*Chapter 1: You Call this a Fun House?*

This fic was originally based after "Agent Web", but I changed it so it's after the "Symbiote Saga" but in this, Scarlet Spider didn't supposedly "die" he did betray them, but when he crashed Octopus Island Spidey and the gang did save him. So, keep that change in mind.

Disclaimer: I do not own Ultimate Spider-Man; all rights go to Marvel/Disney, and that magnificent human being named Stan Lee.

Reticent: not revealing one's thoughts or feelings readily.

Being in charge sucked.

People like Dr. Doom, Goblin, and Ultron, and just anyone bent on world domination, were completely crazy.

Seriously, how is it possible to be so power hungry? Why in the known universe would anyone yearn, fight, scheme, and kill with everything they had just to be in charge? What was so great about leading and dominating? Commanding and ruling? It was a mystery that none of them ever cracked under the pressure. Thing is, sometimes it wasn't just New York, or America, or even a country or two they wanted to control. No, it was the whole. Entire. World.

Besides, how does someone just decide they want to own the Earth? Did life beat you down so hard that you think, "Know what? I'm gonna rule the world! That's right. Every single citizen, city, state, and continent will be mine. Ha! That'll show 'em!" No. No, it won't. Seriously, don't you have anything better to do with your spare time?!

Because if there was one thing Peter Parker couldn't stand, it was world-dominating wack-a-doos with questionable life choices, and being in charge of S.H.I.E.L.D Academy.

Alright, maybe that was TWO things.

Okay, so he didn't particularly hate running the Academy. It was fun sitting in the Director's chair, pretending to be the master of espionage and worlds greatest leading spy. But past the pretend and imaginary spy-games, and into the real workings inside SHIELD, it was not fun. It was stressful, and scary, and overwhelming, and soul-crushing. His teammates had looked to him for orders before, of course, because that was one of the many "perks" of being the team leader. But now things have been bumped up to a whole new, very scary level.

Because it wasn't just his team he was looking out for anymore. Now it was all of S.H.I.E.L.D Academy, which included its agents, guards, and staff. All those lives in his hands...people who had families to go home to, or wives and husbands. Someone they loved waiting for them to come back. The ones who were now looking to Spider-Man for answers and orders. Their very lives depended on the decision he made, which was a startlingly overwhelming load to carry.

He was just thankful that Dr. Curt Connors was there to share the burden with him because he was sure that if it was just him, he'd have cracked like thin ice under the pressure a long time ago. Even so, he still felt bad about sharing this weight with someone else, especially when that someone had dark bags under his eyes too and looked and trudged around like a physically exhausted zombie. But he was thankful for Dr. Connors no less.

And, after every long day while looking into the mirror at his soon-to-be-grey hair, wondering if he was running this organization down in flames and failure, he just had to face it. No one could run S.H.I.E.L.D like Nick Fury. He could think of no other person more qualified or capable of running the organization than their resident pirate-resembling director - who was also MIA.

But they had to try anyway, right? While Nick Fury was away keeping Madam Web safe from the Hydra's slimy clutches, he was depending on Spider-Man and Dr. Connors to keep everything under control and in order back at the Academy, which was something Peter Parker was going to make sure happened.

Which is also why he immediately objected when Dr. Connors ordered him to take the day off.

"You've been working harder than anyone on keeping the Academy running." The good doctor had said gently. "Take a break, go web-slinging, or – I don't know, try doing something normal kids your age do nowadays."

"You do realize there is absolutely nothing about me that could qualify as 'normal', as you say." Peter argued, adding finger quotes around the 'normal' part.

Connors had simply rolled his eyes. "Well try."

Peter, naturally, continued to argue that he had responsibilities to take care of and couldn't leave the doctor alone to finish the paperwork himself, going as far as webbing himself to the chair. But Connor's, the clever one-armed genius, called in the group that new most about keeping him occupied, drawing his attention, and getting out of webbing. The Web Warriors. All of who quite literally dragged Peter out of Director Fury's office, still webbed in the chair, and into the awaiting Spider Jet.

