PETER twiddle his pencil in between his fingers as Ned constantly asked him if he was okay from last night to questions about the what if possibilities of being a lizard. Peter remained focus on taking notes whilst Ned continued with questions.

"If Dr. Connors is a lizard does that mean he has to eat insects, crickets, and stuff? Or does he survive on human food?" Ned whispered inquisitively before gasping as another thought came to mind. "What if he eats human food while he's in human form but only eats crickets or whatever when he's a lizard?"

Peter rolled his eyes at his best friend's theory, "I don't know Ned. I'll make sure to ask him when he's not trying to tear my face off next time." He mumbled as he wrote down Ms. Warren's notes from the board onto his notebook.

"If he does eat like a lizard..." Ned trailed off whilst shaking his head, "I don't know how I could pull through with that." He stated in deep thought.

Peter's eyes narrowed in concentration, feeling the hairs on the back of his neck rise. "Something's wrong." He mumbled whilst trying to focus on the noise that he picked up on.

Ms. Warren stopped teaching to answer the class phone as she gathered instructions from the front office. She hung up the phone and went to shut the front door of the classroom whilst locking it. She turned the lights off as it caught the students attention as they grew anxious. "It appears that we're having a lockdown. Everyone remain calm, okay. You guys know what to do." She said quietly but loud enough for the class to hear her. "Flash, close the blinds. Peter, shut the back door." She instructed as Flash quickly did what he was told.

Ned gave Peter a knowingly look, "I'll be right back. Make sure no one's looking." Peter whispered.

"Peter, don't die." Ned said softly, his voice dripping with concern.

"I don't plan on it." Peter responded in a 'duh' tone as he started heading toward the door.

"I don't know if I should be scared or thrilled about this..." Ned rambled shortly causing Peter to stop in his tracks and look back at Ned.

"Seriously, Ned?" Peter questioned as Ned shook his head whilst whispering a 'sorry' to his best friend. Peter went to the back door of the classroom, checking his surroundings to see no one was looking. He slipped through the door whilst silently closing it after himself. He peaked around the corner to find nothing and continued his way to his locker for his suit in he placed in his backpack. He quickly discarded his clothes and quickly put on his spidey suit whilst pressing on the spider emblem to have the suit tightly secure onto his body.

His body froze as he heard the Lizard coming near and another pair of footsteps coming the opposite way. He pivoted toward the soft footsteps almost giving himself a whiplash at the movement, seeing a frantic Lillian walking down the halls. "Lills, what are you doing out here?" He quietly shouted at her whilst softly running up to her to stop her in her tracks.

Lillian looked around her frantically, unsure of what was going on, "I was in the bathroom when the lockdown started a-and I tried t-to get back to class but-" She stuttered anxiously before cutting herself short as she heard a loud roar erupt in one of the hallways. "What the-"

Peter pulled Lillian off to the side, covering her mouth with his hand whilst his other hand lifted up to his mouth as he motioned her to keep quiet. Lillian slowly nodded her head as Peter's eyes gazed into hers, his body gently pressed against hers to refrain her from moving. Peter slowly uncovered her mouth, still having her close to him.

"What was that? Was that Dr-" Lillian whispered before Peter cut her off by covering her mouth once again as he heard the Lizard.

"Yes, yes. Now, shh." Peter whispered as he tried to concentrate on where the noise was coming from. He pulled Lillian with him to an empty room as they hid in the dark. "Do you hear that?" Peter asked quietly.

Lillian rolled her eyes, "No, the only thing I hear is my own heartbeat racing in my ears. I don't really have spidey hearing, y'know." She spat quietly causing Peter's cheeks to grow warm as he rolled his eyes at her response.

"Nowhere to hide, Spider-Man," The Lizard taunted, "or should I say, Peter Parker." His tongue clicked. "It all makes sense now. How you helped me solve the equation that only your father knew how." He said smugly.

"Crap..." Peter muttered toward himself.

"For a scientist, he's not all that bright if he's just now figuring out that his partner was your dad." She stated quietly as she looked up at Peter with a raised eyebrow.

Peter shrugged, "Well in his defense, he thought my name was just Parker." He whispered as he kept a look out for the Lizard.

The Lizard clicked his tongue as he searched for Peter, "You're just like your father, Peter; a selfish liar. You're not gonna get in the way of my plan, Peter Parker." He spat out slowly as the tone of his voice dripped with venom.

Peter's gaze met with Lillian's slightly scared ones as his hands cupped her face, "I'm gonna distract him. You're gonna get out of here, okay?" He whispered softly.

Lillian shook her head, "No, I can help." She whispered stubbornly.

"You're gonna stay with Ned." He ordered, his thumbs softly caressing her cheeks.

"But-" Peter shook his head, placing a small kiss against her lips whilst cutting her sentence short. Once he pulled away, a sigh slipped through Lillian's lips as her eyes flickered open to look up at Peter. "You gotta stop doing that." She whispered softly.

