EDITOR'S NOTE: This story may contain scenes of graphic violence and sexual situations. It is recommended for mature readers.

Oscorp's Med Lab. Manhattan, New York. 6:15 AM.

Peter Parker screams, "UNCLE BEN!" Peter realizes he's been out cold for hours, waking up in a comfortable bed, covered in sweat. Peter raises his right arm, but realizes there's an IV in it. There's also patches of bandage material covering his shirtless body.

May Parker, Peter's aunt, who had been sitting in a chair beside Peter's bed, immediately rushes to her nephew's side. "Peter, please don't move. You're not fully--"

"That asshole shot Uncle Ben," Peter says, slumping back into the bed.

"--healed."

Dr. Otto Octavius walks into the room, "Hello, Peter. How are you feeling?"

"Um... fine... you got me on ultra-morphine or something?" Peter asks.

Octavius smiles, "No, my boy. You've got Venom running through your veins."

"WHAT??!" Peter exclaims. "Well give me some antitoxin, quick!"

Octavius laughs, "Peter... Venom is the code-name for Norman Osborn's new drug. It can heal any ailment. In your case, the various bullet holes in your body."

"Aunt May, what's going on?" Peter asks. I'm going crazy, I can't remember what happened after Uncle Ben and I were shot!

May starts sobbing, "I can't do this, I'm sorry!" She rushes out of the room. Osborn is there to meet her.

"May? What's wrong?"

"Norman... I can't do this anymore... I-I-I just... can't..." May says between sobs.

Norman hugs May, "Don't worry. I'm sending in my son to personally see to it that Fisk is killed for what he set up for Ben and Peter... and you."*

(* See last issue -- Brad)

May looks up at her employer, "I'm resigning... after Peter gets better. I'm out of this business. Don't try to pull the threats on me, you and I both know I'll never reveal anything about Oscorp's secret operations."

"Well, I can trust you, May, but your nephew..."

"What about him? He owes you for saving his life. He wouldn't tell a soul! Please, Norman! Peter has a career to worry about now! You have to let him live his life... Wouldn't you want that for your son?"

Norman sighs, "Alright, May. I'll have the boys fix you up something in the lounge. Why don't you go there for breakfast, huh?"

May nods, "Yes... that would be nice..."

Osborn continues to his original destination, Peter's jury-rigged hospital room. "How is he, Doc?"

Octavius turns around, after studying some blood samples. Osborn realizes Peter is unconscious. "There... there's something you might want to know... sir."

"Well, spill it, Otto."

"His body is rejecting the drug!"

"WHAT?"

"This blood sample I took from him is deteriorating. Literally. His cells are simply breaking apart!" Otto exclaims.

Norman slams his hands on a countertop in a rage. "He was doing so well. The damn drug worked, too! It healed him... now it's going down the John all because of human DNA complexities..."

"May I suggest some more treatment for the boy--"

"No... we pull the plug on this... now."

Later...

Peter wakes up with the sun shining in his eyes. The light is surprisingly more irritating to his eyes than ever before. Peter squints and shuts the blinds. Taking his IV with him, he walks into the adjacent bathroom and looks in the mirror. Peter is suddenly overcome with horror. Before him is not Peter Parker, rather a monstrosity.

Peter sees a yellowish-skinned freak with pitch black eyes, claws for fingernails, and sharpened teeth. Peter touches his face, and his fingers get stuck! He pulls them away, leaving behind a glue-like substance. "Oh... oh God!" Peter shouts.

Suddenly, the door is kicked open, and doctors armed with needles filled with toxins, storm the room. Their target, Peter.

All his life, Peter has been picked on for his intelligence and skinny exterior. His uncle was double-crossed and killed because of Wilson Fisk. And now Norman Osborn has made him into a bona fide freakazoid. That's not to be taken lightly.

Peter rips the IV from his hand. As blood splatters on the cold tile, it seems to evaporate. Peter feels his body overcome by a certain sensation he's never felt before. Before he knows it, he judo flips a doctor who was sneaking up behind him, breaking the man's arm.

"Jesus!" Peter exclaims.

"Restrain him!" a doctor yells.

"How about no?" Peter asks sarcastically as he leapfrogs over another doctor. Peter is having fun with this. All that surpressed nerd rage is surfacing. Screw the discolored skin, Peter just wants to kick some ass.

A doctor lunges for Peter, but falls short of that goal when Peter picks him up with one arm. "How much do you weigh? I must be as strong as Hulk... Hogan, that is."

