This was just an idea I had after I finished the Ultimate Spider-Man comic books. I love Spider-Man and I love Prototype and, hey, they both take place in New York so why the hell not, am I right?

Not sure when I'll write the next chapter for this. Guess I'll just have to see the feedback I get on it first.

So, if you like it, please add it to your favorites, follow list, whatever and review it. Reviewing it is the most important, really. I love seeing people following my stories, but I love reviews most of all because they're what get me to continue writing something.

This is unbetaed, so things might be a little screwy here and there. Sorry.

It was dark when he opened his eyes a slit, the only source of light coming from a flickering light bulb hanging from the ceiling to the right. He wanted to move, but he didn't know where he was or even how he had gotten there. The last thing he remembered was. He blinked and opened his eyes wide. He had died, he was pretty sure of that. Either that or he had fallen into a deep coma? He just hoped it hadn't been all a dream induced by being beaten to a pulp, because that had to have been the worst dream. Ever. In any case, this had to be the crappiest hospital he had ever had the joy of acquainting with.

He sat up with a groan, running a hand over his eyes and glanced around the room. No one else was around as far as he could tell. The floor was cold beneath his feet when he sat up, slowly clambering to his feet. It felt like he hadn't stood in years. In fact, his whole body was aching.

"Oh, God," he groaned, keeping a steady grip on the table he had been lying on. No wonder his back hurt like the Green Goblin had punched it, "I feel like a baby that's been used as a punching bag. That is just so wrong on so many levels."

Now that he looked at the table more, he could see that parts of it were darker. He leaned in closer and quickly recoiled with the sharp tang of blood met his nose. Running a hand over it, he discovered that it was dry now. Lifting his hand back up, he brushed the flakes of dry blood off his fingertips that had stuck there thanks to his powers. At least he still had them, he supposed.

With the help of the flickering light, he was able to make out a cracked mirror over a porcelain sink all the way across the room. Sure, the room wasn't that big at all, but in his weak kneed, and, really, weak bodied state, he wasn't quite sure he could make it all the way over there without stumbling around like a drunkard and falling to the ground to crawl through the grime that covered the cracked tiles. He nearly tripped over a fallen chair on his first step and decided to upright it to use it as a makeshift walker, scraping it over the floor.

Well, if he wasn't alone, then whoever had brought him here definitely knew that he was awake now that he was making as much noise as Rhino did when he went on a car-bashing extravaganza. Okay, maybe he was making a little less, but it didn't hurt to exaggerate once in a while. Once at the sink, he gripped onto it like it was a lifeline, leaning forward to look into the cracked mirror.

Yeah, he was himself, all right. Same short haircut MJ had given him while the others held him down in the girl's bathroom. The very memory of it made the top of his ears turn red. His first time in a girl's bathroom and he was getting an unprepared haircut courtesy of all the girls that had been his girlfriend. If they had just told him what they thought of his hair, he would have gone and gotten it cut by a professional like a normal person.

He kept one hand on the sink, but leaned back, reaching for the edge of his shirt. He stopped as he stared down at his attire. A suit, complete with a tie. It was probably the nicest outfit he had ever worn in his life. Of course, it was also covered in blood for some reason. He just hoped that it was his own, that something hadn't happened to make him go on a killing spree, like another Venom incident. He had blacked out after his previous one, after all. Untucking the white button-up shirt he pulled it up to inspect the bullet wound he was pretty sure he had gotten pushing Captain America out of the way… who then left him for dead after the explosion. The wound was gone and all that was there was the smallest of scars, almost unnoticeable. Sure, he healed faster than normal people, but this wound had basically killed him. So there had been no dream, only death or a coma in the worst hospital in existence. Was it possible for someone to come back from the dead. Maybe…

"Oh my God," he ran his hands down his face, pulling at the skin, "I'm a zombie. I'm a zombie with intelligence and this is the apocalypse."

"Not quite," a deep, gravely voice came from behind him, "But you can think of it that way if it helps, Peter Parker."

He turned and, on instinct, did a flip, landing on the wall, crouching down on the cement. His entire body was screaming in protest of his actions but he hushed them and stared the new person down.

"Who are you? What do you want? Why did you bring me here? How do you know my name?"

