I walk through the dank basement of my mind, looking for something; looking for a detached piece of my childhood that seems less like my own life, and more like one I see through fogged glass. It seems so long ago, so different than now. But despite the blurred pictures of my youth, I can still remember vividly the pain I felt...the guilt.

I stop and stare as soon as I find what I am looking for. It is me, though I am younger. My father towers closely beside me and looks down at me. His powerful hand slides down my naked chest and around my side, falling into the precipice of my lower back. His other hand touches my smooth stomach and he runs his finger along the skin, back and forth. My face stays motionless with fear until he moves his hand lower and I reluctantly smile, forcing myself to resist the ensuing pleasure. I cannot help it. I am only a boy.

I turn my head to face my mother, who stands at the other side of the room. I stare blankly and she stares back, still standing there. She stares deep into my eyes and does nothing. I turn away and look down at my father, whose head is below my waist. I close my eyes and imagine that he is gone and that I am somewhere else. By the time I open them, he is gone...but I am still here, still naked, young and vulnerable.

"Peter..." my mother says, still standing still. "What have you done?"

"What do you mean?" I ask her. She points her finger to the floor behind me.

"You've killed your father."

I turn around and see him there, dead on the floor.

"Mommy, I had no choice."

"Look at all the others you've killed, Peter." It is then that I notice Uncle Ben lying next to my father. Next to him is a well dressed man, covering his identity with bloody arms.

"Who's that man?" I ask.

"I don't know," my mother answers. "You didn't even bother to check..."

"I'm sorry..."

"I'm there with them, Peter...because of you. You should have done more to save me."

"I did all I could..."

"You know that's not true, Peter. You know it's all your fault."

Peter jumps up in a cold sweat and grabs hold of his sheets. He bursts out of bed, inadvertently taking the sheets with him and rushes to his dresser, dropping the sheets to the ground. He places his hand on the handle of the top drawer and pauses for a moment, then wrenches it open, closing his eyes tightly. Apprehensively, he opens his eyelids and sees what he already knew was there. He reaches in with his hand and pulls out the dried skin of a human face, the blood on the reverse dry and sticky. His own thin web is strung from ear to ear. The flesh has been stretched and ripped and barely resembles something human any longer. All regular colour is completely drained and instead the skin is gray and speckled with subtle hues of green as the flesh begins to rot. Looking at it intensely, Peter clenches his teeth and tears fill the border of his eyelids, fighting to break free but Peter pushes them back with his fingers. A part of Peter's mind tells him that he has done well, while another part tells him that this murder is horrendous, unconscionable. Peter's shaking hands suddenly let go of the facade of skin and it flutters to the ground slowly but still seems to shake the ground when it lands. Peter reaches for another drawer and quickly opens it. He plummets his hand to the bottom and pulls out a small plastic Zip-Loc bag. His hands still shaking uncontrollably, he struggles to open it. He rips the plastic open and drops the two remaining pills into his hand, quickly engulfing them in his mouth and swallowing them. He leans his head all the way back and stares at the ceiling, then closes his eyes and breathes in the air deeply. A drop of sweat forms on his forehead and it slowly travels across his temple, changing course at the curve of his brow. It tumbles down his cheek and rolls off his chin, plummeting to the ground below. He opens his mouth and exhales slowly and as the air passes quickly across his lips, so does the blood through his arteries as his heart rate speeds up. A smile crosses Peter's face and he sits on his bed again, calmly rubbing his hands across his legs. He lies back on the mattress and closes his eyelids only partly, his eyes darting up and down. He lies there calmly and contently, his mind finally quiet once again.

Peter knocks at the smooth, white door twice and opens it slightly, precariously pointing his head into the room.

"Good," he smiles to his aunt. "You're awake. Good afternoon." Peter enters the room and sits down on the side of his aunt's hospital bed. She does not look up at him, but stares at the television affixed to the wall across from her bed. "Did everything go okay in the surgery?"

"Yeah...everything went well," she says, beginning to twiddle her fingers, still staring intently at the television. "The doctors say I may have some trouble walking for a couple months but eventually I'll make a full recovery.