Peter smiled softly at her before speaking up quietly, "Just go." Lillian playfully rolled her eyes as he motioned her to go left as he went right. Peter quietly picks up his shoe that was near his locker, glancing toward Lillian as he made sure that she was in the clear. He threw his shoe at the Lizard, "Sorry for showing up late. Sort of missed the invite." He called out as the Lizard turned around to face Peter whilst the Lizard's tail threw Peter against a wall. Peter shook his head, jumping on top of the Lizard as he kept him in a head lock. "You're not thinking straight, Doc! Stop this. This isn't you." The Lizard groaned in frustration as he proceeded to throw Peter off of him once again.

"Lets talk this out!" Peter called out as the Lizard swung his tail at him. Peter dodged the Lizard's tail, "Okay, so you don't wanna talk?" Peter asked rhetorically as he shot out a string of web from his web shooters onto the Lizard's mouth. "There ya go." Peter said as the Lizard ripped off the webbing easily. "Oh shit." Peter mumbled as the Lizard swung his tail once again. Peter dodged the tail as he ducked down whilst sliding against the tile floor, grabbing a hold of the tail.

The Lizard looked down at Peter in frustration as he tried to get him off by hitting him hard against the wall several times. "Dont-" smash, "make me-" slam, "have to-" smash, "hurt you!" Peter shouted as he yanked the Lizard's tail off whilst getting thrown to the ground, his back hitting against the wall. Peter looked over at the moving detached tail on the ground as his face scrunched up in disgust, "That's disgusting." He mumbled. Peter's head quickly turned toward the Lizard as he took notice of his new tail growing out quickly. The Lizard's head tilted tauntingly as his tongue clicked evilly whilst making his way toward Peter.

The Lizard picked up Peter by the neck harshly as he slammed him against the wall, keeping him there as he started choking him. Peter's hands reached for the Lizard's claw, trying his best to pry it off of his now bruised neck as Peter's other shoe was thrown at the back of the Lizard's head. The Lizard growled deeply as he turned around, only to get sprayed by a fire extinguisher. "Ah, if it isn't Peter Parker's friend." The Lizard taunted as Lillian and Ned slowly back away from him.

"Activate taser webs!" Peter called out to his AI, flinging his wrists toward the Lizard as the taser webs shot out of his web shooters and onto the Lizards hands to stop him. Peter continues to wrap the Lizard with his webbing to keep him still, "I thought I told you to stay with ned!" Peter shouted at Lillian.

Lillian continued to spray the fire extinguisher at the Lizard, "Did you actually think I was going to listen to you?" She shouted back.

Peter shook his head, keeping an eye on the Lizard, "Lills, this isn't the time to argue with me." He glared half heartedly at her.

Ned rolled his eyes, "Dude, we can help!" He stated matter-of-factly. "We can be like your side kicks."

Peter sighed defeatedly, knowing that they weren't going to give up. "Just get everyone out of school," He told them as he heard the Lizard starting to tear off the webbing, "Hurry!" He shooed them off.

Lillian and Ned nodded as they hurried off to get everyone out of the school safely. Peter quickly grabbed his mask that was discarded somewhere near him and puts it on. Peter continued to fight with the Lizard, slowly noticing that he was becoming weak because of the serum wearing off. The Lizard hurried off to where he came from as Peter goes to follow suit.

...

AFTER the Lizard attack at school, the cops made sure everyone was okay and escorted out safely. Due to the damages that was done inside the school, everyone was sent home. Leila made sure to pick her kids, wanting reassurance that they were safe.

Later on that night, when Lillian made it in her bedroom after dinner, she gets a call from Peter.

"Hey." Peter breathed out quietly into the phone.

Lillian's eyebrows scrunched up in worry, "Where are you?" She asked softly, trying not to draw attention from her family.

"It's okay. I'm okay. I'm fine." He paused as Lillian heard some splashing of water on the other side of the line. "I'm in the sewer, I'm tracking him. I gotta stop him before anyone gets hurt, but we need an antidote. Do you know how to run a serum?" He rambled on.

Lillian nodded to herself before answering, "Uh yeah, it's kinda like the stuff we do in chemistry class just a child proof version of it." She stated whilst she shook her head in thought as she paced in her room. "I'm gonna need the right equipment for it though."

"Okay, great. That's great." He chuckled lightly in encouragement. "Great. Okay, listen." He paused as he thought he heard something in the distance, "Listen, I'm gonna need you to call Mr. Stark. Okay? Tell him about the serum. He'll help you." Lillian nodded as she took in everything Peter was telling her. "I need you to access the cross-species file. It's a blue serum, vile, 1-2-3-8-9. He'll know what to do."

Lillian nodded once more, "Okay, got it." She sighed in disbelief, "I'm gonna work with Iron Man." She let out an airy laugh in realization.

"Lills." Peter deadpanned, trying to keep her focused on the situation.

"Right. Sorry, on it." Lillian breathed out whilst shaking her head as she hung up on Peter.

- :: -

( author's note :
it's not over
yettttttttttttt
skjkksdhjdhs )