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Location Unknown

Bill - Agent of A.I.M. - shook his head wildly for a few short seconds in an attempt to shock himself back into consciousness. He had been staring at the same twenty-two inch wide monitor for several straight months now to carefully observe the adrenaline levels of their subject to make sure they didn’t spike into dangerous levels. Not that they were concerned for their subjects safety as much as they were for their own. The good thing is that the level of adrenaline had remained consistent, day in and day out, ever since the black and yellow garbed A.I.M. Operatives dragged the subject of their cruel experiment by his three limbs and looking at a steady yellow line wasn’t the most exciting thing he’d ever done.

On any other day he probably would’ve given in to the irresistible call of sweet oblivion for a half hour, only to be woken up by his comrades with an overwhelming tickle in his nose, followed by a face full of shaving cream. His fellow scientists were hardly the most mature friends to have. But today he needed to be at the peak of his attention and the top of his game because anything less would certainly spell his doom. Because today M.O.D.O.K. had made a special trip to this secret facility for the first time in four months looking for results that he, sadly, was going to find.

The unfortunate subject of A.I.M. lay strapped down to a cold metal table, naked and kept drugged by one of the several tubes that violated his flesh. He hadn’t stirred since the week he was brought here against his will as his limbs lay slack and lifeless like old, over-used stretched out rubber bands that lacked the energy to so much as twitch a finger to betray any sign that life continued to exist in the man. The drugs that Bill monitored were having their desired effect.

It was impossible for the man to focus on anything in the room that, unlike him, was bustling with energy. His brain lazily swam in a murky, gray haze of fog and vertigo and if it were possible and within his power he probably would’ve thrown up by now thanks to the feeling of eternal sinking that overwhelmed him. A soft groan vibrated in his throat in protest but it was so imperceptible that even if the room were quite it would’ve taken a superhuman with enhanced hearing to detect it. Yet, despite the drugs, there were two things he clung to that kept him from slipping into nothingness: the thought of his son and a primal anger that raged inside and screamed for freedom to tear these sacks of meat to pieces and bathe in their warm blood.

Dr. Curt Connors tried to do his best to keep the beast inside him quiet, but his mind was fighting a losing battle on two fronts between the constant feed of intravenous drugs and the Lizard that pounded away at his mental defenses. Curt was certain that even if he couldn’t physically transform in this weakened state that his mind would’ve turned a long time ago, and it might have if it weren’t for an unexpected ally in his war…the cold metal table he lay on like a slab of beef.

He himself was hardly a fan of the cold, having been born and grown up in Florida, but his years living in New York City had toughened him with their freezing winters. However, the Lizard inside despised the cold - as most cold-blooded reptiles do - and it helped cloud the beast’s mind as much as the cocktail of drugs did his.

Through his half-opened eyelids, the doctor saw something so impossible he was convinced that his severely distorted sense of reality was playing tricks on him as a large blurry object appeared in his vision - if you could call it that as it looked like to Curt that everything he saw was through an unwashed dirt covered window that some hipster would feel funny if he wrote ‘Wash Me’ with his finger in the brown mud. The Lizard, however, must’ve felt something as it suddenly felt a rush of fear and retreated back into the doctor’s mind and it affected him too, as for the first time in months his body twitched as a shiver ran up his spine. This large blurry object radiated malevolence.

“This progress is wonderful. Honestly, I didn’t think you nitwits had it in you to produce such detailed genetic manipulation. Then again, you did have my guidance and knowledge to direct you,” M.O.D.O.K. sneered as he hovered next to Connors’s body in his Doomsday Chair, designed to move the mutated monstrosity around as he is no longer capable of unassisted physical movement. Having a head twenty times too large and tiny limbs would do that to a man. His pupil-less white eyes scanned the frail 160lb man. “Even a chimpanzee could’ve done this work with my management. None the less, your efforts will be rewarded, maybe with a month’s paid vacation and a trip to Cancun.”