"I brought you here to give you back life. I even stole your body out of a morgue," the man walked further into the room and the light gave him an even more eerie look with his pale skin, "You're welcome for that, by the way."

"Are you a vampire? Because I've faced those, you know. I beat the crap out of them and I can do the same to you if-"

"With your body in the state it is? I seriously doubt it, boy. Now get down from the wall. I think we need to talk."

He did so, but slowly, hesitantly. His whole being was telling him to be wary of this man. Except his spider sense. That was usually what he relied on for situations like these, but it wasn't ringing in his head. So maybe he wasn't an immediate danger, but he wasn't to be trusted. You didn't just go around and trust people that break bodies out of morgues and do something to bring them back to life.

"You're funeral was quite impressive, I must say. Too bad you weren't awake to see it at the time. Thousands of people came to the church. The whole world knows your name now, boy."

"They had a funeral with an empty coffin? That doesn't sound very S.H.I.E.L.D. like. Wait, if everyone knows my name, then what about Aunt May? Gwen? What about Mary Jane? They all think I'm dead. How are they? What are they doing? I need to see them."

"Who said the coffin was empty? It was very delicate work to open the coffin, take you out, and replace you with a body. I hope you realize that. I'm not one for delicate work, so that's another thing you should thank me for. Instead of just smashing your coffin against a wall, I preserved it. And as for your Aunt and friends, they're fine. Living normal lives in normal places. Well, as normal as they can get. I don't think showing up on their doorsteps would be the best idea. You might give that Aunt of yours a heart attack."

Peter pondered his words, deciding he was right about Aunt May and MJ. Showing up like this wouldn't be one of his best ideas and he didn't have very many good ideas, "I don't really know why I would have to thank you for stealing my body. Again, are you a vampire or something? Does that mean I'm a vampire now? Oh God, I better not be-"

"Would you stop freaking out for two seconds so I can catch you up on what happened?"

"Fine. Fine. I'll just stand over here, screaming internally."

"You died, yes, but you are not a vampire. I am not a vampire, but I am not human, either. You might not remember about this, but years back, New York was a war zone."

"I kind of remember that, but I was in elementary school at the time and didn't really pay attention to it. Plus, my aunt and uncle tried to keep me from looking too much into it. They were scared."

"And rightfully so. If there ever was a zombie apocalypse that would have been then. Of course, it wasn't exactly zombies, just an infection called BLACKLIGHT that took over people's bodies. They were still alive, in a way."

"How do you know all this?" Peter tried to ask him, but the man shushed him with a question of his own.

"Now, tell me, does the codename "Zeus" mean anything to you? Have you heard it during your time "

"No, should it? I know that Zeus is the god of the sky from Greek mythology. I know Thor, though. He talks funny, as if he's stuck in a Shakespeare play."

"I guess they keep Zeus and everything related to that kept under tight security. The government wouldn't like their dirty little secrets getting out, now would they?"

"How do you know about it, then?"

"Because I was there. When New York was crawling with the infected, I was in the thick of it. I saw the virus when it was first release. I saw Elizabeth Greene escape from custody to wreak even more havoc upon the city. I even saw the nuke that was supposed to wipe Manhattan off the map."

"Now that I remember. There was some giant explosion off at sea and the military said it was a training exercise gone bad. But how could you know all that? I'm not saying I completely believe you, but how do you know all that and not die during this so called infection?"

"Because I was Zeus."

"Is that supposed to mean something to me or-"

"I am the virus embodied."

Peter shrunk back from him, pressing himself against the wall, "Um are you going to make me a zombie?"

"Already have. How do you think you're alive again? Of course, I made it so the virus would just bring you back and not consume your entire body. Who knows, you might have some nice side effects thanks to the new addition to your body."

"Woah, woah, woah. Stop."

The man looked at him expectantly, drumming his fingertips litghtly on the table he was leaning again. Now that Peter saw him leaning against something, his own legs were telling him that sitting down on something would be best. He shuffled over to the table he had been lying on and promptly pulled himself up onto it. He took a shuddering breath.

"The spider side effects were bad enough, but what exactly am I supposed to expect from these ones?"

"Who knows? Maybe you'll be able to do this?" And as Peter watched in horror, the man's arm changed into a gigantic blade, "This thing's sharp enough to slice through cars and cut through tanks. Sure came in handy against giant creatures back during the infection. But I don't know what you'll be able to do until you figure it out. It could all be spider related with you."