Then, after much fighting, threats of mutilation, a wheely chair into the wall, and a merry cruise across the bay, here was Peter, now turned Spider-Man, being forced to web-sling around New York by his once loyal team.

Kid Arachnid and Agent Venom were swinging on either side of him like a couple of determined teenage sentinels. Iron Spider flew above to make sure Spider-Man didn't try to lose them up high, and Scarlet Spider was below, making sure he didn't drop and make a desperate run for it.

Any other day, Spider-Man would've loved to be out swinging. He'd soar around the skyscrapers, flips, and twists for the tourists a few times, and invent new moves that made cool poses that the Bugle tried to manipulate into new, conniving acts done by New Yorks #1 menace. But right now, all he could think about was the piles of paperwork he left with Dr. Connors at the Triskelion.

"Come on Spidey," Kid Arachnid piped up when the mood didn't lighten on its own, "Stop glooming and have a little fun," he did a fluid mid-air flip to emphasize.

"I don't think 'glooming' is a word." Spider-man blandly pointed, watching as Kid Arachnid's flip fell gracefully backing into an effortless swing.

"Yeah, you've been cooped up in that office for so long." Agent Venom continued in agreement with Kid Arachnid. "It's okay to just sit back and chill sometimes."

Detecting conversation, Iron Spider flew in closer, "Got to agree with them both," he said. "You've been tense lately."

Spider-Man rolled his eyes with an unbelieving scoff. "Tense? Dude, I'm not tense!" He lingered into silence, the timidly asked, "Do I really look tense to you guys?"

They gave him a pointed look.

Iron Spider maneuvered himself so he was flying backward in front of Spider-Man, and after a moment said, "A body scan indicates that you're sleep deprived, under stress, and lacking proper nutrients."

"You got all that from a body scan?" Spider-Man demanded, raising an eyebrow.

"Not the point," Iron Spider sighed. "You need to stop stressing over everything and relax a little. It's not like the apocalypse will start if you take a breather."

"Well, then you definitely won't know what it's like to be me," Spider-Man said, sad by the fact that he actually meant it. "It'll happen," he added, pointing an ominous finger at Iron Spider. "It always does."

Iron Spider rolled his head, an obvious masked eye-roll, and returned to his silently-proclaimed position above. As they continued their little trek through New York, Spider-Man made sure to keep a crime-fighting eye out for trouble - who knows what could be looking in the alleys near Broadway. But, after several minutes of peace and tranquility, he took a slightly exasperated breath and gestured with his free arm the way a motorcyclist might if he was turning into a new lane. The team acknowledged it and turned, pausing their web-slinging to rest on a building. Spider-Man hung upside from the balcony, welcoming the shade as cover from the sinister early-autumn sun. It's been uncomfortably hot lately.

Iron Spider hung from the side of the building using his long, skinny retractable spider-barbs. Agent Venom and Kid Arachnid hung upside down in a flawless copy to Spider-Man's, whereas Scarlet Spider stuck himself to the side of the building, the farthest from the group.

Spider-Man tried not to let it bug him.

Some time ago, Scarlet had betrayed him and the rest of the Academy by revealing that he had been a spy for the villain, Doctor Octopus, the whole time he had been staying with them. The whole thing had a been a huge, exhausting, soul-searching mess. A new Sinister Six was formed (and beaten), Ock had got his tentacles on the Anti-Hydra weapon and transformed the (already remodeled) tricarrier into 'Octopus Island', Peter's house in Queens was destroyed by said 'Octopus Island' (and rebuilt...again...), the Academy was practically annihilated (which happened quite a lot, to be honest), and to top it all off with a gross, rotten cherry, Doc Ock now knew that Spider-Man's real name was Peter Parker due to Scarlet unmasking him, and now Aunt May is in constant danger.

