The mutated Flash Thompson was in shield custody, and just in time for lunch. By Ava's request the duo took the scenic route on the way back to the parker house where they switched into their street clothes before taking advantage of their day off. Ava was overcome with butterflies in her stomach, and it was Peter Parker who caused them.

Closing her bedroom door she leaned back against it removing her mask. She was never more grateful for her mask, without it Peter would've no doubt have noticed the tinge of red in the tigresses' cheeks. She held a gloved hand over her chest feeling the rhythmic beating of her heart increasing with the memory of his arm around her as they glided above the streets of New York. "Man…," she groaned clutching her suit, "…what is happening to me? I'm stronger than this!" She chastised herself for letting her feelings get her worked up.

She headed to her closet to change out of her suit, the memory of that morning flaring, mainly the part about Peter saving her by throwing Flash through a number of cars. It wasn't the first time Peter had come to her rescue but…this time was different, it was more impressive, and deep down…there was something else.

A few doors down, Peter was looking down at his suit thinking the same thing, only thing is he knew what filled his strength. The thought of Flash or anyone hurting Ava…

He saw the scene in his head, Ava against the brick wall, Thompson had her trapped, he felt his body tense up, and his grip tightened around his shoestrings to the point they nearly snapped. Flashes sudden change was still on his mind but what was nagging at him more was the thought that Ava almost got hurt. Hiding his suit away he made a silent vow, "Ava is not going to be in that situation again."

But then he remembers the other situation, the one he was still plagued with. It was the fact that he was in love with the Tigress, but was at a loss on how to see it through. At a time like that Peter looked to the same place for answers, a certain photo sitting on his bedside table of him and a older man with the same auburn hair. "Uncle Ben…I wish you were here," he sighed taking the frame in hand, in the photo him and his uncle looked more like father and son. "I could really use your advice right around now because…I don't know what to do. I've fallen for this girl, and bad, but…I don't know how to tell her." He let out a defeated sigh as he set the framed memory back on his night table, "how do you tell someone that you love them?"

"Knock knock!" The door swung open as Ava walked in. "Are you ready to-," she paused at the sight before her, a shirtless Peter Parker, "-go?" she squeaked out the final word feeling her face heat up. Inwardly she thought, whoa! For a brain such as Peter he has a nice bod. Right as she started to gawk at his abs she shook the thought away just in time to see him dawn a loose fitting shirt. She was almost disappointed that he chose comfort over formfitting.

"Ava?" Peter's eyebrow arched, "Are you okay?" He asked breaking the awkward silence.

Ava let out a nervous chuckle realizing that she was just gawking mindlessly and thought of an excuse quickly, "Yeah, just a little tired. Being cornered by Flash Thompson two days in a row wears a girl out." Thinking on her excuse, she shuttered at the thought of flash following through on his threats.

Peter noted her tone, and took her words for truth. Out of concern for her he asked. "If you want to stay home and order in-,"

"No!" She blurted out, wishing she had her mask to hide her rose colored cheeks, "I mean…I would really like to go out…to lunch! I mean I don't usually get to see the city unless we're saving it so I thought it'd be nice if we saw it like normal people." Thought as drained as she was, her urge to be with Peter over powered any dread from the previous encounters with the famed Jock.

Peter sheepishly looked down at his shoes as he scratched the back of his head, "Have you picked a place yet?"

"Not really…," she admitted timidly.

It was then that a smile crept onto Parkers face as a plan formed. "Well if you don't mind I have an idea, but I can't tell you until we get there," he said making her wonder.

"Why not?"

Peter coyly smiled as he held out his hand to her, "Because I want it to be a surprise," he said eagerly, "I promise you'll love it."

Ava nodded as she took the gesture, her face radiating heat as her skin slid into his. Nervously she smiled, "I trust you," and made their way back out to the streets. Both teens were more nervous than they have ever been as their feelings started to bubble to the surface.

But below the surface…underground…something else was bubbling…

In the sewers…

A monstrous shadow lurched on the concrete walls in the sewers below New York as a chorus of snarling and snapping rang throughout the drainage ways. Cages of steel housed numerous test subjects, men slowly growing scales, claws, changing and losing them to the newfound rage of their discovered animosity. The biggest of said twisted bodies walked freely between the holding cells while emitted a low growl of its own. "Thompson…what a shame…," it snarled swatting away a beastly claw that lunged out at him, "…to let yourself get taken way by those idiots of Shield. Maybe I should've sent someone…a little smarter." A toothy grinned crawled its way on his face as the beast exclaimed, "Like a brick!"

