Back in Brooklyn.  Max dillion gets back up after be shocked.  As he walks the block.  A gang is following him.  They demand him to get them his money.  Max acts like a smart ass and makes fun of the gangsters.  After that the gangsters start beat Max.  All of a sudden inside Max's body his bones are being covered by bolts.  All of a sudden a huge bolt of elecrisity streams out of max shocking the gangsters killing them.  Max looks stunned.

The next day.

Peter:  It was so incredible. I mena the fins just grew back in a flash.

MJ:  That is pretty cool.

Peter:  This is a big thing.  This is something that is going to change the world and Im going to be in on it.

MJ:  I'm so proud of you Pete.

Peter:  For once it will be great to get reconition as Peter Parker rather  than Spider-Man.

MJ:  Well you know I'll always be a fan of yours.

some uy: Mrs Watson Mr KIngsley would like to see you.

MJ:  Oh yeah sure.  Hay Peter Rodgrick needs to see me but I'll talk to you later.

Peter:  Okay.

All of a sudden a group of thugs rob a store. Peter sees it and springs into action.

While this is going on MJ is in Rodgrick's office.

MJ:  You wanted to see me?

Kingsley:  Yes your boy friend up Patrick.

MJ: Peter.

Kingsley:  Right.  He's that photographer for Spider-Man right?

Back in town Spider-Man persues the thugs in their car.  Spider-Man swings daringly to the escape car and manages to grab some of the stolen jewelry.  He webs it to a wall.

Kingsley:I was just woundering if he would be intrested in taking photos of some of my work.  I'm doing some cloths for my new summer line.

MJ:  Wow I think Peter would be very intrested.

KIngsley:  Great.  You tell him and I'll set up the date.

MJ:  Okay. What are yu working on.

Kingsley;  Oh just a little side project nothing big.

Behind the desk Kingsley is painting a goblin mask in gold paint.

Meanwhile spider-Man is still tracking the hthugs.  he shots a web at the cars tire and rips it off of the car.  the thugs escape into a hotel building.  Spider-Man manages to track the thus up the rof of the hotel.  He takes down the thugs in a fist fight one by one.  But one of the thugs manage to get away.  Spider-Man sets up a time active camera and then goes after the thug.  As he swings a bit closer to the villian, Spider-Mans webs is snappd in half by black webbing.  Spider-Man falls and hits the ground very hard.  A picture is taken.  Spider-Man very slowly gets.  He is all beat from the floor.

Spider-Man:  Owww.  What was that all about.

Spider-Man goes to the camera and sees the picture of him hitting the pavment.

Spider-Man:  I guess you can call that a blooper reel.

As spider-Man swings away, Venom is viewing from a distence.

Venom:  Damn!  He still lives.  No.  I'm good.  I want him to feel pain.  Death will come later.  Spider-Man's blood will be mine.

All of a sudden he webs up an unsuspecting person from the street.  He grabs him.

Venom: Your blood will do for now.

See a shadow of Venom eating the head of the man.

At the Daily Bugle  JJ calls in Peter.

JJ:  Parker get in here!

JJ:  Where were you last night?

Peter:  School.

JJ: School?!? school is not important this is.

JJ throws Peter a paper with a picture of the electrocuted gang in Brooklyn.

JJ:  While you were disectin frogs or what ever, The Times are gets pictures like these.  They got a serial killer tazering people to death and what do I got?  give me a reason why I should not fire you.

Peter shows JJ the pictures of Spider-Man falling.  JJ laughs.

JJ:  Parker remind me to give you a raise.

Peter:  A raise!

JJ:  Forget I said that.  Spider-Man: Hero or clutz.  Well put clutz in really big letters.

Peter looks bummed.

Back in Brooklyn:  Oct is waiting for someone.  A knock is heard.

Oct:  Whats the pass word?

Miles: I went ot a community college.

Oct: Come in.

A man walks in the abandoned factory.

Oct:  Good to see you again Miles.

MIles:  Wish I can say the same for you.

Oct strikes his tenticals at Miles.

Oct:  Watch your tounge Miles.  Well all know you are bigger monster then I will ever be.

Miles:  I tried to save lives.

Oct: You tried to play God.  In the end your creations were...

Miles:  My clones may have been abominations of man but they lived and felt.

Oct:  thats why I need you.

Oct shows Miles the machine he made.

Oct:  I did a test on it last night.  It recycled the power of the mock sun and turned it into a n ora of pure none dying energy coating the world.  I did numerous tests to see if the energy had and hazordous effect on all types of matter.  there were none.  

Miles:  Why do you need me?

Oct:  the machine itself is the size of Manhattan itself.  Your science in cloning will provide many workers to build it.  Manhattan stands in the way of production.

Miles:  You want my clones to kill the entire population of manhattan?

Oct:  No.  they are going to build this.

Oct shows diagrams of a giant robot like model.

Oct: This machine will flatten Manhatten and then make way for the production of the energy absorber. 

Miles:  You are mad.

Oct:  Well you must risk things to make them work.

Miles:  You do know many will try and stop us.  What about that Spider-Man creep.

Oct:  Oh we'll take care of him.  We might need some help.

End of 2