But it wasn't all doom and gloom. Yes, Ben betrayed them, but something changed in him too, and in the end, he switched sides again and helped defeat Doctor Octopus and personally saved Spider-Man and Aunt May. Scarlet had the one to crash Octopus Island in the ocean (where it belonged), but in doing so, nearly got himself killed in the process. Luckily, Spider-Man and the Web Warriors were able to find him and get him to Dr. Connors before his injuries got fatal.

But, if that wasn't enough already heaping on Spider-Man's plate, not long after that mess a whole new crisis sprung up. Long story short, Michael Morbius and Doctor Octopus were playing "evil scientist" and recreated the carnage symbiote which spread and took over NYC. Harry Osborn, also Peter's best friend, became Anti-Venom and - temporarily - beat Carnage. However, Mary Jane Watson, Peter's other best friend, became the Carnage Queen, and - well, it was still kind of a long story - but in the end, Carnage was defeated, and both Harry and MJ are safe and now know Peter is Spider-Man too.

Anyway, Scarlet was out of the sickbay now - after making a miraculous recovery - and still staying with the Academy...for the time being.

However, despite the fact that he felt horrible for what he did, the students were still very, very slowly warming back up to him. There were still bitter feelings, of course. An attack of that magnitude was bound to leave some scars, even for Spider-Man.

He didn't like admitting, but if Spider-Man was honest, he still felt wary around Scarlet too.

Okay, so maybe he got a little freaked whenever Scarlet walk up behind him. Maybe he felt an itch on his brain whenever someone touched his arms. Maybe he was a little cautious around water. Maybe he still woke up at night in a cold sweat, thinking his arm was still bent behind his back while a figure hovored behind him, pushing the tip of a barb in his back while the other had his neck. And maybe - just maybe - he still felt hurt and angry that Scarlet had attacked him and stripped him of his mask in front of one of his most nefarious foes. Still, despite that, despite all Scarlet's done, a part of him wanted nothing but to help his teammates find his way again. But another part of him was -dare he say - actually scared of Ben. It was getting hard to ignore the tingle of unease that parkoured up his spine whenever Scarlet looked at him, or the way his stomach twisted in a training session when Scarlet had his barbs out. Spider-Man figured that with time they'd settle, but these clashing emotions weren't going down easy. If anything, they seemed to be getting worse.

It was certainly easier handling paperwork than that annoying, tangled yarn ball of emotion.

But everyone had their knot of bitterness, and due to the cold glares and hostile behavior from the past few weeks, Scarlet's himself had withdrawn too. He didn't talk much at all anymore, got out of the way of people, and stuck in the back of the room so nobody would notice him. All traits of the old Scarlet, but somehow colder and more distant. He was slowly - very slowly - gaining back the Academy's trust, but this wound was gonna take a while to heal. Personally, Spider-Man was just happy Scarlet Spider stuck around help seal the wound. He needed a chance to prove himself again, and if anyone was going to give Scarlet a second-chance, it was going to be Spider-Man.

Hopefully, the teams would take it as a good example. He just hoped he wasn't making the same mistake twice.

"Why are you so willing to go back to work anyway?" Iron Spider asked with his arms crossed.

Spider-Man wrung his hands in his lap, "Just, you know, responsibility," he stressed. "Someone's got to get that paperwork done, and I don't want to leave Dr. Connors to do it all." He glowered at the innocent-looking spiders around him.

"Hey, even Doc Connors thinks you need a break." Agent Venom defended themselves. "So you're either going to have a lot of fun or I'm gonna make you."

"Oh-ho." Spider-Man teased lightly, "Is that a threat?"

Agent Venom crossed his arms in a serious manner, and almost fell from his perch. With a yelp, he wobbly steadied himself, but said, "You better believe it. And don't think that I won't," he jabbed a finger at his friend, "Because I totally will."