"GAH! Put me down--WMPH!"

"Your wish is my command, oh butt-sniffer, sir." Jesus! What the hell am I babbling about? I've never had the chance to come up with a cool comeback... mainly because my head was in a toilet most of the time... oh well, enjoy it while you can, this is probably a dream anyway, Peter. "Ok, enough of this pantywaist goose chase!" Peter exclaims as he climbs up the wall, then to the ceiling. "Wicked."

Peter grabs some fencing and tears it open, climbing into the air shafts...

"Get him! Mr. Osborn wants that subject terminated," Doc Ock yells to the other doctors.

"Now I don't know how to tell you this, May... but there's some complications with Peter," Norman explains.

May gasps, "What now? No! What's wrong now? He was fine the last time I checked--"

"I know, May. Apparently, there's some things the Venom drug doesn't mix well with in the human genetic structure... if we could turn Peter into a rat, it would be different..."

"Please don't joke, Norman..." May says. "Is this some sick and twisted way to force me to withdraw my resignation? Is it?!"

"Of course not, May..." Norman says.

Suddenly, there is a loud crash from the ceiling. Peter lands skillfully in front of Norman and May in the lounge area. Peter growls, revealing his teeth like a rabid dog.

"HOLY SHIT!" Norman screams. He yells into his cell phone, "SECURITY! GET DOWN HERE!!!!"

"Peter!" May yells, partially in joy he's alive, partially in fear.

Peter appears to smile, but it's too hard to tell. It seems he's all teeth. A sticky goo drips from Peter's lip, "sizzling" as it hits the floor. Peter shoves his aunt aside, plowing the way for Osborn.

Osborn backpedals like a professional football player, "Get the fuck away from me, Parker! SECURITY!!!!?"

"Rrrrraaarrhhhh," Peter manages to spit out. What the heck is wrong with me? I can't talk! Must... get... outside...

Peter leaps into the air and crashes through a nearby window. The shards of glass cut Peter's skin, but not enough to make him bleed. His hide seems to be a bit stronger than normal. Peter realizes this move was a mistake, he's now falling five stories.

He's got to think fast. Almost by instinct, the sticky fluid that was on his hands earlier forms into a webbing of some sort on his back. The webs catch the wind and stick onto the building for support. Peter lowers himself to safety as the webbing seems to spin itself like a spinning machine. Before Osborn can see where he landed, Peter was already on the move amongst the shadows.

Norman angrily dials a number on his cell phone, "HARRY?! This is your dad. I've got a new assignment for you. Fisk's little party will have to wait. I want Peter Parker... dead. I'll fax you a photo and some other information..."

May grabs her chest and slumps over unconscious. Norman shouts, "OH... GOD DAMN IT! MEDIC!!! MEDIC GET DOWN HERE! FUCK! Too much red meat, May! Jesus fucking Christ!"

Later that night...

Peter managed to find a dark spot to hide himself in an alley. He isn't sure why he felt the urge to hide. Maybe it was because his eyes were now photosensitive? The sticky fluid had formed itself into an eerie, yet beautiful linear array... almost on its own. Peter resided in the middle of the web... waiting.

Waiting for what? Peter knows he's hungry. He needs sustenance. He's out for blood. All his life, he's been the prey... but now he's the hunter. But why is he doing this? A Big Mac isn't going to wander into the web and get caught.

I'm going crazy! Peter exclaims in his mind. Who am I? A spider or a man? This is complete bull.

Peter jumps down from the web. He takes a few steps and collapses on the cold street. He's hungry... more than ever. He didn't even have enough strength to move. Suddenly, Peter hears the rustling of something in a trashcan. He doesn't move. He doesn't even breathe.

Oh God... I'm not ACTUALLY thinking of eating that, am I?

Peter realizes he can't move. His joints are locked. He's being controlled by something else... something whose will is stronger.

So this is how Dr. Jekyll felt as Mr. Hyde killed everyone in sight...

The helpless cat gets stuck in the web. Somehow, Peter anticipated this. Without warning, Peter darts back into the web and slowly closes in on his food. The cat is clawing mercilessly to get out of the invisible prison that is a spider's web.

Peter's teeth glare as he plunges the tiny blades into the cat's upper back, injecting a highly toxic venom into the nervous system of the feline. The cat shrieks for a split second, but is silenced as it is completely covered in webbing and set to hang in the web.

