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Peter Parker got scared often. It kind of came with the job. He didn't read the fine print, nor had he gone over the contract with a lawyer present when he first put on the costume and head-dived off the nearest building with too much excitement in his heart and not enough smarts in his head. He'd been a stupid 15-year-old boy who didn't realize he was biting off more than he could chew.

He was drunk off the grief of losing Uncle Ben and high on the prospect of becoming a hero like the Avengers, he didn't realize just how terrifying this life was.

But he was all too aware of it now. After years of being Spider-Man and experiencing the highs and the lows that came with the tights, he just about covered every area that being a vigilante entailed. Like a good little hero, he fought off the villains that crawled out of the woodworks, periodically, week after week, like some deity spinning a chore wheel and dropping whatever man-hybrid villain it landed on in his lap. Peter's fought terrestrial bad guys, extra-terrestrial bad guys, multi-verse bad guys, and even dark dimension bad guys, so he had all his bases covered.

Sometimes they were goofy, like Stilt-Man or the Wheel, and it was easy to point and laugh at them, and they were easier still to fight. Fighting guys like these made the hero life almost fun.

But then there were the serious bad guys. The scary ones. The villains who enjoyed inflicting pain on people and drank up every cry and sniffle they could squeeze out of their victims. These were the ones who looked down on a multitude of suffering people and turned their backs because they didn't care, or even worse, they put their villainous heels to their foreheads and pushed them farther in the dirt.

Kingpin was like that. He was terrifying in his mortal strength, and the limits he would go to achieve his goals were astronomical. Doctor Octopus was similar; he had a drive for science and achievement that pushed higher on his priority list than innocent civilians who got caught in the crossfire of his ambitions. Kraven has always been a special case too. A man that set all his attention and drive on a single person or animal and then funneled all that skill and intellect into hunting them down and adding them to his collection. Peter would never forget the icy chill that washed over him, settling deep in the marrow of his bones, when he came face-to-face with Kraven for the first time. That spine-tingling realization that he was someone's else's prey, to be hunted down like a common animal. Weeks after defeating him, Peter was still too afraid to explore the dark corners of the city or stray too far from people in fear that the predator would still be lurking in the shadows. He couldn't walk in Central Park by himself for the longest time.

And then there were his self-dubbed A-listers. The monsters. The creatures who looked like they crawled out of a horror-book or belonged under a child's bed. Venom and Goblin were two examples of this, and even they took it to whole new extremes.

Never, in all Peter's life as a superhero, has he experienced anything quite as terrifying as being pinned down by Venom and seeing nothing but inky blackness, a slimy, serpentine tongue that almost had a mind of its own, and rows of too-many teeth and claws that tore into his skin and threatened to bite his head clean off his shoulders. It was the monster that stalked Peter's shadow, eagerly waiting to jump him and pull him kicking and screaming into darkness, where no one could interrupt as it tore him apart.

Then there was Goblin. A grotesque combination of insanity, bloodlust, and worse of all, intelligence. This was a monster that watched and dissected Peter's movements like it were a game and he was nothing but a challenging chess-piece that needed to be struck down. What was worse was how much he enjoyed doing it. Every move was designed to get Peter second-guessing, every attack hit him where he was most vulnerable, every plan had the intention of pinning him like a bug to paper just so he could watch Peter squirm.

They were the ones who enjoyed hurting him on a personal level. They took pleasure in watching him scream and bleed because it was his pain. They loved taunting him with the idea of tying him up and killing everyone he loved in front of him, slowly, one-by-one, so he could watch every terrible, torturous minute.

Sometimes, they almost succeeded.

As a hero, his quips were one of his most defining traits and a lot of the time it got him in even more trouble. You see, people had this funny idea that Spider-Man was fearless, or stupid, or naïve, or bullheaded because he laughed in the face of danger and shot jokes at those who put a knife to his throat. But they couldn't be more wrong. Peter was scared all the time.

And he was scared now.

He didn't like being pinned down and loathed the idea of being rendered immobile for long periods of time. He had too many memories of being helpless, hurt, tortured, and taunted under these conditions, so it was a bit of a sensitive subject for him. Besides, it wasn't in a spider's nature to be caught in another's web.

And that's exactly what he was caught in, wasn't it? A web. Not of his making, but the making of a different predator. An enemy that posed as a friend, and kept him fed, and chatted as if they were life-long buddies, but Peter wasn't stupid. He's known Chameleon for a while and he's all too aware of what the guy can do.

If he applied himself, Peter had little doubt that Chameleon could reach the Venom and Goblin tier of supervillainy.