Spider-Man 'oohed' and raised his hands in self-defense, "Okay, okay, I believe you. I'm all fun and games now," then gave them a silly salute to show how playful he is, "See, I'm chill."

Agent Venom harrumphed in disbelief.

"So..." Kid Arachnid drawled when the silence stretched. "Whatcha guys want to do?"

They all shrugged,

Then Iron Spider perked up, "Oh, well, there's a new science exhibit opening downtown. It's about-"

"Okay, I'm just going to stop you there." Agent Venom interrupted with a shudder. "Rule #1: no museums or exhibits."

Iron Spider crossed his arms sourly and demanded, "Since when do we have rules?"

"Ever since you said 'new science exhibit'," Kid Arachnid said, shuddering with Agent Venom again.

Spider-Man, on the other hand, rubbed his chin thoughtfully, "I don't know" he smirked. "I haven't been to a science exhibit in a quite a while."

Iron Spider shot a victoriously laugh toward the other two, as Agent Venom and Kid Arachnid stared in horror.

"Ew!" they gagged.

"Let's leave all the science nerd stuff in the labs." Kid Arachnid suggested.

"I second that!" Agent Venom declared, pumping one hand defiantly. He glanced to the side and seemed noticed Scarlet Spider, who hadn't contributed to the conversation yet. Venom's reaction was instant. He tensed and glowered, the pressure on the web he held increasing tenfold. Still, Spider-Man was thrilled when asked through grit teeth "What about you...Scarlet?"

Albeit it was said a tad harshly, but Spider-Man knew that Agent Venom was having an especially hard time coping with Scarlet betrayal, mostly because out of everyone he was the one who saw it coming. But he was trying, and Spider-Man was grateful knowing that he was at least making an effort.

Scarlet reaction, however, was like that of a guilty man under the eye of an all-seeing jury. He shrugged stiffly and folded his arms tight across his chest as he leaned against the building wall, and didn't offer any other means of communication.

It was silent for a few seconds.

Spider-Man coughed awkwardly into his fist and quickly suggested, "How about a trip to Coney Island? I hear they got a few new rides."

"Good idea." They all, sans Scarlet, agreed at bit too eagerly.

"Let me just call the Spider Jet." Iron Spider said, tapping a few things on his suit gauntlet. Not long after the Spider Jet came soaring over to the spiders. It hovered obediently in the air in front of them while the boarding ramp lowered and waited patiently for them to climb inside. The group turned Amadeus, impressed.

"I've been working on some modifications to the Jet." Iron Spider boasted, puffing his chest a little. "Now it'll be at our beck-and-call, whenever we need it."

Spider-Man jumped onto the boarding ramp. The landing was smooth, without the so much as jostle or jerk from the jet.

"Hmm, nice improvements Cho." he hummed, bouncing on the ramp in satisfaction.

Iron Spider crossed his arms smugly. "Naturally," He smirked. "Now, are we gonna go or what?"

Spider-Man laughed as Iron Spider and Agent Venom to each other tightly, screaming shrilly as the rollercoaster gained momentum and went into a flurry of crazy loops and spins. Past their screams of terror, the teens on the ground could also hear. "OH MY GOSH THIS IS AWESOME!", "AHHH! I'M GONNA DIE!", and "DOES THIS SEATBELT LOOK SECURE TO YOU?" Kid Arachnid was laughing so hard, Spider-Man wondered if he was actually getting any pictures on his phone.

If he didn't, he could probably get one from the crowd of onlookers who had summoned themselves as soon as the Spider Jet touched ground. The crowd were giving them a wide berth, for the time being, but had their phones out and were snapping pictures and videoes to their heart's content. Most were tourists, Spider-Man noticed. Looks like they'd have a nice story to share with their familia when they got back home. The clicking and whispering became white noise though, something too familiar to really get bothered by.