"That's great," Peter affirms, putting a hand on his aunt's hands. He lowers his head and looks into her eyes and smiles. She forces a smile in return and turns her head back to the television. Peter looks up at the screen with her, where an attractive news anchor speaks.

"Repeating our top story," she says, staring intensely into the camera, "wealthy industrialist and philanthropist Norman Osborn was brutally murdered last night outside his home. His body was mutilated in multiple areas and he died in the streets at approximately 2am. Osborn leaves behind one son and his wife, who will reportedly be taking over all of his businesses. Police report that they currently have no suspects, but that a wide investigation is well underway. Police Chief Fisk had this to say about the gruesome crime..."

May raises the remote control and clicks the television off. Peter stares at the blank screen for a moment. "Oh my god..." he says, mouth wide open in shock and realization.

"Horrible, isn't it?" May looks at him. "This world has become such a cold place..."

"Um...yeah," he whispers, his mouth still hanging open. He closes his mouth and shakes his head slightly. "I mean, yeah, yeah. It's scary to think how often things like this happen in the city. There are some crazy people out there..."

Both of them say nothing for a few moments. May looks deeply into Peter's eyes and a tear begins to form in the corner of hers. "It still hasn't really hit me, Peter. I keep thinking I'm going to get out of this hospital and go home...and he'll be sitting there in the kitchen waiting for me. But then I remember...I remember that I saw him die. When I leave this bed, I'll go home alone..."

"Not completely alone," Peter reassures her, squeezing her hand comfortably. "You'll have me."

"Thanks, Peter," she smiles.

Peter looks downward for a moment, then looks at his aunt again. "I'm so sorry I wasn't there, Aunt May. If I was there, maybe..."

"It's not your fault, Peter."

He smiles at her.

May opens her mouth as if to talk, but she pauses. Peter leans his head in, hoping she'll continue. "Peter," she says softly. "I, uh, there was something I was thinking about after I came out of surgery."

"What is it?"

"Well...wh--when you came to the hospital that night...you--you were wearing different clothes than when you left for school that morning."

"Yes..." Peter says, a little confused.

"...but you never came home to get changed.

"Oh."

"How did you change your clothes, Peter?"

"I...I changed at the house before I came to the hospital."

"But the police had it blocked off as a crime scene. They weren't letting anybody in..."

"Well...well, I had spilled something on my shirt, so they let me get a new one to change into."

"Really?"

"Yeah, yeah, really. They were really nice about it."

May closes her teeth on her bottom lip and nods her head, staring at her own clasped hands, not looking Peter in the eye. "I see then. Th-that's good."

"Look, Aunt May. I've got to go. I was just checking to see how you were doing. I'm glad you're feeling better. But I've got to go. See you later." Peter rushes out of the room and closes the door behind him.

"Goodbye, Peter..."

Peter walks down his street alone, his mind tangled with so many thoughts he is not sure which to think of. He is so confused and his mind is so loud that he can barely see straight. He just walks and ignores the ruckus in his head, tuning out the pictures and voices. As he approaches his house, he sees Gwen sitting on the edge of the sidewalk, waiting. She turns her head and sees him and stands up slowly.

"Peter..." she says softly. "I'm glad you're home...Peter...I--I heard about...I'm so sorry." Gwen throws her arms around Peter and puts her head on his shoulder. "I'm so sorry about your uncle." Peter hugs her back, resting his hands in the small of her back.

Peter pushes away from her softly and looks into her eyes. "Thank you, Gwen. Thanks."

Gwen sits back down on the sidewalk and takes Peter's hand with her, gesturing for him to sit with her. He sits down and leans back on his hands.

"Do you want to talk about it?" she asks, pulling a strand of hair behind her ear and tilting her head.

"No."

"Oh. Okay."

There is a moment of silence between them.

"Did you hear about Harry's dad?" Gwen asks.

"Uh, yeah...yeah," Peter nods his head. "That's really awful."

"Yeah, it's horrible," she agrees. "I heard on the news that it was really gross. His wife found him the next morning with his face ripped off...Poor Harry..."

