table where the cure was.


Back outside, the Lizard was now prowling the streets, looking for Peter, while scaring away people all over the city.

"Run!" a woman cried.

"Giant Lizard!" a teenage girl cried.

The Lizard growled angrily, when a web-line shot down from above him, hitting him in the eyes, blinding him.

"AGH!" he growled.

He ripped the webs off his eyes, just in time to see Spider-Man swing down and kick him with both feet, knocking him down the street, as Spider-Man landed on his feet.

"Spider-Man!" the Lizard hissed angrily.

"Sorry, Lizard Lips, but I can't have you scaring off these people!" Spider-Man retorted, getting up.

The Lizard hissed and then tried to pounce on Spider-Man, but missed as he back flipped and landed on top of a lamppost.

"Gotta remember that's Dr. Connors. So I only have to delay him until Gwen and Mrs. Connors develop that cure." Spider-Man thought.

He then jumped down from the lamppost and then kicked the Lizard with both feet, knocking him back slightly. He then looked around and saw a Zoo nearby, which was currently closed to the public.

"I better lure the Doc in there." Spider-Man decided. "At least no one can get hurt."

He jumped and began swinging towards the Zoo, as the Lizard turned and began to chase him, destroying a fire hydrant and smashing a car along the way.


Later, in the lab, Mrs. Connors picked up the beaker with the cure in.

"Right, all we have to do is make sure we've done everything right." Mrs. Connors explained.

Gwen put her left hand on the table, as she leaned to look closer.

"We won't be able to test it, since Curt's the only person like this." Mrs. Connors explained. "So, let's hope and pray we got it right."

She then turned around and walked towards the blackboard she'd written everything on.

As Gwen stared at her, the spider crawled onto her hand, and then bit her on the hand.

"Ow!" she yelped, shaking her hand.

The spider landed on the ground, and then crawled away, as Gwen looked at where it bit her.

"You okay?" Mrs. Connors asked, turning to her.

"Yeah." Gwen lied, hiding her hand in her pocket. "I'm fine."

She didn't want Mrs. Connors to look at the bite, wanting to look at it herself when she got home after this mess.

"Right, well phone Peter and ask him where Curt is?" Mrs. Connors asked.

"Right." Gwen understood.

She turned around and brought out her phone, and then scrolled down speed-dial for Peter. Once she found it, she pressed it, and put the phone to her ear, waiting for Peter to answer.

(The Zoo)

Spider-Man was hiding high up in a tree, as the Lizard prowled around looking for him, when his phone rang quietly, making him quickly take it out of his suit, as the Lizard turned around.

"What was that?" he cursed, looking around.

Spider-Man put the phone to his ear. "Yes." he answered quietly.

"Pete, we've got the cure ready." Gwen answered. "Where are you and Dr. Connors?"

"We're at the Zoo near the lab, and I sorry but I can't talk any louder." Spider-Man answered quietly. "Spider-Man's here too holding the Doc at bay."

(E.S.U)

Gwen knew Peter was lying slightly, since she knew he was Spider-Man, but was thankful he had delayed Dr. Connors so she and his wife could develop the cure.

"Don't worry, I've only taken a few shots of them together. I won't take one of the Doc once he's back to normal." Spider-Man promised. "Just get here as quickly as you can."

"Right." Gwen understood. "We'll be there as soon as we can."

She turned her phone off and turned to Mrs. Connors.

"They're at the Zoo with Spider-Man." Gwen explained, as Mrs. Connors picked up the beaker, and poured it into a injection needle.

"Right. Let's go." Mrs. Connors said.

They both ran out of the door.


Back at the Zoo, the Lizard was now prowling around near the reptile area, as Spider-Man watched from up in a tree.

"Well, since Gwen and Mrs. Connors' on the way, all I have to do is keep him busy until they arrive." he thought.

He then dived down towards the Lizard.

"Hey, scales!" he called.

The Lizard turned, just as Spider-Man kicked him with both feet, knocking him into a lake inside the outdoor reptile house, making a large splash once he hit it.

"How about you take a bath, Lizard!" Spider-Man joked, landing on the railing surrounding the reptile house.

The Lizard hissed angrily as he got back up, and then he jumped and grabbed the wall leading up towards Spider-Man.

"Oh, I forgot, Lizards can climb walls to!" Spider-Man gasped, back flipping away just as the Lizard tried to grab him.