Cackling as Venom and Iron Spider shrieked again, Spider-Man stuffed another tuft of cotton candy in his mouth and preened happily as it melted on his tongue. He glanced over at Scarlet Spider, who was sitting on the edge of the same bench picking depressingly at his own cone of fluffed sugar. Scarlet curled in on himself, and kept glancing idly at the spectators, fingers twitching nervously.

Spider-Man averted his gaze when Scarlet almost caught him staring and stuffed a thick wad of cotton candy in his mouth to avoid suspicion. But he glanced back at the other teen through the corner of his eyes, filling an uncomfortabe sense of guilt for Scarlet's mood. Which was actually irritating, but he didn't do anything wrong. He picked at his cotton candy and asked slowly, "So...what's up?"

Scarlet scoffed softly and turned away. "You don't need to act nice around me." He muttered, eye downcast. "It's not like I deserve it anyway."

Spider-Man froze, another piece of cotton candy hovering centimeters from his mouth. He lowered it to his lap slowly. "Of course you deserve it, Scarlet," he said. "Why wouldn't you? You crashed Octopus Island into the ocean, saved me and Aunt May, and helped us take down Zola."

"Oh, right." Scarlet snapped, his sarcasm biting and bitter. "Was this before I betrayed you, or after I revealed your identity to Doc Ock?" His fist crushed the paper cone as he glanced at Spider-Man, looking ready to hit something. Spider-Man felt his throat sieze as his heart punched at his ribs, suddenly frantic. Muscles tensed, fist clenched, Scarlet looked ready to lunge. Then he remembered the crowd of onlookers and sighed in dejection instead, looking away again. His fist softened and he tossed his uneaten cotton candy into the trashcan at his side.

Spider-Man didn't say anything for several seconds, to busy calming his heart to focus on words. Once he could breathe properly again and his hands stopped shaking, the guilt from earlier bled out and he grimaced. The dark image of Scarlet attacking him faded away into the slouched figure across the bench.

Come on, get it together, Spider-Man reprimanded himself sharply. That's not going to happen.

Taking a small, steady breath, he scooted a little closer. "Hey, you ended up doing the right thing," he said. "We all make mistakes Scarlet, but we learn from them too, and that's what makes you a good hero. Yeah, you made a mistake, but you accepted responsibility for it and stuck around anyway. You're trying to turn things around."

Scarlet folded his arms but tilted his head uncertainly. After a small pause, he shrugged and looked away, muttering "Whatever."

Spidey sighed softly. He didn't know what else to say to make Scarlet feel better.

His cotton candy was suddenly not looking as good anymore.

Despising the feeling of uselessness, he got up and stretched his body slowly. "Well, I'm gonna go and explore." He told Scarlet, forcing on a peppy tone. "If Agent Venom and Iron Spider don't make it past the Vertigo Tunnel, then I call all rights to Amadeus's lab."

Scarlet offered a half-hearted chuckle. "I don't think he'll agree with that."

Spidey smiled a little, feeling a little better, and dumped the rest of his cotton candy in the trash can too. Glancing over once more, just to reassure himself that Scarlet was going to be okay, he gave a little wave to the other spider and walked away.

Before leaving though, when Scarlet's back was turned, Spider-Man swiftly pushed a small button on his communicator, and across the sidewalk Kid Arachnid glanced down at his wrist device. He pushed the button back in affirmation and subtly moved so that Scarlet was in his line of sight.

Spider-Man could forgive Scarlet all he liked, but he couldn't just shrug off his betrayal like it was nothing. There were people he still had to protect, a team who had been hurt and were skeptical. Just to be safe, he made sure Scarlet was being watched at least 75% of the time. Spider-Man was about certain that Scarlet wasn't going to relapse into Octavius control, but there was no harm in taking precautions, and, honestly, it helped him sleep a little better at night too.