Peter plunges his teeth into the patch of webbing and has a little drink of cat blood. Peter's eyes bulge as he feels a swell of energy throughout his body.

"WOO! That felt good!" Peter shouts. Hey, I can talk again. No more sounding like a caveman!

Peter jumps from the web and does a double flip before landing on the ground. Whoa... eat your heart out US Olympic Gymnastic Team!

Peter tastes something strange and sour in his mouth. He lets his saliva pool in his mouth, then spits it out. When it hits the side of the building, it seems to sizzle. Acidic spit... that can come in handy for parties... oh wait... I'm King Freak now. At least I can see clearly without my dorky glasses anymore.

Peter rummages through a dumpster and pulls out an old winter hat, the kind that covers your entire head to keep the body heat in. Peter pulls the mask over his head. He walks up a window to look at his reflection. I might look like I'm about to rob a bank... but at least no one will wet themselves after seeing me.

Peter notices the spinnerets on his wrists, just below the palms. He bends his hand back and the sticky webbing fluid shoots out of his wrist like a can of Silly String. The webbing latches onto a lightpost. Peter smiles as he swings over to the next block. Well, that was fun.

Peter looks up towards the tops of the large skyscrapers. A car buzzes past him, startling him. I felt that tingly feeling again when that doctor almost stuck me like a Nerf toy. Almost like I can sense when I'm about to get my ass fried...

Peter looks at the skyscrapers again and back down at his wrists. Lightbulb!

"WOOOOOOOOOOOOOOOOOOOOOOOOOOOO!!!! YEAH!!!" Peter shouts as he swings above the streets of New York. "Eat your heart out, Tarzan!!!" Peter gets the recognition from drunks and bums about 30 feet below him.

*THWIP*

Peter shoots out more webbing, swinging over the next block.

*THWIP*

And the next block...

*SQUISH*

"Squish?" Peter asks in alarm as he finds himself falling onto the pavement, face-first. He gets the tingly feeling on the back of his neck again. Peter rolls to the side as a car beeps its horn at him, almost running him over like a speed bump.

Damn webbing... ugh, I don't feel so good. My body must metabolize that stuff... I feel like I need to take a week's cat-nap... Ugh! I can't believe I ate a cat... I mean... gah!

Peter suddenly feels the fatigue melt away as the tingly sensation returns. Great, another car... But Peter realizes there's no cars coming down the street. In fact, it's extremely quiet.

Peter feels his body move unconsciously to the side as a silenced bullet hits the pavement -- right where he was standing. Jesus! A sniper! Peter darts for the shadows...

Harry Osborn, the assassin son of Norman Osborn, puts on a pair of goggles and switches on the infrared scope. "Nice try, little spider. Call this Little Miss Muffet's revenge..." Harry mumbles to himself. He spots Peter running up the side of the building across the street. Then suddenly, he's right in front of his face. "GAH!" Harry screams.

Peter smiles devilishly as he takes the rifle out of Harry's hands with ease. Peter spits acid on the barrel, causing it to melt partially. Peter carelessly tosses the gun to the side. "I'm surprised you recognized me with the mask on. So, did Osborn send you? Fisk? Who?"

Harry unsheathes a large knife and prepares to gut Peter...

*TSSSSS*

"AHHH!!!!" Harry drops the knife. He examines his hand of the acid-burn. He takes out a small revolver from a concealed pouch, only to find he has nothing to aim at. Peter was gone.

Harry hears something brush past him.

*BLAM*

The sound of the ricocheting bullet is heard for about 10 seconds. Peter was still alive, and that meant Harry's life wouldn't last much longer. Harry nervously gets up, he grimaces in response to his burnt hand.

Suddenly, out of nowhere, Peter leaps over Harry, skillfully flipping down, delivering a sharp kick to his back. Harry loses his balance and falls off the building he'd been standing on top of. He screams as he falls over fifty stories towards the asphalt jungle. The sound of bone against concrete echoes for a couple seconds.

Peter walks up to the edge and smiles. Suddenly, his smile lessens as he backs down and sits on the roof, hugging his legs close to his body. What did I do? I killed him! Oh, stop it, Peter. He was going to kill you... but why do I still feel guilty?

Peter stares at his shaking palms. He clenches them into fists. No more crying, Peter. I am the hunter... and they are the prey... I am the Spider!

NEXT ISSUE: The crap hits the fan for organized crime, 'cause Peter Parker is kickin' its ass next issue! It's the conclusion to the 3-part "Human Trial" arc.