"You shouldn't have tangled with me, Spider-Man!" the Lizard hissed, climbing over the railing.

"Oh, I'm hurt." Spider-Man joked. "Do you really not like me?"

The Lizard growled and tried to pounce on him, but he missed as he jumped to his left.

"Ah, too slow, Lizard Lips!" Spider-Man mocked, turning to him.

The Lizard turned around and hissed angrily, then tried to pounce on Spider-Man again, but missed as he jumped backwards.

"You call that a-" Spider-Man began.

The Lizard pounced towards him again, and this time, managed to grab him, pulling him towards the railing near the reptile house.

"Okay, not a good joke!" Spider-Man moaned, as they grappled each other.

The Lizard then threw him over the railing, but then Spider-Man shot a web from each hand, sticking towards his chest, pulling him down with him, destroying part of the railing. Spider-Man then landed on a hard rock, as the Lizard hit the water, making a small slash.

"Talk about a wipeout." Spider-Man joked, getting up.

The Lizard hissed loudly as he lifted himself up out of the water, and then managed to whack Spider-Man with his tail, as his Spider-Sense came a bit too late.

"AH!" he moaned, banging against a rock. "Ow! I'm gonna feel that tomorrow!"

His Spider-Sense then went off as he sat up, then the Lizard came at him and clawed at him, ripping open his shirt.

"OW!" he yelled.

He then back flipped, kicking the Lizard away from him, and then landed on his feet, seeing two large claw marks across his chest, with tiny bits of blood pouring out.

"How am I gonna hide this from Aunt May?" he wondered in his head.

His Spider-Sense then went off, making him turn to the Lizard as he pounced, but he managed to jump up before the Lizard could grab him.

A little bit later, Gwen and Mrs. Connors arrived, and then they entered the Zoo.

"You see Peter or Spider-Man anywhere?" Mrs. Connors asked, looking around.

Gwen looked around, before she saw the gap in the railing near the outdoor reptile house.

"Over there!" she said, pointing at it.

They both ran towards the gap, and saw Spider-Man and the Lizard grappling each other, when a crocodile began to climb up towards the gap.

"Oh, no!" Gwen gasped.

Spider-Man back flipped and kicked the Lizard in the jaw, before he turned and saw the crocodile.

"Oh, no!" he gasped.

He jumped up just as the Lizard tried to pounce him, and then he landed in front of the crocodile - his feet sticking to the wall.

"Sorry, Leatherhead, but you're staying in here!" Spider-Man snapped jokingly.

He then shot a web at the crocodile as it opened its mouth, sealing it shut, and then he kicked it back into the water. He then turned and ran up towards Gwen and Mrs. Connors, before jumping up and landing behind them, as they turned around.

"You two okay?" Spider-Man asked, as he turned to them.

"Yeah." Gwen blushed, her heart beating.

"Here." Mrs. Connors said, handing Spider-Man the needle. "Inject him with this, and it'll turn him back to normal."

"I understand." Spider-Man said.

He jumped up and dived back into the reptile house, and then dived towards the Lizard.

"Sorry, Doc, but this is for your own good." he said, holding up the needle.

"You will never inject me with something!" the Lizard hissed angrily.

"We'll see about that." Spider-Man smirked.

The Lizard then growled and spun around to hit Spider-Man with his leg, but missed as Spider-Man jumped up and dived towards him. He then whacked the Lizard with his shoulder, knocking him down, and then he stabbed him in the shoulder with the needle.

"AGHHH!" the Lizard cried, before he passed out.

"I'm sorry, Doc." Spider-Man thought sadly, lifting the Lizard up.

Once he got the Lizard out of the reptile house, he turned around and shot webs at the gap in the railing, sealing it up.

"That should prevent the reptiles from escaping." he said, turning to the girls.

He and the girls all stared at the Lizard, as he slowly changed back into Dr. Connors - his clothes still ragged and torn from his earlier transformation.

"Spider-Man, promise you won't tell anyone about Curt?" Mrs. Connors begged.

"I promise, Mrs. Connors." Spider-Man promised.

Dr. Connors moaned slightly as he clutched his hand.

"Curt?" Mrs. Connors cried softly.

Dr. Connors opened his eyes, staring at his wife, as Spider-Man and Gwen backed away.

"Martha." Dr. Connors said weakly.

"It's okay, Curt. You're back to normal." his wife assured, touching his hand.