"No matter…I have plenty of other…chances," he set his eyes on a cage holding two untainted men, their clothes tattered and soiled, their faces showed exhaustion, hunger, too tired to move, too tired to fight. His yellow teeth glistened with drool as he looked down on them with mischief in his twisted smile. "You two will do nicely…but just in case I think I'll look into some…additional help."

He walked between the cages taking in the sounds his captives bodies breaking, "Aw…the sounds of bones shifting and cracking, what a heavenly symphony," he leaned down listening carefully to the agonizing serenade just as a clawed arm shot out at him missing him by a single inch, "Soon, once you're sent through obedience school, you'll be let loose on a certain wall crawling superhero." He kicked the cage sending skidding on the stone floor.

The creature sighed as he walked towards a make shift lab. Tubes of blood and numerous chemicals cluttered the table tops as bulky machinery hissed and hummed, "Until then…what to do, what to do…," he picked up a tube of a green liquid and loaded into some type of gun. With a throaty chuckled he turned to one of the abducted jocks from Midtown High chained to the wall, "I think it's time to test out the new batch."

The boy started to struggle at the sight of the injector, but the creature put an end to that grabbing the subjects head and slamming him against the wall only stunning him. Pushing the boys head to one side he had exposed his neck to which he applied the syringe. As the last once of liquid was pushed through into the boy's blood his body started to thrash, his muscles tensed and his face showed anguish. His pupils shrunk and stretched to match that of a lizard's, while fangs and scaled made their way into the light. He looked up at his capture the whites in his eyes turning red. His voice grew deeper, raspier with every word. "What…have you…done…to me you…you?!"

The creature in question stepped forward into what little light, his skin was green scales and his eyes were a solid yellow. Its sharpened fangs created a devious smile, almost like a sharks reaching ear to pointy ear. And its massive body was covered in a grayish blue armor. This beast once went by the name Norman Osborn, now…"I believe the word you're looking for is Goblin, as in the Green Goblin. Stop your whining, you'll learn to love it." The test subject then let out a blood curdling scream as a chorus of bones crunching rang through the tunnels. The goblin smirked as he chuckled, "or not."

Inside the cage the two men screams turned hollow, deeper into growls. In mere moments sat two creatures void of humanity, much like the transformed Flash, both were shaped into Goblins. Looking back to his latest creation the goblin smirked at his art work. "Still…I need something more blood thirsty…I need a little-," he held up a singular tube in front of his face, inside a living black substance. Without warning he through the container against the chained mutants head shattering it and releasing the dreaded symbiote "-Venon!" The Goblin laughed manically as the test subject succumbed to his fate.

The high school jock screeched and wailed as the chains snapped. He didn't fight back, he couldn't, the venom was taking control of his body, from outside…and underneath his skin. Unknown to the Goblin, in his cruel manner has punctured the teen's skin letting the symbiote within….

Back to Peter and Ava…

To keep a low profile they walked to their destination which wasn't that far from home, and for once they didn't mind the simple trek compared to running from rooftop to rooftop. Like they wanted, for once they seemed like two normal teens on a friendly…date? "Is this a date?" Peter asked himself in his head, "I mean, heading to a restaurant, just the two of us, alone, no guys, no MJ, no Colon, no Aunt May, just us…alone? Why am I freaking out?!"

"CHIBI TIME BEGIN!"

The Chibi spider man was vibrating on the sidewalk next to Chibi white tiger, scared out of his mind. While the tiny tigress wasn't paying attention to him and rather a floating butterfly passing by a Chibi Hulk jumped down from off screen and punched the Pocket-sized Peter Parker through a nearby brick wall. "Bug man calm?" The Hulk grunted.

A tiny and broken red gloved hand popped from the rubble with a thumb up, as spider Chibi groaned. "Bug man…calm!"

CHIBI TIME END!

Peter shook his head at his imagination, "Mental note," he said in thought, "Never ask the Hulk to talk me down."

With the figments out of his head he turned to the equally timid Ava Ayala walking next to him. "It's just two more buildings down," he told her. He wouldn't tell her where they were going, but honestly it intrigued her to wonder what kind of places Parker would like. Her answer came in the form of a tasteful restaurant with an outdoor patio. Above the double door entrance was a read white and green sign with a picture of a pizza pie on the corner. The sigh said "Francine's Pizzeria."