Walking through Coney Island while in suit was always an 'out-there' experience. While it definitely wouldn't be the first time he's ever strolled through the carnival for some Me Time, having civilians and tourists stop and ogle at him from ground-level never failed to both amuse him and set him on edge. He was a friendly neighborhood Spider-Man, but sometimes he couldn't tell who the Jameson supporters were in a crowd. But it was still hilarious to watch tourists gawk as he tried to pass off as a "normal" person. The actual New Yorkers, on the other hand, barely spared him a glance. Superheroes for the norm in the city, and whether he was the real deal or not, he could easily be passed off as a cosplayer.

That might not work this time though. The Web Warriors didn't really try to land discretely when they got to the amusement park, and it was natural that the adhesive touches, living goo, and highly expensive armor standing around a rollercoaster would attract a lot of people's attention. Besides, he was seen leaving the group and was barely a few exhibits way from the team before he was being mobbed by die-hard Spidey fans asking for an autograph, be it on a used, greasy napkin or oddly inappropriate places on the body. Camera's flashed and clicked from phones and there were voices coming from all sides.

"Spidey, I love you!"

"I'm you're biggest fan!"

"What are you doing here?"

"Do you really have six eyes?"

"I heard you have eight!"

"Can I have your autograph?

Of course, there were always the naysaying Bugle followers too.

"Get out of here you freak!"

"Menace!"

"What, you can't just let us have a fun day at the carnival now?"

"Jameson is right about you!"

"You freakish son of a bitc-"

Spider-Man stopped listening to them after that. He signed a few foreheads and napkins, before waving goodbye and swinging himself to the top of a sturdy carnival game. The crowd followed, but he tried to politely ignore them. To be honest, the attention left him preening. It used to be all Jameson-believers, but his growing appeal to the public was a delightful change. Sure, it got to his head sometimes, but he couldn't help it. He's been waiting for acceptance from his city every since the first negative report by the Bugle, and the fact that it might actually be happening soon was amazing.

But before the Spidey-merch and declaration of hero worship could get to his head, a cold shiver ran ominously down his spine and spider-sense tingled lightly along the base of his skull. He froze and looked over his shoulder, back at the crowd. He spotted a tight group of teenagers, no older than he was, pointing and yelling at him in excite. They certainly didn't look like threats. But judging by their spider-themed clothing, he had a pretty good guess that they were fans too.

So spider-sense alerted him to obsessive fans now?

That didn't sound right. Still skeptical, Spider-Man shot a web and swung away, much to the displeasure of the crowd. But even as he left the people behind, his spider-sense continued it's low hum. It wasn't going off in a way that meant immediate danger, but more of a low tingle that suggested unwelcome eyes.

He resisted the urge to look over his shoulder.

It's not like he was unfamiliar with being watched. It happened to him quite a lot, to be honest. Way too much, if he really thought about it. So much so, that sometimes spidey-sense didn't even pick up on it. Jameson set it off sometimes. Never in a way that indicated that the Bugle chief would descend from his high pedestal to give him a solid slap, but more to let him know that someone hated him enough to actual, possibly, be a threat.

Spider-Man paused on a closed ring-toss booth, looking back toward the rollercoaster that the rest of his team was near and contemplated going back – for safety in numbers and all that. But Connor's had been a little right, leaving the Triskelion for a breather was nice, and as much as Spider-Man liked being around his teams, there were times when he just needed to be alone. Ever since Nick Fury's disappearance, Spider-Man was almost constantly being peppered with questions from teammates and staff alike, despite Connor's handling the staff issues most of the time. Then there was paperwork that needed looking over, repairs, funding's, and bills. Yes, even S.H.I.E.L.D paid for water and electricity. Not to mention the actual spy-espionage reports and missions that should never be touched with immature, teenager hands. Those didn't often cross him anyway, going into a file archive that only Director Fury and Agent Coulson had access to. Given the fact that no international castastrophies have happened yet, Spider-Man figured the mission-report paperwork was being handled.