"Yeah...Poor guy..."

Gwen nods her head.

Peter stares down at their adjacent hands on the sidewalk.

"Peter, are you okay?" Gwen asks, concern painted on her face. "Are you sure you don't need to talk about this...? You shouldn't just keep it all inside."

"No, I'm okay." Peter moves his hand from the sidewalk and places it on Gwen's thigh. "Thanks, though..." He moves it higher up her leg.

Gwen stares at the roving fingers. "Peter...what are you doing?"

Peter glares at her leg. "I thought you..."

"Peter, I told you. We're just friends." He continues moving his hand further up her leg and into the center. "Peter, please stop it." As he ignores her request and continues travelling her leg, Gwen grabs his wrist and throws it back at him. "I said 'STOP IT'!" she screams. Gwen stares at him angrily in disbelief. "What's wrong with you?!" She yells, and stands up quickly and walks off down the street, swinging her arms furiously.

Peter watches her walk away with an empty look on his face. After a few moments he stands back up and walks into his house. He stands in the empty hallway and looks over at a picture of his aunt and uncle on a nearby table. He stares at them for a moment; they're happy and laughing and smiling. He pushes the frame down on its face so they will stop gazing at him. Peter turns away and hurriedly walks up the stairs leading to the second floor.

"Shut up," he says, still walking.

"No I'm not!" he cries, clutching the sides of his head. "She's just playing hard to get."

Peter hurries into his room and drops to his knees and wipes his eyes. "That's not true! She wants it." He covers his eyes with his palms, worried someone might see him cry, but he is not sure whom.

He stares at the small plastic bag on the floor that he dropped there earlier and he knows what he needs to quiet them; to make sense of his mind.

"Milo..."

Peter runs rampantly through the familiar streets in search of the man who can save him; the man who can give him what he needs. His mind is so cluttered, so loud. He needs to quiet them, to drown them in that wonderful capsulated Angel Dust. Its soothing mists, once broken from the capsule and released in his body, are finally enough to calm the voices.

"Milo!" Peter screams. "Milo!!" He runs through the streets reddened by the sunset screaming the name. But he gets no answer...and Peter realizes that Milo will not arrive until well after dark, when the streets are darker and the shadows denser.

But he needs him now...

Peter runs his hands backwards through his hair and sighs. He sits down on the cold cement and leans his elbows on his knees, burying his head below his shoulders. He covers his ears, trying to stop the noise, but the uproar is not coming from the outside, but from the inside, and he can not stop it. So many people are shouting at him with nothing in particular to say, except one, which is much louder than the others. It quickly becomes too loud to ignore, and Peter feels compelled to listen to its words.

"Yes, you're right," Peter says. "You're right. That's what I've got to do."

Peter enters his house again and runs up the stairs. He hurries into his room and pulls open his drawer. He takes out the mask of skin and holds it in front of him, staring at it, trying desperately to think about the man it belonged to and his son, Peter's friend...but he can not form any thoughts. The screaming voice is too loud. It yells at Peter to put on the mask and Peter does so, pulling the web behind his ears. He runs his fingers along the front of the skin and absorbs the wonderful, leathery texture that is hidden under spots of dried blood. Peter smiles under the mask and when he laughs he knows inside that it is not himself who is doing so. Just like his face is hidden behind the facade, his own voice is silenced and buried behind all the other voices he hears. Replacing his own voice, the loudest one in his mind takes control of his lips and mouth and is finally able to speak in the real world. But he does not speak. He laughs and laughs and the laughter builds and rises and Peter hides helplessly in the back of his mind, trying to escape his own madness. He does nothing to stop the Goblin that has taken control of his body.

Peter rips open his closet and pulls a long deep purple sheet from the shelves and tosses one end into the air, draping the other over his head and entire body and ties part of it around his neck. As the descending end of the sheet reaches the floor and sprawls behind him, Peter revels in the soft, vague darkness that the overcastting sheet gives him.