As the other A.I.M. scientists exchanged high fives none of them noticed the maniacal M.O.D.O.K. hover closer to Connors and slide an object next to the body with his tiny purple covered hand. “Now, this is what’s going to happen,” M.O.D.O.K. commanded. “I’m going to go up to the observation deck and work out the details of your recompense...after a short test that is. After all, we do deserve to see this wonderful creature in action with its modifications,” he smiled as he floated backwards to the door and out of the laboratory with the still celebrating scientists. It wasn’t everyday M.O.D.O.K. handed out such high praise.

M.O.D.O.K. soon entered the observation deck that overlooked the two story high lab. The director of this facility, Dr. Betty Swanson, was already waiting for him. Dr. Betty defied the typical notions of mousey scientist girl with a small frame and short bobbed hair. She was a stacked 5’-8” phenomenon with curves more dangerous than a San Francisco street packed into a healthy 142lb frame, killer ice blue eyes behind a round pair of glasses with golden hair flowing over her shoulders. She had every man in this facility hypnotized with her beauty and the same could’ve been said for M.O.D.O.K., that is, if he cared about such things anymore.

“You’re really going to reward my crew?” she asked with a hint of surprise as she looked down at the five yellow dressed scientists.

“Yes,” the twelve-foot tall Mobile Organism Designed Only for Killing replied through his sharp grin. “Right about now.”

The shiny red jewel in the center of his golden forehead band flashed with a brilliant magenta light and with a minor thrust of his telekinesis he picked up the syringe he’d left hidden next to Connor’s body, buried the needle deep into the scientists neck...and pushed the plunger down, filling Curt’s blood with enough adrenaline to revive a passed out African elephant.

The reaction was instant.

Stiff fingers that hadn’t so much as twitched in almost a year snapped closed into a fist so tight the knuckles turned white. Dry and cloudy eyes with pupils so large they looked like tiny black holes that threatened to swallow the whites around them suddenly sharpened and shrank into thin slits as blue iris turned blood red. The transformation was beginning and there was no way Curt could stop it. Hell, he wasn’t sure he wanted to stop it even if he could.

Bill was the first to notice something was wrong when the normally flat line on his monitor that was Connor’s adrenaline levels spiked right off the top of the screen. In that moment he did two things, one of which would go on to save his life: shit his pants and dove onto the floor pulling his chair on top of him like a shield.

The lab was filled with a primal scream so furious and powerful it vibrated the steel sheets of the walls and shattered various blood-filled vials that were stacked in their holders. A guttural growling rumbled in the throat of the Lizard who now occupied the space where Curt Connors once laid captive. The sudden addition of an extra 390lbs buckled the stainless table and the leather straps that wrapped around three of his limbs stretched and groaned.

The first A.I.M. beekeeper that turned his pale face to the source of the roar had his throat ripped out by the Lizards free left arm, the arm that Curt lost in the war and without it was impossible to strap down. Blood sprayed like a geyser freely from the open wound in the front of the guys neck as his head flopped to the side and body crumpled to the floor. Blood began pool and slicken the vinyl tile floor.

The Lizard snapped the remaining restraints like they were Scotch tape and leapt off the table onto the next unfortunate scientist to die. Long massive arms wrapped around the screaming man as the Lizard’s huge maw snapped open, revealing razor sharp teeth that swooped down and sank into the scientists shoulder so deep they scraped bone. Warm blood misted into the air, flowed freely down his tongue and covered his snout. The heat from the sticky liquid as it splashed onto his thick green scales excited the Lizard and he tore free a full two pounds of meat. The reptile barely felt it slip down his gullet.

His tongue vibrated rapidly as he scanned for prey. The A.I.M. scientist to lock eyes with the beast froze in place, unsure of what to do next. His indecision would prove his downfall. The Lizard spun in the air, bringing his almost seven foot tail around at seventy-miles per hour. It slammed into the guy’s chest so hard it pulverized his ribs and chest plate on impact and sent him flying backwards where his journey ended just as violently against a bare white wall, before falling dead to the floor with his chest so caved in you could see his spinal column poke through the skin.

The last scientist in the room barely conceived of the carnage around him. His mind began to scatter as impulses and instincts that lay dormant in his brain for several centuries kicked in. A weak snarl formed in his throat and his short pink tongue snaked out of his mouth. He was mentally becoming a lizard. His wild eyes scanned the room and saw Bill huddled under the chair. He made a quick move to pounce, mimicking the prehistoric movements of the real reptile in the room, but his yellow boot slid in the massive pool of blood that covered the floor and he fell backwards slamming his head onto a table and fracturing his skull.