Point is, having some time alone was now a precious opportunity that needed to be savored.

Buuut...if there really was a threat lurking within the Coney Island, then he supposed he'd wan the team there to back him up when it struck. Sighing softly, he lifted his wrist to shoot a web, but paused as a stronger tingle thrummed his brain and something faint whispered in his ears.

It was quiet for a moment, aside from the loud buzz of the crowds which he shoved into background noise, then he heard it again.

A timid, "Help!"

It was so small and soft that even his sensitive ears almost didn't catch it. But if he strained his hearing and really focused, it was there again. This time more distinct.

Someone was in trouble.

Years of acting on impulse overcame him and before he could even think it through he was heading toward the faint cry. It was difficult traveling by ear, with all the people and games down below, but with a little focus and determination, he was barely able to pinpoint the plea's location.

It was an old carnival game. A trick-mirror fun house. Once upon a time, it was a brightly painted building with bright lights, swinging doors shaped like teeth, a red, faded railing that led to the entrance, a wooden sign with a clown, and the words "Funhouse" bolted to the side. But there was nothing fun-looking about this place anymore. It was boarded up now, with the walls chipped and the bright paint drained of its color, peeling slowly under the harsh elements. The place looked pretty dark and desolate, from - what was probably- years of neglect. But the cries were definitely coming from within, and judging by the few boards missing by the entrance, now lying scattered on the ground, and the small, nearly indistinct footprints smudged in the dust, someone was certainly in there.

Listening closer, Spider-Man could hear the pleas coming out louder, almost pained. They sounded young. Younger than he was. It made his heart twinge protectively, and he quickly tore more boards away, glancing over his shoulder. His actions went unnoticed. The place was abandoned and blocked off, far from where tourists strayed.

Once there was more space, Spider-Man stepped inside the building complex. The ground was scuffed and littered with empty beer cans, glass alcohol bottles, cigarettes, and small pill-baggies. Black marks, likely caused by firecrackers or other smalls explosions, scorched the floor at random. Looks like the place was quite a popular hangout for delinquents and drug-addicts. He tucked a note in his brain to come back later and put an end to any late-night shenanigans. When he inhaled, he immediately coughed the heavy stale odor of smoke and dusty air contaminated his lungs.

"Ugh." he groaned, sputtering weakly as he waved his hand around to fan the unpleasant air away. "Someone call Damage Control, we've got a code red." He put a hand over his masked mouth to keep as much dust away as possible and did a 360 to look around the entire room.

Light streamed in from the broken door and filtered lightly through cracks in the ceiling. Farther down the hall, where the first few mirrors appeared, it got darker. Kicking cans and bottles aside, he ducked into the shadows. Any and all light was quick to abandon the Fun House, and barely a minute in he could no longer see on his own, and switched his mask lenses to night-vision. A small hum purred lightly from the white lenses, then everything was bathed in green.

It was eerie and ominous, sprouting tendrils of unease in his stomach. But another call for help had him ignoring the green-tinged shadows and claustrophobic conditions and he purged onward.

Despite the fun house's deteriorated state, the mirrors within were still in excellent condition. A thick layer of dust outlined their smooth surfaces, with faded words drawn on top, ranging from mouth-washing swear words, to extremely inappropriate pictures, to cringy love confessions. Which only fortified his decision to put an end to the questionable activities going on inside.

As he passed the mirrors, his hand dragged along its smooth surface, pulling dust and lint with him and leaving long, finger-shaped streaks of clean, reflective glass in its place. Making a point to run his hands over the bad words and pictures, in particular, feeling a twinge of satisfaction as the horrible marks were sabotaged.

But he didn't spend a lot of time on the destruction of blasphemy, as the cries got louder with each step taken. He sped up his pace to a quick jog. The maze of mirrors kept twisting and turning, and with no real light he couldn't help but get lost a few times. Eventually, he ended up at a dead-end, with the cries louder than ever.