He walks over to his window and smashes the glass, the shattered pieces fall to the ground. Peter watches them hit the ground and then steps onto the window sill. He attaches himself to the brick wall and begins climbing up it, the dark purple cloth trailing behind him. He reaches the roof and quickly leaps into the early night sky, his arms spread in the air with flowing, slick, dark wings following closely behind him. He lands on the next roof over and hops with ease to the next one after that, continuing jumping through the air like a shadowy purple devil. A few blocks from his starting point, Peter ends his journey on the roof of one unsuspecting home. He crawls down the wall, amethyst cape draping over his shoulders, and he passes a window, looking in on the room's inhabitants. He sees an older man sleeping alone in a large double bed and moves to the adjacent window. He looks in through the glass and sees Gwen helplessly sleeping in the darkness, her sheets covering only her feet, leaving her body covered only in a thinly veiled night gown. Peter smiles and tries to lift open her window, but finds it locked. He slams his fist through the glass and Gwen awakes with a start. Peter's fist crashes through the rest of the glass and he hops through the small window into her room. Gwen jumps from her bed and begins to run for her door but Peter lunges at her and knocks her back onto her bed, covering her mouth with his palm.

Peter stares at her coldly and threateningly. "You're coming with me." He says to her bleakly.

Gwen's eyes widen and she tries to scream as she recognizes the familiar voice.

From in the hallway a man screams Gwen's name, asking if she is okay, but before he can open her bedroom door Peter turns around, one hand still on Gwen's mouth, and sprays a thick layer of webbing over the door. Below the sticky fiber the knob turns but has no effect and the man on the other side slams his fists against the wood and screams her name louder.

Peter leans in closer to Gwen's face and smiles and she desperately turns her face away. "Maybe we should go some place a little more private...where we won't be disturbed." Gwen shakes her head furiously but Peter picks her up and slings her body over his shoulder. Holding tightly to her body, Peter skillfully leaps out of the window and lands on the roof of the house across the street. He leaps over that house and attaches to the apartment building on the following block. He hangs off the brick with one hand and shoots a web line to an adjacent and tall building and as it sticks to the facade he lets go of the brick and swings through the air on his web. After travelling the length of many buildings on the web, he lets go and hurdles high into the air, Gwen still snug over his shoulder and the purple cloth swirling behind him like a violent tornado. As he begins to descend he shoots another web line to a nearby building and continues his mid-air journey through the urban jungle, passing above busy streets and cars and pedestrians who rarely bother to look above them. Peter reaches his destination and clings to the large steel pillar of the George Washington Bridge, his powerful hand still covering his passenger's lips. He crawls with her over the pillar's edge and mounts onto the top of it, placing the girl down on her back and taking his hand off her mouth.

"Peter!" she screams immediately. "What the hell is wrong with you?! What are you doing?!" Peter ignores her and instead reaches into his cloak in search of his camera. "And that mask..." she continues in nearly a whisper. "Y--you killed Norman Osborn..." Peter ignores her still as he begins to load film into the camera. Gwen looks up at him nervously and Peter looks back and lightly nods his head. He leans down closer to her face and smiles devilishly.

"You're right," he whispers.

Gwen turns away and breathes in heavily. "You're a monster," she says, turning her head to face him. "You're not the Peter I know."

"You might be right," he responds casually as he mounts on top of the girl's reclined body, his cape draping over her legs. "But I'm what he could never be." Peter runs his hands along Gwen's neck and down to her chest, firmly grabbing her breasts. "If you scream," he whispers. "I'll kill you." As Peter undoes the bottom button of her shirt Gwen clenches her eyes tightly and bites down on her bottom lip.

"No," she utters. "Please...don't."