The man's eyes met his and Peter felt a chill run down his spine as the color of his ice cold eyes seemed to shine under the hood of the leather jacket he was wearing. They also seemed to have a red glint to them, like blood.

"You want more proof of this infectious outbreak?"

"Yeah, I suppose. I won't believe you otherwise."

"Okay, then. Gather up your strength and lets get moving."

"I don't think that's possible. My legs feel like they're going to give out when I stand up. Could we do this tomorrow?"

"It's either we do it now, get it over with, or you sit here for another day in this abandoned hospital. You take your pick."

"Well, when you put it that way," Peter slid off the table, hobbling over to the man, "What should I call you, by the way? Do you have some super-whatever name? Or is that Zeus?"

"Just call me Alex Mercer."

"That's strangely… normal."

"It's not my name, it's just the name of the man whose form I take."

"So you have no name?"

"No, just that codename."

"So can I call you No Name?"

"No."

"Aw, come on!"

"Kid, I can put you back right where I found you."

"Point taken," Peter's strides were getting stronger now as he managed to keep up with Alex's longer gaits, it seemed that all he needed to do was stretch out his muscles a bit, rub away the pain. The building they were in was indeed an abandoned, rundown hospital and creepy at that. Most of the rooms they walked past were pitch-black and the hallways weren't much better off.

When it came time to exit, Alex just moved a board away from a broken window and crawled through the hole. Peter wasn't quite sure what he had been expecting for when they left the building, but it had definitely been more than a shattered window. Maybe a door, perhaps? A door would have been nice, really. Plus, it didn't come with the chance of getting some horrible disease from being cut on something on the way out.

Peter followed a little more slowly, wary of the broken shards of glass still stuck in the frame and littering the ground outside. They hopped over a chain link fence and immediately Peter recognized the area as a rundown place of New York that had been abandoned after that flood nearly wiped out the entire city. It was night outside, but the sky was lightening. The sun was sure to be up within a few hours or so.

"So… where we going?" Peter asked hesitantly, tapping his fingertips together as he followed behind the older man.

"There," he simply replied with, pointing down a street. Peter peered down the dark street, not sure what he was supposed to be seeing. Was there some information in all the trash strewn about? Maybe some top secret files someone had carelessly dropped on their way home from work when they took the long way home. But then he realized what Alex was pointing out, a shadow stretching out from the water. The Triskelion.

"Woah! Timeout, Mr. Crazy," he threw his arms up in the air and could have sworn he saw Alex twitch at the nickname, "In case you've forgotten, S.H.I.E.L.D thinks I'm dead. I can't just walk in there waving at people, saying 'hello,' and just generally existing on the same ground. They'd shoot me on the spot. Trust me, I've seen them gun down things that they just don't like. It's like they're going Trick or Treating or something."

"Dully noted," Alex growled and continued walking.

"No, don't just 'dully' note it, 'sharp' note it-"

"That makes no sense."

"I don't care if it makes no sense, because it sure makes more sense then walking into the Triskelion like this!"

"Who said that you were walking in like this? I can get a disguise easy enough, but you're weak and I'm not exactly sure what you can do with what I gave you."

"Oh, you mean you mean we're going to steal some uniforms or something?"

"Yeah, 'or something.'"

Peter didn't really like the sound of the way Alex said that, but he scurried after the older man, trying to make sure that he stayed hidden, not that he needed to, with nobody around at all. If what Alex had said was true, then he was probably hiding, too and, if he had managed to pull all this off without alerting S.H.I.E.L.D., which seemed to have eyes everywhere, then Alex was pretty good at getting around without being noticed. Now that he thought about it, that probably had to do with his 'or something.'

"Stay here," Alex commanded and Peter stopped without really thinking about it, standing behind an overturned dumpster.

When Alex started to walk away from him he called out, "Hey, wait! Where are you going?"

"Just stay here and wait until I get back," he paused and turned back, "And stay away from the water for safety for now. The virus doesn't really like water all that much."