"Am I...? What...?" Dr. Connors asked.

"I'll tell you about it later, Curt." his wife promised. "Once we get you home."

Gwen then walked out of the Zoo, as Spider-Man swung up into a tree, finding his camera on a branch. He then went though it, and saw only six pictures of himself fighting the Lizard, and none of it changing back into Dr. Connors.

"At least the Connors' won't get mad at me for printing these." he sighed in his head.

He then saw Gwen standing by a bus stop, and then he dived towards her.

"You okay, Miss. Stacy?" he asked.

"Yeah. I'm just...dizzy for some reason." Gwen answered honestly, as she'd started to feel that way for the past five minutes.

"Do you want me to give you a lift?" Spider-Man offered. "I'm much faster than a bus."

"But what about your injures?" Gwen asked, looking at the cuts across his chest.

"I'll be alright." Spider-Man assured. "Just as long as you don't hold too tight."

Gwen began to wobble slightly, and then she decided she needed to get home quickly to lie down.

"Okay." she said, as she approached him.

Spider-Man shot a web from his left hand, which wrapped around his chest and Gwen, who wrapped her arms around his chest. He then jumped up and quickly swung over to Gwen's house, making it in under ten minutes, as they landed near the doorway.

"Wow. That was fast." Gwen commented, as she let go.

Spider-Man snapped the webbing that was around him and Gwen.

"Well, thanks for the lift, Spidey." Gwen said.

"No problem." Spider-Man said. "I'll see you later."

He then jumped up and began swinging towards his own house.

"Thanks, Peter." Gwen said in her head. "I hope your wound heals."

She then opened up the door and walked inside her house.


Once Peter made it back home, he discovered Aunt May wasn't home, allowing him to check his injuries without fear of getting caught. When he stripped from his suit, he'd discovered most of the cuts across his chest had healed themselves, and the scars had mostly faded away completely.

"This is just like with Electro." he recalled in his head.

He thought long and hard, as his last two battles with super villains in this week should have really scared him, but his wounds had almost healed. He thought long and hard about it, even when he was in the shower, but it wasn't until he came out wrapped in a towel did he come up with an answer.

"That spider bite that gave me my powers must've given my a healing factor as well." he realized. "But I guess the more serious the injury is, the longer it takes to heal."

As he changed into his nightwear, he decided he'd have to experiment with his injuries in his coming battles with super villains, to prove his theory. And if he was right, it would mean he wouldn't have trouble hiding them from Aunt May or anytime he went swimming.


At the Stacy House, Gwen was now lying on her bed in her bedroom in her nightwear, her father having left a message on her phone saying he was gonna be out all night. She thought about what had happened today, about the spider bite she'd received less than four hours ago, and how she suddenly felt dizzy, before she fell asleep.

As she slept through the night, her DNA changed slightly.

When she woke up the next morning, she got out of bed, and then put her bathrobe on before walking downstairs. When she walked into the kitchen, she saw a note saying her father had left early because of a disturbance.

"Sometimes I hate Dad not being here when I get up." she sighed.

She walked towards the fudge, opened it up and took out a bottle of orange juice. She then walked towards the bench to put the bottle down, but she found it was stuck to her hand.

"Huh?" she muttered.

She tried pulling the off her hand with her other one, but it didn't budge.

"What's happened to me?" she questioned.

After calming down, she managed to let go of the bottle and put it down. She then thought long and hard, and then remembered the spider bite she'd gotten yesterday.

"I wonder...?" she smirked.

She licked her lips curiously while taking her bathrobe off, and then jumped up, and then to her surprise, stuck to the ceiling.

"That spider bite. It must've given me spider-powers like Peter." she realized. "That must be how he got his powers, but from when?"

She thought long and hard as she jumped down to the floor, and then she remembered how Peter felt woozy during their trip to E.S.U about 3 months ago.

"So that's how he got his powers." she realized. "And now I've got my own."

She grinned happily, now knowing that she could now help Peter in defending the city as Spider-Man. She then put her bathrobe back on and then put some toast in the toaster.

"Better start making a suit so I can help Peter." she decided, giggling.

She smiled happily as she poured some orange juice into a glass, and then when her toast popped out, spread jam over it. She decided she'd start working on her Spider costume right after breakfast.


A/N: This isn't the last you'll see of the Lizard, as he'll keep coming back to haunt Peter and Gwen like his 90s counterpart.