Chameleon could easily infiltrate his life without him knowing it; could manipulate things behind the scenes, and get Peter alone, and earn his trust, and get close to his family, and the cherry on top was that Peter wouldn't be able to pick him out in a crowd. And that rattled him to his core.

He didn't trust how soft Chameleon spoke, or how gentle his touches were, or his amused smiles whenever Peter insulted him. It was unsettling, like seeing a dog with human teeth.

He woke to Chameleon sitting on the edge of the bed, running his fingers through his hair, humming as he massaged Peter's scalp.

If Peter kept his eyes closed and ignored the position of his arms, he could almost imagine it was Wade waking him up in the morning, patiently waiting for him to open his eyes by kissing his forehead, or his temple, and Peter would groan and bury his face in Wade's chest to avoid getting up, and Wade would laugh.

But this wasn't Wade and this wasn't a blissful, domestic morning. This was a known villain who'd once threatened to wear Peter's skin as his own personal costume, and that alone had Peter flinging himself away the moment he became aware of who he was sitting next to, and if not for the handcuffs, he would've fallen right off the bed.

"What the hell?" He shouted, yanking hard on the cuffs on sheer momentum, wrinkling his nose in disdain and glaring at Chameleon. He could still feel the creep's hands in his hair and the way his warmth lingered on his skin and it made him sick.

Chameleon sighed, disappointed that Peter had woken up so soon, and got to his feet. "You're probably thirsty," he said, and grabbed a glass of water sitting on the nightstand. Peter didn't accept it, even though his throat did indeed feel dry, because he wasn't an idiot. It had taken him a while to figure out it was Chameleon who was getting all touchy-feely and that was because his head was woozy and his thoughts slow. The drugs Chameleon were using on him were powerful and for all Peter knew that water was drugged too.

"You need to drink," Chameleon insisted when Peter turned his head away stubbornly.

His heart was thumping so hard in his chest he could feel it in his ears. How long was Chameleon there? Had he been watching him in his sleep this whole time? What else did he do while Peter was unconscious? Each thought was worse than the last and Peter's skin felt like it was crawling with ants.

"Leave me alone," he growled, nearly snapping at Chameleon's hand when it tried to push the cup to his lips.

Chameleon sighed again, but it was resigned, as if he'd already accepted this, and put the glass down. "How do you expect to get your strength up if you don't take care of yourself?"

He was joking right? Peter eyed Chameleon up and down in search for signs that he'd contracted a funny bone in Peter's unconsciousness, but he was being stupidly serious and Peter arched a judgmental eyebrow, snorting a huff that was so thick with disbelief it punched itself out of his chest. "I'm sorry, do you actually want me at my full strength?"

"Of course, I do," Chameleon said, "How can you be healthy if you're not at your full physical strength?"

Peter's eyebrow climbed higher, reaching for his hairline in increasing amounts of disbelief, "You want me to be – oh ho ho. You can't be serious. Are you being serious right now? This is fucking unbelievable," Peter squirmed to sit up straight, which wasn't much, but he looked Chameleon squarely in the eye and confirmed very slowly, "You want me to be healthy?"

Chameleon nodded.

"Then why the HELL did you kidnap me?" He practically bellowed. He didn't bother keeping his tone down, cause who was he going to disturb? Chameleon? He sure hoped so. "If you're so concerned for my "safety" why did you follow me around for months, and drug me, and imprison me in this...this," he looked around the cheerful room in disgust, "copycat apartment?"

If Peter's outburst bothered Chameleon, he didn't show it. "I wanted to learn about you," he answered calmly, as if that could possibly be considered a legitimate answer, "I want to know the things you like, what your favorite breakfast foods are, what movies are your favorite, how you like to spend your evenings, you know, stuff like that. I'm sorry my surveillance freaked you out, I did get a little carried away sometimes, I admit. Sorry, I didn't mean to scare you."

"Didn't mean to scar- oh-ho you cannot play that card, you sick freak! You were stalking me. You were taking PICTURES of me and my family. You threatened to out me to the media. How is any of that justified? How is any of this," he gestured his bound wrists toward the rest of the room, a tad hysterically, "justified? And you still didn't answer why I'm here, or what you want, asshole."

"I did answer that. I want you to be safe and happy."

Peter felt like tearing his hair out, "Whyyyy? How the fuck is this safe and happy?"

Chameleon leaned back on his side of the bed, calm and relaxed as he took a sip of the drink he'd been offering Peter, "Easy," he shrugged, "You can be happy here if you just give it a chance. I'll be the one keeping you safe, and I know everything about you, so I can keep you entertained."

Peter felt his eye twitch, "But why would I even want that? Why do this in the first place?"