Before Peter could ask him if that meant showers were out, the man jumped away, sailing over a building with ease and he had no choice but to wait it out. At first he just sat down, but upon inspecting just how disgusting the alleyway really was, he got back up, brushing off the back of his clothes. The less he tried to think about how crazy everything was, he was back from the dead for God's sake, the more he started to think about Alex's arm turning into a blade. What if he could do that as well? It would come in handy some times, but it was also a weapon and he wasn't that fond of weapons.

He concentrated, staring at his hands, just willing, daring a blade to appear until he felt like he was going to have an aneurysm. He stopped and let out a deep breath, flexing his hand and letting it drop back down to his side. Maybe Alex had been right and his powers were spider related. Maybe he could sprout six more arms? He flexed his back and tried just that, straining his back muscles until he felt them start to spasm. He let out a sigh and drooped forward. So maybe he couldn't sprout more arms.

"Don't strain yourself. It comes easy, with just a thought, not a broken blood vessel," an unfamiliar voice said behind him and he whirled around, ready to kick some ass. A S.H.I.E.L.D agent stood behind him, leaning against the wall, hands wrapped around a gun. The man seemed completely relaxed, not put off at all that Spider-Man, the dead Spider-Man, was right in front of him. But, now that he thought about it, what he had said didn't make sense unless…

"Who are you?"

"What? You don't recognize me unless I have my own face on?"

"That's generally what faces do, help people recognize each other."

The man seemed to quiver, tendrils moving all about his body until Alex emerged from the mess, his body back to normal, but the gun still clutched in his hands. Seems that didn't come with the getup, it was an add on.

"Now are you ready to go or do you have to get used to my new face for a bit," he morphed back into the agent.

"Has anyone ever told you that you have a really dry sense of humor?"

"Yeah. Myself. Multiple times. It just kind of develops on its own when there's no one but yourself to talk to most of the time and your life has been shit, with people you care about dying left and right."

Peter wanted to ask more, but he knew now wasn't the time, "So, what I'm I doing to disguise myself?"

"You're not disguising yourself. You're sneaking in. I'll help you, of course, but getting through the ducts and where ever else is all up to you. Just don't trigger any alarms because I won't be able to help you there. I'll have to shoot at you like the rest of them. The virus should be able to keep you alive much longer than a normal person, you'll be able to take bullets to vital organs and your body will repair itself. Take too much damage, though, and you will die."

"So like a video game?"

"…yes, like a video game," he seemed unimpressed and Peter was beginning to wonder just why this man had decided to bring him back from the dead. Out of all the people in the world, why had he chosen him? But that would just have to be another question to throw in the question jar for another time when they weren't about to sneak into a highly secured government building with a possibility of death on the side.

"By the way, how did you get yourself to look like that, while we're on this whole 'sneaking in' topic?"

"You don't want to know."

"Oh, but I really, really do."

"No, you really, really don't. Now, come on, lets move. The day is wasting away the longer we stand here. If we're lucky we'll be able to go in when they start changing shifts, a small time of confusion and change to help us along the way."

He started walking, then, giving Peter no chance to try and stall this anymore. As they walked, he stripped off the nice suit he had on, throwing the jacket to the side. Alex spared it a sideways glance, but decided to ignore it. He probably wanted it to be destroyed, with all the blood that was on it. But, he figured, who would be looking for it and why. Unless, he screwed up and was seen. In that case, maybe they would be looking for something, some kind of evidence that he was still alive and that jacket would do just nice for a sample of DNA.

Alex was moving faster now, running at times and jumping effortlessly over abandoned cars and other objects. Peter followed closer behind him, though found it difficult to jump over the higher objects… like buildings. He just walked around those while Alex leapt over them. Alex was waiting for him after another building, looking at him.

"You can jump high, can't you?"

"Yeah, I could jump pretty high before I died."

"You could probably jump higher now if you tried. You might need to build it up for a while, but eventually you should be able to jump over buildings like these with ease."

"Yeah, well that's for another day."

"By the time we actually get where we're headed it will be another day."

Peter pursed his lips, "Fine, I'll try, but no promises. Also, don't laugh at me when I inevitably fail."

"No promises. Now imagine getting to the top of that building. You have to think about it, envision it in your mind and send power down to your legs," Alex crouched down a bit, "And then just push off, letting that power out, into the ground and fly."