The Lizard roared again and burst through the door - literally - and into the hallway outside.

Dr. Betty Swanson was shocked and appalled and sickened by the brutality observed below and the gore that decorated the one time sterile lab. “I thought –” the words of protest stuck in her throat as sounds of violence filled the hall. She was grateful she could no longer see what was going on, but the screams of death and the tiny cracks of thunder from gunfire would haunt her forever and her imagination created a repeat scenario of the one just witnessed.

M.O.D.O.K. giggled in delight. The scientist that managed to stay alive long enough had begun to react to the pheromones the Lizard released that triggered reactions in the R-complex of the human brain—the most primitive region of the brain that contained the most bestial urges. If the other three hadn’t died so quickly they too would’ve succumb to the pheromones influences.

Bill pushed the chair off of him and his eyes widened in repulsion of the mutilated corpses around him. It would be a full ten minutes before Bill stopped screaming in horror, then another ten full minutes to stop laughing maniacally at his fortune to escape this nightmare alive.

Out in the hallway, the Lizard tore his way through a half dozen black garbed Operatives. His clawed hand wrapped around the neck of one of these Operatives and effortlessly held him up almost nine-feet in the air. The Operative’s body hung limp and was tossed aside, almost forgotten about the moment the Lizard opened his hand. His red eyes focused on the double doors sixty yards down that he knew lead to freedom and only one of these pathetic and weak Operatives stood between him and the open air.

The Lizard hissed and his tongue vibrated. The hallway was nearly ten degrees warmer than the lab and his reflexes were near their peak. He moved swiftly on all four appendages towards his victim covering the distance in mere seconds. The Operative raised his shaking arms and barely attempted to aim the wavering automatic machine gun at the enormous reptile. Not a single shot could be squeezed off before the Lizard was on him. He leapt towards the wall and rebounded off the vertical surface, bringing both hands down on the Operative like a jackhammer. Without a slight change in his pace the Lizard sprung towards the doors and crashed through them to escape into the wild of downtown Toronto.

The Lizard was free.

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Two Days Later
An Econo Lodge outside of Madison, Wisconsin

He reached over and set the empty glass down onto the night stand after draining nearly the entire thing of milk in three big gulps; it had been his third glass in nearly thirty minutes. Without taking his eyes off the book his hands held spread open, Tobias Thornley flipped another page of Mary Shelley’s ‘Frankenstein’ and continued to read the novel with unbreakable focus. Not even the unyielding shrieking of the two young children below him or the unrelenting humping of the teenage couple in the room behind him could snap his attention from the print. Had the blonde-haired man reflected on it, he’d realize that this wasn’t the most desirable of hang-outs…but beggars couldn’t be choosers.

Tobias had a thing for creature books and movies. It was a taste that had developed over the years as he adjusted to his nomadic lifestyle and sought for a consistent form of entertainment. He really wasn’t sure why, but his past experiences played a big factor in that he figured. This was the fourth time Tobias had read ‘Frankenstein’ and, while it wasn’t a literary masterpiece, there was something that he found endearing to it. Maybe it was because deep down inside his soul he indentified with the poor creature who was tortured and misunderstood and, like him, was the subject and result of a mad man’s experiment; a would be God who desired to create and control life.

It was probably why Tobias had walked away from his life all those years ago and never looked back. His life has been a non-stop rollercoaster of confusion, manipulation, pain and heartache with little room for anything else since the day of his ‘birth’.

The untimely rumbling of his stomach, powerful enough that it could have put the mightiest thunder strike ever summoned by the thunder god Thor to shame, snapped his concentration and his awareness of the world around him flooded his senses. He was hungry. Tobias looked at the clock and realized that it had been nearly forty minutes since he ordered his Chinese take-out that had been promised to be delivered to him twenty ago.

“Where the hell --?” Tobias began to ask when a double tap on the door of his single room rental told him his food had finally arrived.

KNOCK!
KNOCK!