Peter runs one hand up her stomach and undoes the next button with the other. He continues unbuttoning the shirt and feels the smooth skin of her abdomen, relishing its softness. Peter drags his fingers over Gwen's breast and past her neck again, running his fingers through her silky, golden hair. He opens her shirt and spreads his hands to her back, undoing her bra. He pulls it off her body and tosses it to the side and begins rubbing her breasts ruggedly. Peter raises the camera above her chest and snaps pictures of her naked breasts and of her neck and lips and stomach. He unfastens the top of Gwen's pants and moves his hand below the cloth, tangling his fingers in her short pubic hair and tickling the skin. He pulls her pants down below her knees and lustfully gazes at her fully naked body. Peter hovers the camera over her body and takes more photographs of her legs and pelvis and spreads her legs open, snapping more photos. Peter throws the long purple cloth off his body and unfixes his own pants, pushing them off his legs. He leaves the mask on as he begins forcing himself into the poor girl, bruising her hips with his tight grip, periodically taking sordid photographs. Still plunging into the fair-skinned young woman, Peter leans over and rubs her face, forcing her to look him in the eye. He takes hold of her crimson, saccharine lips with his own and devours her, biting down vigorously. As a drop of blood trickles down her chin, Peter licks it up into his own mouth, tasting the girl's fluid.

Peter retracts his lips and laughs through the rotting flesh covering his face. Behind the mask, deep in the back of Peter's mind, a small boy desperately in love with this woman cowers behind a veil of darkness where he is safe. But behind the blackness he can still see Gwen being violated and raped and he does nothing to stop it. He shares her tears and witnesses her pain but stays silently hidden in the dark where the Goblin put him.

Peter removes himself from Gwen and begins kissing the soft skin of her breasts and tightly holds her neck with one hand. His tongue traverses her chest and moves up her throat and over her chin. He moves back down to her breast and begins teasing it with his teeth, then begins biting a little harder. The skin on her breast breaks and Gwen cringes and tries to push Peter away, but he responds by gripping her neck more tightly.

The boy in the shadows looks up and takes notice when he hears Gwen's whimper.

"Please...stop..." she moans and the hidden boy wades through the thick darkness and pushes through the shrill moans and cries of a thousand voices. He reaches the front of his own mind and screams louder than the other wandering voices.

"STOP IT!" Peter hears echoing in his ears. "This is wrong! You don't know what you're doing! I...I don't know what I'm doing."

Peter backs away from Gwen's bruised body in fear. "Gwen," he sobs hopelessly. "What have I done?"

Gwen, naked and confused and helpless, backs further away from her defiler, panic and fear smeared across her once beautiful face, her once golden hair pasted in sweat across her face like pieces of straw. "Just get away...please."

"Gwen, I--I'm so sorry. I didn't--"

"I'm begging you, just leave me alone." She continues receding over the limited platform atop the steep bridge.

"Gwen, be careful."

Gwen cries frantically and does not notice the imminent brink of the hard surface below her and as her hand scrapes over its edge, there is nothing she can do. Gwen's frail body falls over the ledge and through the air and as she shrieks in terror, Peter screams her name, lunging to the bridge's periphery. He shoots a stream of webs to catch her but it is too late as the water splashes and the coming webs reflect off its glassy surface. The webs fall from Peter's wrist and land in a slow spiral over the girl's wet grave. Peter dives over the side of the bridge and falls over six hundred feet, then crashes through the floating coil of web and into the dark, black waters, his unbreakable arms and shoulders unaffected by the tumultuous drop. He swims deep below the murky waters but finds no sign of the young victim other than silent bubbles and crimson ripples of blood on the water's lining.

Peter crawls out of the water on the side of the bridge and nestles closely to the cold metal. He lowers his head and entombs it below his shoulder and he cries. He pulls his hand over his head and rips off his mask, throwing it in the water below. It floats lightly away.

"I'm sorry, Gwen...I'm so sorry."

A knock comes to the door and an older, fraught man unfastens the chain lock and opens the door. On the other side stands a uniformed police officer, a grim look upon his face.

"Lieutenant Johnson," the man says to the officer. "Good day."

"Captain Stacy," Lieutenant Johnson sighs heavily. "George...We've got some bad news and I thought I should be the one to tell you..."

George Stacy buries his head in his hand and wipes his damp eyes. "Is she...?"

"I'm afraid so, sir. I'm so sorry, sir."

"Oh my god," the man whimpers into his hand, his gray hair falling over his fingers. "How...how did it happen..?"

"Sir, can I come in?"