"I never noticed this place before," Ava said looking out at the outdoor patio, a number of couples dining out. Just the thought of Peter and her like that made her heart race.

"That's because it's kind of a hidden treasure," Peter said holding the door for her, coyly he gestured, "Ladies first."

Ava giggled, much to both their surprises, "thank you, kind sir." Peter followed behind thinking how cute her giggling was.

Inside was beautiful, pictures of Italy hung all over, red carpeting, and a heavenly aroma lofting in the air from the kitchen. Ava's appetite grew.

Together they walked to the host's podium to be seated when they heard, "Look what the cat dragged in," said the ebony haired young man behind the podium, he grinned as he walk from behind his station to greet the two.

"More like the other way around," Ava mumbled, considering that the spider was the one that dragged the tiger in.

Peter intercepted the host and embraced him in a man hug. At that point Ava had a feeling Peter had been to this certain restaurant before. "Hey Jimmy, table for two, if you would?"

Jimmy as it were, looked at Ava and back to Peter with a sly and knowing smile, "It just so happens that your booth is free as we speak." He chuckled as he grabbed two menus before Peter could retort. He led them to secluded booth by the window so they could enjoy the view of their patio garden while they ate, a usual spot where they sat young couples. He slid the menus on the table while ignoring the glares from peter about his accusing smile, knowing that Jimmy had quite the imagination. "I will be back with your drinks and breadsticks, and Pete, don't go anywhere, someone is gonna want to see you."

Ava laughed at Peter's deadpanned expression. "The people here are sure nice,"

Peter grinned, "Oh, just wait."

In no time at all the both heard. "Oh my god…Look at that handsome face." Ava followed the sound of the faint Italian accent to find a middle-aged woman approaching the wall crawler with open arms. "Can that really be my little Peter Parker? It's been a while since you've shown your face around here. Come here and give us some love," said woman nearly pulled the hero out of the booth in a fierce and yet loving hug.

"It's good to see you too Aurora," Peter chuckled as he returned the embrace.

The Woman, Aurora, pulled away to take him by the hands giving him a look over. "I haven't seen you in over a year, not since-," She paused noticing the sudden change in Peter's expression, the sadness behind the current smile. She cupped his cheek braving a smile for the boy, "-it's good to see that you're ok sweetie. We've missed you around here."

Aurora's head snapped towards the booth to see a rather confused and pretty girl watching them, "And who is this lovely lady?" She asked.

"Aurora Francine, Ava Ayala." Peter introduced them.

"It's a pleasure," Aurora shook Ava's hand before turning back to Peter giving him a cheeky grin, "You've got yourself a looker, I'm impressed," she teased causing both the teens to blush. Yet, before either could retort she gave Peter a peck on the cheek giggling as he squirmed. "Well Peter I won't keep you from your girlfriend, I'll send Toni out with you drinks. Just make sure you drop by more often." And with that she left Peter to rub the lipstick from his face.

"I take it you know her," Ava snickered at Peter's discomfort.

Peter sighed, his calm replacing the slight embarrassment brought upon him by the older woman. "Yeah, she's the owner. Her and her husband were friends with my uncle, they're practically family," his smile turned somewhat somber thinking back to another time, "to tell you the truth…this is the first time I've been in here since…that night."

The tigress eyes widened as she whispered, "You mean when your uncle…," but trailed off unable to finish her question. Peter silently nodded getting the jest what she was asking. Last time he was there Ben Parker was still with them. "Peter, is the memory of this place bothers you we can go somewhere else." Ava suggested out of concern for Peter.

Peter shook his head, some of the sadness in his smile fading thanks to the vision in front of him. "No, I want to stay, this place is special to me," he reached across the table resting his hand onto of hers, ensuring her with genuine smile, "and I wanted to share it with you."

Smiling back Ava took his hand in hers, "I'm honored." Slowly rubbing her thumb against the back of his hand as she spoke, "Peter…there's something I'd like to ask you…," Ava looked down at the table not having the courage to look him in the eye.

Parker tilted his head towards her, he stammered, "Yes?"

"Lately you've been acting different around me, and I couldn't help but notice…it's nothing bad, it's just that we haven't been at each other's throats and you've been nothing but sweet to me, thank you for that by the way." She looked up at him with hope in her eyes; eye's showing as much warmth as her smile, "I just want to know…has something changed between us?"