Alex did push off then, even cracking the ground from which he had pushed off, flying easily to the roof. He die a little flip and landed on the edge of the roof, staring down at the boy. His gaze could be felt even from way up there, his haunting gaze that seemed to see more than what was actually visible. Peter looked up at the area next to Alex, concentrating on his legs, trying to imagine what Alex had told him to. It was like something shifted inside him, he could actually feel like his legs were ready to do just as Alex had done.

He pushed off and soared higher than he had ever gone until he faceplanted into the wall. He groaned, peeling himself off the brick wall and just climbed up the rest of the way like old times. Alex wasn't laughing when he pulled himself up, but the edge of his mouth was quirked up in a smirk and he looked genuinely amused.

"Well, let's get moving, hop from building to building. You should be able to make those jumps, right?" He didn't even wait for an answer, he just jumped to the next building, only sparing one glance back. Peter had no choice but to follow. He found that Alex was right. He was able to clear this amount of distance easily.

"Where are we heading, by the way, if the virus doesn't like water. The Triskelion is kind of in the middle of the water, being an island and all."

"And that's why we're headed over there," Alex pointed over at a helipad. One of S.H.I.E.L.D.'s helipads, to be more exact, "The guy I'm dressed as is due in five minutes to drive one of the helicopters over to the island. No passengers, no nothing. Except for you, of course. You'll be my only passenger."

"Why does that man have to do that?"

"They just need a helicopter over there and they have their own pilot waiting over there, someone more reliable than just a normal man, most likely. Perhaps one of their higher agents. Point is, we have a way in, but no way out, so don't screw this up. When we leave, we want the element of surprise, we don't want them to know we're there until we're already heading off into the sunset with one of their choppers, all right?"

"Got it. Stay hidden, keep my remarks to myself, and find a bathroom before things get shot to hell. I think I can do this."

"You better," Alex growled, though the scariness was lost with the fact that he wasn't himself. There wasn't much scary about the man he had picked, just a regular middle aged man, still with a full set of hair, and muscles that didn't seem that threatening or even strong.

"Ready?"

"As ready as I'll ever be," Peter replied, before smiling, "I'm going to break into S.H.I.E.L.D.'s headquarters. This is going to be so awesome!"

Alex sighed and motioned for Peter to stay put, heading out toward the helicopter. He watched as the man flashed a badge and was permitted past, toward the helicopter. Alex glanced back, making a small motion for him to follow and Peter crawled forward, sticking to the shadows as he moved stealthily past all the cameras and guards. As he passed an open door, he paused and peered inside, feeling excited when he saw uniforms hanging up inside. Alex could wait a little longer couldn't he?

The idiot was late. Alex drummed his hands against the controls in the cockpit. Where was the little spider and why was he taking so long to get there. No commotion had risen, so he hadn't been found yet. But Alex was starting to get odd looks from the other workers out on the other helipads since he hadn't started moving yet. He glanced down at the watch that was on the man's wrist. He was supposed to have left minutes ago. S.H.I.E.L.D wouldn't be happy about this. At all. He was pretty sure he had mentioned to Peter that he didn't want to attract attention to them, hadn't he? He sighed and reluctantly started up the helicopter so he could at least look like he was doing his job.

He heard the helicopter door slide shut behind him. Finally, the boy had arrived. He turned to harass the kid, but stopped at the sight before him. The kid had gone and rifled through people's lockers by the looks of it. He was dressed up like a worker for S.H.I.E.L.D., he had even thought to grab a hat to hide his hair and had somehow found a pair of glasses to slap on his face. All he needed now was a fake mustache and goatee to look like someone completely different, but he supposed those wouldn't have been readily available in a locker room for grown men.

"Would you believe that someone here has fake hipster glasses?" Peter asked Alex, pushing on the bridge of the glasses, "I honestly don't see why people wear glasses if they don't need them. As soon as I didn't need glasses anymore I chucked mine out and sang praises to the eye gods."

"Good for you, then, but now lets get going. We're late."

"Right, sorry," he mumbled, clambering up to the other seat in the cockpit, pulling down the headphones and placing them over his ears. He flashed Alex a thumbs up and the man growled a bit before lifting the copter up off the ground and finally heading toward the island.

Please review!

And, if more chapters are written, don't expect them to be this long. I honestly have no idea how I wrote this much.