"Because," this time Chameleon hesitated and it took a couple seconds of pondering before he admitted, "Because you deserve it," and that's not the answer Peter was expecting, "Yes, we've had our blows with each other in the past, and for a while I did want to hurt you. Badly. I won't deny any of that. But then," Chameleon sat up, gaze a little unfocused as he stared off to the side getting lost in thought, "I became you. I finally caught you changing out of your costume and I was so surprised to see Peter Parker standing there in that alley, holding the mask and looking around like you were expecting someone to pop out. I guess you sensed me, but I was too well hidden, so you never saw me. But it was the perfect opportunity to find out how to hit you where it hurt the most, and to do that, I needed to become you. You were busy fighting one of your other "villains"at the time, so I don't think you, or even your family, noticed. I walked the streets in your shoes, and your clothes, and I wore your face and I lived your life. I went to your job, met your coworkers, met your aunt and MJ, and dug up things about your past and I just...realized that there was no need to hurt you, you were already hurting yourself so much."

Peter studied Chameleon carefully, mouth suddenly desert dry, "What are you talking about?"

Chameleon sat up eagerly, as if Peter's permission was all he needed, "You see, Peter, to do what I do, to be the Chameleon, you need to know how to impersonate people. And I don't just mean looking like them, you have to BE them. You have to get inside their head and understand their thoughts and the motivation behind their actions. Their desires, fears and regrets become your desires, fears, and regrets. That's the mark of a true Chameleon. You become them, completely and utterly. And when I was you," he broke off into a wistful smile, "I learned so much. I had to piece together your past through talks with your aunt and colleagues, and the odd police report. I know that your parents were killed in a plane crash and you were taken in by your aunt and uncle. I know that you ran away because you didn't feel at home there. I know you were bullied and ridiculed by your peers throughout childhood, and I know you used to be a costumed wrestler."

His expression turned sad and this time he looked at Peter, "That man that robbed the wrestling house, he murdered Uncle Ben, didn't he? That's why you became Spider-Man."

Hearing it come out of Chameleon's mouth was strange. Like getting politely punched in the face, but verbally. Peter flinched and looked away, gut churning with nausea - he didn't tell a lot of people that. It took years to tell Wade about his brief time as a wrestler and the fateful night that changed it all, and even that had been so hard.

Chameleon barreled on, whether he noticed Peter's discomfort or not, "I know about Gwen, and Harry, and all your relationships that suffered because of how much you care for this city," his sadness turned into a soft smile and he placed a gentle hand on Peter's knee, "I know how much you beat yourself up over those you couldn't save, and how you bend over backwards to keep the city safe. I know how your social life suffers, and your relationships, and your job. No one understands, or knows why you do what you do."

"And it's okay," he whispered, so softly, so earnestly, "I know. I get it now. You punish yourself for what you can't do, or who you failed, and you won't stop. I had to ask myself what was causing you all this misery and heartache, and I realized what it was," his eyes brightened like he was about to bestow on Peter all of life's unknown answers, "It's Spider-Man. He's why your life is the way it is. And I just...you don't deserve that Peter. You don't deserve this life. You've done your part, you can stop now. You can rest."

"But," his face fell, dropped back into reality, and he sighed, "I know you won't stop being Spider-Man, and there's nothing I could say that's going to stop that. So..." he gestured around the room, "I fixed it. You don't have to be Spider-Man here. You don't have to worry about anyone but yourself now. You can be happy and safe. You can have anything you want. Just say the word and I can get you anything your heart desires."

Peter was shaking his head, Chameleon's words starting to sink into his skin and he yanked on the cuffs, trying to physically back away from this conversation.

"No, that's...that's so fucked up. You can't just take me from my life, Chameleon. I have people who need me, and responsibilities, and my job, and-"

Chameleon shushed him, "Not anymore. I tried to get you fired from the Bugle with that thing with Urich, but it didn't work. But since you stopped showing up, I'm sure you're fired by now anyway. I understand that this will be...hard, for you at first. I don't expect you to accept this right away, but trust me, this is for your own good. You'll like it here."

"And what about my aunt?" Peter spat, his nervous fear breaking into anger, "And Mary Jane and my job, and my boyfriend, and the city? Someone's going to notice that Spider-Man disappeared. They're going to notice that Peter Parker has gone missing. You can't just erase me from existence."

"Oh, I know that," Chameleon shrugged, "But you forget that I can impersonate people. I've impersonated you as Peter Parker and Spider-Man, and no one has ever been the wiser. It wouldn't be too difficult to stage some sort of...accident. After all, vigilantism is a dangerous thing, and it's not safe for photographers to go snooping in places they shouldn't be."