"Honestly…I like to think so," he admitted, a sly yet coy grin planted on his face as added, "I like it."

Ava tucked a stand of hair behind her ear, coyly smiling herself, "So do I."

AT SHEILD…

The door to Nick Fury's office slid open as agent Coulson strode in. When he wasn't fiddling with the budget of the midtown high school he still performed his duties as a train shield agent. "Sir, the tests are in," he announced.

Furry sat behind his desk looking out the window of the tri-carrier. His hands grasped behind his back as he ask, "And?"

"I'm afraid it's him," Colson sighed, sliding a tablet in front of the director.

The super spy turned to the chart lying on his desk. Emotionlessly he picked up the file and scrolled down, after a brief minute he walked to the door, "Let's have a little chat with the good doctor."

Deep in the heart of shields super security prison, the two agents found themselves standing in front of twin massive steel cell doors. Furry stepped to the side placing his hand on a digital scanner that read his prints. "Director Furry, access granted." After the cold robotic voice faded the doors slid open revealing…another pair of doors and another and another until the last door rose open to reveal a short pudgy little man in prison colors.

His long greasy black hair covered most of his face only showing fragments of a mouth and two greenish lenses that protected his eyes. The man was Doctor Otto Octavious, or so infamously dubbed Doctor Octopus. He was the one behind, the rhino, the lizard, venom, and as of recently…the green goblin. The guy put the 'Mad' back in mad scientist.

After his employment with the newly fanged Norman Osborn was disrupted by his employers sudden…transformation, the not so good doctor was apprehended. He spends his days now in Shield's maximum security prison under lock and key within the Tri-Carrier so Fury can keep his eye on him.

The Doc sat on his bunk, his legs folded in meditation. Without his mechanical appendages Otto didn't seem so menacing, just creepy. "Well…if it isn't Nick Fury, what did I do to deserve this honor?" The little man said not caring to face the director; he just sat there continuing to focus on his eyelids.

"Someone's been going around growing scales on teenage boys, have anything to say?" He asked, simply enough.

Otto kept his lids shut tight and sighed, "As you can see I'm safely locked away, no thanks to you. So I'd find someone else to bother, I'm trying to nap." But his suggestion was turned down as he found the piece of technology dropped onto his stomach. Mumbling to himself he picked up the tablet and began skimming through the screen until his eyes fixed on a certain mutated high schooler. "What is that?" He asked somewhat with disgust, and maybe…a little intrigue.

"Something we found, more like something we caught," Fury said, smirking that he caught the mad doctors interest, "Like I said, a teenage boy was transformed into a reptilian beast, and what do you know, it matches your M.O. It seems to me that someone is trying to take credit for your work. If it was me, I'd sure as hell would want to be certain."

Doc scoffed, "It's my work, and yet it's not," tossing the tablet back to the one eyed agent he leaned back into his bunk, "someone has been tampering with my original formula."

"Original formula to what?" Fury inquired.

Then the doctor said the one name they were dreading, "Osborn, Norman Osborn. Or you might know his better as the green goblin. This is the process I used to make him the green monstrosity he is today."

"Where is the original formula?"

Doc pointed to his head, calmly replying, "In here," turning his index finger out passed the two agents he smirked, "and out there."

"Explain," Fury demanded.

"You still don't get it," Doc Oc chuckled finding their cluelessness hilarious, "the actual formula is in Osborn's blood. It's Osborn."

"Can you reverse it?"

He pointed at the file in the directors hands, "This? Child's play," he scoffed, "but if you meant Gobby himself then you're out of luck. I would need a sample of his mutated blood to reverse my work."

Furry and Coulson exchanged glances before turning their sights back towards the not so good doc, "What if we told you we had that sample?"

The prisoner's eyes slid open in a greedy little glare, "Then I'd have to ask what would be in it for me?"

"We'd lessen your sentence, just a couple of years," Fury said matter-of-factly, "but if you play nice then we might be able to make you more comfortable."

"I'd have to think about that," Doc replied unfazed by his offer.

"Then you might want to ponder this as well," Fury's lip curled into a smirk, "If Norman Osborn is behind this he's still going to looking for the man who turned him. Think about it Doc, not only the goblin Osborn himself, but all his little pets dropping by to pay you a visit. And by what we picked up today, you might want to be thinking fast." Fury played a video clip of Flash roaring and thrashing around in his restraints. Nick smiled as he noticed the beads of sweat forming on Docs brow, "Can you say chew toy?"