"Of course." Captain Stacy points to an empty couch in the room. Johnson sits on the couch and Stacy follows by sitting on an adjacent wooden chair.

"Sir," Johnson continues. "We...uh...found Gwen's b--body when we combed the Hudson river and we found ripped pieces of her clothes on top of the George Washington Bridge." Captain Stacy stares at the man blankly yet attentively, tears uniformly tumbling down his cheeks. "We believe she fell into the river after a struggle at the peak of the bridge, though I can't say we're exactly sure how her and her attacker reached that height. She suffered many fractures after hitting the water from a fall of such immense height. We think she probably died immediately on contact. We also found physical evidence that..." Johnson's eyes begin to tear as well as he continues narrating the gruesome events. "..that...she was raped before her death."

"Oh my god," Stacy cries. "My god...my little baby girl..." He stares vacantly at the girl's picture on the wall, then coughs and wipes his tears. "Have you found any evidence of the man's identity?"

"Not yet, sir. We're sure that the water will have washed away any fingerprints on your daughter's body and clothes, but we'll have to perform more exams later to determine whether the man...um...ejaculated inside Gwen. If so, we'll have a clear DNA sample, but if not, we're not sure we'll have any leads."

George Stacy closes his eyes lightly and runs his fingers through his silver hair.

"Sir...there's--there's more. When we found Gwen...lodged in her vagina was the case from a commercially rolled film strip. This causes us to think the man may have taken...photographs of your daughter."

"What..? Oh god, no...please...no...my baby girl."

"Dear Uncle Ben,

"I have so much I want to tell you and I think the only way to get it out the way I want is to write it down. I hope that, wherever you are, you receive these words.

"Today is the day of your funeral. I'm sitting at my desk in my nice suit, waiting to go pick up Aunt May from the hospital and go to the funeral home. But in all honesty, I'm scared to go. I'm scared because I dread having to face you after what I've done. I don't know if I'll be able to look you in the eye knowing that I'm the one who put you there. No, I didn't pull the trigger but the shooter was looking for me. It's because of me you and Aunt May were shot...and you were killed.

"I don't know what's wrong with me, Uncle Ben. I just know that I wish you were here to help me. It seems like there's been something building inside me, it's weight dragging me lower and lower and these new powers finally made me burst. It's going to take a lot to climb back to the top and I wish you were here to guide me out of the dark.

"There're so many horrible things that I've done since you've been gone and even now I don't know why...or how I could've done them. I've taken two more lives and shattered countless others. I remember vividly what happened, but I can't figure out why I did it.

"I didn't sleep at all last night. I just sat there in the dark where I deserve to be and thought about what I'm going to do next. I thought about what I could do to apologize to the people I killed and to the people who loved them. I realized something, Uncle Ben. There is nothing I could ever say that will ease the pain. There's just one thing I can do. Through some twist of fate, I've been given these strange powers. Maybe...maybe if I use them to save the lives of others, I can at least make you and Gwen proud of me.

"I've read of heroes who roam the cities dressed in spectacular costumes who save innocent people from danger. Ridiculous, I know...but last night, after sitting in my room for hours, I walked downstairs and sat at Aunt May's old sewing machine. I took some of my old clothes and pieced different parts together. My new costume is made of two colours: black and red. Both of them are to serve as a reminder to me. The red stands for all the blood that I have shed. Black symbolizes the darkness that still lurks at the back of my mind, the shadows that I've got to try to escape. On the front of my chest I've put the dark shape of a spider as a symbol of my source of power. I hope that in this costume I'll finally be able to achieve some good in this world...but most of all, Uncle Ben, I hope you'll be proud of me.

"Not too long ago you told me these words: 'Absolute power corrupts absolutely.' You were right. My powers did corrupt me and because of that, Gwen and Mr. Osborn are dead. But out of this situation I've learned a new lesson: With these great powers...comes great responsibility."

Next issue: Who is the Black Cat and why is she tailing Peter? The Daily Bugle takes an interest in the mysterious Spider-Man, plus a new Goblin enters Peter's life, but who is it?