Peter's heart was racing, he could feel it rushing in his ears. Hysteria was on the precipice of his mind. "They'd never believe it," he said, wildly, "None of them."

"Maybe not, but I only need the public to believe. Your family won't tell anyone you're Spider-Man, they can't risk it, and sure, they might try to find you for a while, but that will only go on for so long until they give up. All we need to do is wait a few years, keep our heads down, and day by day people will just...forget. It's human nature to move on and adapt."

Peter shook his head more forcefully, "No. No. They'd...they'd never stop looking. I won't let it happen. What makes you think I'm even going to stay here with you? Huh? What's going to stop me from fighting you every step of the way."

Chameleon smiled, as if Peter said something silly, and brushed his hair out of his face. Peter jerked away, glaring until Chameleon put his hand down.

"I don't expect you to understand yet, and I don't expect you to be grateful. Not for a while, at least. It's okay, I can be patient. But you'll see, it may take months, years, or even decades, but you'll see. You'll be grateful that I got you out of this life you're trapped in, I'm sure of it."

"No, I won't," Peter growled.

Chameleon smiled in amusement, "Sure," he humored him, "Of course not."

He got up to leave, grabbing the cup.

"Wait," Peter said, trying to sit up but frustratingly unable to do so, "You can't possibly think this is going to work. I love my family, Chameleon, and yeah, my life can get really fucked up sometimes, but I wouldn't trade it for anything in the world. You can't kidnap me, keep me from my family, and claim it's for my own good."

"Oh, you don't even need them anymore," Chamaeleon said, grinning excitedly, and gesturing to himself, "That's the best part. I can be anyone you want me to be. I've watched everyone in your life, I've studied all their behaviors, I know how they act and how they think. I can be whoever you want me to be," He clicked the image inducer on his belt and his form melted into an elderly woman with grey-white hair, wrinkled, weathered hands, and a pastel cardigan.

"I can take care of you," Chameleon said in Aunt May's voice, face firm in the expression Aunt May gave him whenever she found out he was skipping meals.

His form shifted again, skin becoming softer, body getting curvier, freckles splashing across cheekbones as red curls fell down his shoulders. MJ leaned against the end of the bed, winking at him with one of her patented, fan-adoring smiles, "I can keep you company."

It shifted a third time, growing in height and build, pockets of scars morphing on skin and a large, crooked grin that made every hero and villain in the super community itch to throw a punch, smirked at him. "I can be your lover," Wade said, braced at the end of the bed, shaking Peter's bound feet humorously, "I can be your everything. You don't need anyone else."

"S-stop it," Peter stammered, stomach sinking so far down it hit his feet. He slammed his eyes shut, shaking his head hard. "Just - stop it, Chameleon. Go back."

"Why?" Wade asked, grabbing onto Peter's ankle as if to yank him down, "Does this body no longer do it for you? Do you want to make love to someone else? I can be any celebrity, any hero, any villain, you ever desired."

The grin he wears makes Peter's spine tingle and he shuddered, looking away. "No. I don't want that, I-" he squeezed his eyes shut again, "I don't want any of this."

Chameleon let go of his ankle and turned back into his normal self. "Well, the option is there if you want it. I just want you to know that I've thought of everything, I can be anything you want me to be. Once you calm down and understand what I'm trying to do here, think of all the things we can do together. I don't want to keep you here, you know. What kind of life is this," he gestured around the room, "We can go places, take vacations, visit sites you've always wanted to see. I mean, it'll take a few years waiting for the media to die down and for you to slip out of attention, and I know how tricky you are," he wagged a finger at Peter, "Don't even try tricking me into thinking you won't run off the moment we step outside. We'll wait a few years. I'm sure we can pass the time in here until then."

"You're insane," Peter spat. Fear sat like vomit on his tongue, thick and disgusting, and dripping down his throat to infect the rest of his body. He probably looked insane himself, wide eyed, pale faced, clothes disheveled from how much he'd been struggling.

Chameleon hummed, "Love does that to people," he tilted his head, smiling oh-so sweetly, "This is all for your own good. I know you'll see it one day.

"You can't - I don't understand why you're doing this," Peter insisted, "It can't just be because you spent some time in my shoes. That can't be it. Why are you - what do you get out of this? What's the point? Why go through all this trouble?"

Chameleon rounded the bed, bending down to look Peter directly in the eyes. "Why?" He whispered, eyebrows scrunching into a soft, almost yearning look, He placed his hand on top of Peter's bound ones, softly stroking his thumb over Peter's knuckles. "Because I love you, Peter. I love you so much, and I'm sure one day, someday, you'll love me too."

See. :D Everything is perfectly fine.