“Thank God…” Tobias sprung from the bed like he were shot from a cannon and pulled the door open without taking a peak through the peep-hole first. Getting blasted by a face full of cigar smoke made him wish he had checked first before reacting so hastily.

“Sweet and sour chicken, chicken Lo Mein, two egg-rolls and a broccoli with pork,” Nick Fury said as he held the plastic bag up. “Don’t worry, I covered the bill.”

Tobias shuffled to the side as Nick Fury pushed his way into the room, the metal briefcase Fury carried bumped him lightly in the knee as he passed. He scanned the parking lot below to check for more surprises and only saw the 1968 390 CID Ford Mustang parked by itself.

“What do you want, Fury?” He resisted asking the Colonel how he found him, knowing that he probably knew where he’d been the entire time he’d moved around the country.

Colonel Fury dropped the bag of Chinese food on to the small round table that sat in front of a large picture window and slid his metal briefcase underneath it before pulling the curtains fully closed and dropping himself down into one of the two chairs paired with the table. He pulled the stubby brown cigar from his lips and ground it into the official S.H.I.E.L.D. ashtray he presented from the pocket of his trench coat.

“We have a situation, Reilly.” Fury was deadly serious as he looked the other man in the face. He noticed him wince at the sound of his true name, but he ignored it and continued. “I’m sure you heard the news about the mysterious outbreak of a new rare strain of SARS in Toronto two days ago?”

Ben hadn’t heard his taken name in a very long time and had almost forgotten the sound of it. He nodded at Fury’s inquiry.

“It wasn’t SARS.” The Colonel pulled a palm PC from his coat and slid it onto the table. Ben picked it up and scrolled the contents as Fury talked. “It was the Lizard.”

Ben was in shock by what he read. “A.I.M. modified Connors and set him loose in Toronto to create a Lizard outbreak?”

Fury nodded. “Fortunately, we have a S.H.I.E.L.D. branch office in Toronto that was able to jump on the problem before it could turn far worse than it did. The Lizard fled the scene and hasn’t been seen in the two days post attack. Five people died from severe lacerations and blood loss. Those that lived became Lizard-like in their behavior. We’re working on an inoculation for it now.”

“And this is why you came to me? To help create your inoculation with the knowledge I have about Connors?” Ben asked.

“No. I want you to hunt the Lizard. We lost track of him though we believe he’s still somewhere in the New England area. It’s your knowledge of Connors and the Lizard that makes you perfect for the task. It’s the type of hunt only a spider could succeed in, and we need him found immediately before the next outbreak makes the one in Toronto look like a case of the sniffles.”

Ben shook his head. “No. I gave it up ever since the Goblin nearly killed me.”

Fury inhaled. “What if I offered you the one thing you’ve desired? Your own identity? More than just a name, but an honest to God social security number, driver’s license and everything you need to be your own man. A shot at a legal life.” He reached into an inside pocket of his trench coat and pulled out an envelope and presented it to Ben for inspection.

Ben’s throat squeezed shut as he opened the envelope and saw the contents inside: a birth certificate, social security card, NY State driver’s license and several other key papers that all proudly displayed the name BENJAMIN PARKER REILLY across them.

“The only downside is that you now have to pay taxes,” Fury said, deadpan.

Ben Reilly pulled his stare away from the new life he held in his hands. “I don’t have a costume or web-shooters.”

Fury grinned for the first time since he showed up. “I got that covered too,” he said as he slid the metal briefcase into the open with the side of his foot.

Ben picked up the briefcase and placed it on the bed. His thumbs flicked open the locks and the lid snapped open. What he saw before him was more beautiful than even his newly acquired identity. “I’ll be right back,” he said, grabbing the briefcases contents and hustled to the bathroom.

Fury waited in silence for nearly six minutes before the bathroom door opened and out stepped Ben Reilly clad in a variation of his Spider-Man costume, but what was blue was now red and red now blue. A giant red spider stretched its legs over Ben’s shoulders and the bottom legs blended in to the legs. Ben fixed the right silver gauntlet in place around his wrist to make the restoration complete.

The Scarlet Spider was reborn.

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“Maggots”

By Brent Lambert