Otto grumbled, he knew when he was beat, and when to save his own skin, "When do we start?"

"Right away," Nick said tossing the tablet back to the Doctor. "Colson, make sure Otto is taken to one of the secure cells in the lab, have him instruct the genetics team on anti-mutagen serum. And make sure to alert me if he tried anything funny."

"Rodger, but Director Fury, shouldn't we mention this to Parker?" Colson asked.

"No, not until we're totally sure it's Osborn." Furry replied with a heavy breath, "We don't want to get the kids hopes up."

BACK TO PETER AND AVA…

"That was amazing," Ava said, as her and Peter walked up to the Parker homestead, "we have to go there again." Their lunch had gone great, no shield calls, no super villains just the two of them enjoying each other's company, which is what she wanted. Over their meal the two teens kept sharing passing glances and swapping stories on their past. All and all she enjoyed every second.

Peter looked at her before turning the key inside the lock. He grinned playfully at the sight of her blushing face. "I'd love to," he said his face heating up even further. Before he could say anything else he turned the key and made their way into the front door declaring, "We're home!" But no response.

"Hmm…I guess we're the first ones to make it back," Ava noted through the calm of the two story structure. Thinking on impulse she decided to take advantage of the situation. Gently she took Peter's hand in her own making the super powered teens heart skip a beat. "Peter…do you want to take advantage of this opportunity and watch a movie? No Sam to hog the tv."

Peter could tell she was nervous, he was nervous, but the idea sounded better than a jetpack to him. He nodded towards the flat screen in the living room with a grin. "You pick the movie I'll make the popcorn." With a timid smile Ava went to skim through the dvd collection while Peter made his way into the kitchen.

Placing a bag of microwavable popcorn in the micro wave Peter leaned back against the island letting out a dragging sigh. "Popcorn and a movie, just the two of us, alone…," he brought his hands to his face running them down smearing his features out of frustration, "Something has changed between us…I'm in love with you Ava." He said silently that only he can hear, before looking disheartened, "If only I can say it to your face."

His moment of self pity was forgotten when he heard the ding from the microwave. Grabbing some drinks, he made his way back to the living room finding Ava comfortably sitting on the couch waiting for him to join her. As she noticed him walk through the archway she smiled, a faint blush still imminent as she patted the vacant seat next to her.

The movie was a samurai flick. There was something in it for the both of them. For Peter there was just the right amount of action and for Ava a love story between the main characters. When a kissing scene came up the two would awkwardly turn their heads away from each other to hide the red tinge brought on by their own intimate thoughts. Though through all the love and war the two got hooked into the moment and scooted closer closing the gap between them.

It wasn't until the end credits started to scroll down the screen that the two saw the position they were in. Peter was reclined back in his seat, his arm draped over the back of the couch as a comfortable Ava Ayala sat nuzzled into his side. The look on her face was a cross between drowsiness and content bliss.

Noticing their position the two jumped up from their seats, "That was great!" Ava exclaimed faking a yawn, "I guess this day has taken its toll on me." She stretched as Peter scratched the back of his head sheepishly. Seeing this she couldn't help but think how cute he looked when embarrassed, "Thanks again Peter."

Peter laid eyes on her and instantly was taken in by her angelic smile. "Any time…," he said getting lost in her eyes. Being so close to her, alone, it was almost tormenting him, driving him crazy. Peter needed to lay it out on the table, and so did Ava.

"There's something I have to tell you," the both exclaimed in unison, sharing an embarrassing moment they both blushed. With a sheepish smile they mimicked again. "Um, you can go first." Seeing that they both couldn't withstand it, Peter took the next step and inched closer to the heroine.

"Well…you see," Peter started, thinking of the right words. He had to get this right, he had to tell her. Mustering as much courage as he could he looked her in the eye, "Ava, I've been wanting to say, I-,"

But before he could finish his confession the sound of the back door opening interrupted him. "Peter, I'm home! Can you help me with the groceries?" Aunt May shouted from the kitchen.

Silently cursing the moment Peter gulped, "-I'm going to go help aunt May with the groceries!" and shot of to help his aunt while leaving the tiger standing halfway stunned.

Emotion built up as far as it could Ava blurted out, "I love you…," But Peter was already out of the room and out of ear shot. She had missed her chance for now, but shrugging her shoulders she realized that she needed some help in the matter, some womanly advice. The rest of that night her thoughts would be on Peter, and him her.