Spider-Man whirled around, desperation taking a turn at the wheel, searching for anything that could point him in the right direction.

"Hello?" he called, hoping to grab the victim's attention. "I'm here to help. Where are you?"

It was quiet.

Then, "P-please! Please, someone, help me!"

"I know, I know, just calm down. Tell me where you are!" he shouted, retracing his steps from the dead-end.

It was quiet for a few more seconds.

"I-it's dark. I don't know where I am. Please help me, I-I can't stand it here."

"I'm coming, don't worry," Spider-Man shouted. "Just – just stay calm."

The mirrors were tall, starting from the ground and connected to the ceiling, so there was no climbing up and searching from above, but he jumped on a mirror anyway. Nothing stood out. No marks or footprints. Fingers twitching anxiously, he jumped from mirror to mirror, eyeing the floor for clues.

There was nothing. Absolutely nothing. And it was beginning to get frustrating. In fact, it was suspicious.

Spider-Man slowed into a cautious crawl, and yelled, "Can you tell me anything about where you are? What do your surroundings look like?"

"D-dark...it's so dark and cold."

The anguish coming off the voice was heartbreaking, melding uneasily with his suspicion.

"Just stay with me," Spider-Man shouted, moving faster, "I'm gonna get you out of here."

He alternated from jumping from mirrors and swinging by web. He was deep into the funhouse when it dawned on him that the mirrors were gradually getting cleaner and cleaner, as if someone had gone in and washed only a select few. He slowly halted in his steps, eyes narrowing. He stepped forward once, twice, and squinted into the darkness.

This was weird.

He took a hesitant step back and reached up to tap his wrist communicator. But no sooner did he lift a finger did brutally blood-curdling shriek blast the silence.

"NO! LEAVE ME ALONE! PLEASE, I-I DIDN'T DO ANYTHING! P-PLEASE! HELP! SOMEONE HELP ME!"

Panic grabbed at his limbs and every hero-instinct had him running forward, heart pounding and adrenaline saturating. The screaming got louder, urging him to go faster, and when it wasn't fast enough, he switched to swinging. The mirrors became a blur as he followed the shrieks, a nervous sweat slicking his hands and forehead.

Finally, FINALLY, the corridor widened into a room and he saw a figure up ahead. The closer he got closer, the more defined it became. Whoever it was, was shaking, choking on sobs, and breathing heavy. It...or she, it turned out, was hunched over like someone had sucker punched her in the gut. Spider-Man sighed in relief. From where he was, she didn't look hurt. Only terrified.

He landed next to her. Her ratty blonde hair looked like pale, knotted webs in the night vision, strewn across her shoulders like cobwebs. She was still crying, disregarding his presence even when he knelt next to her.

"I'm here, I'm here," he said, softly putting a hand on her shoulder. "Are you hurt? Do I need to get you to a hospital?" But the girl ignored him as if he wasn't there at all.

In fact, she sobbed louder. "Help me! Please help me!"

Every muscle of Spider-Man's halted. "I'm - I'm right here." he said, "I'm gonna get you out, but you've got to tell me what's wrong." The crying continued. His fingertips felt cold. With cautious movements, he brushed his hands over her shoulder and realized there was something wrong with her texture. She felt real enough, but her clothes, her skin, was unnaturally cold and...hard?

Slowly getting to his feet, Spider-Man backed up a considerable distance from the girl with regret pooling in his stomach.

"Okaaay, this is creepy." He said, eyes darting nervously. Something definitely wasn't adding up, and the girl and mirrors were just a part of the equation. Another glance around had him noticing that EVERYTHING was clean. The mirrors, the floor, all of it spotless and pristine. He pushed a button on his communicator, alerting his team to his whereabouts. He felt absolutely stupid for not calling them before and was mentally beating himself for such a senseless, careless act.

"Web Warriors, I think I may have stumbled into some serious trouble, and I might need your help. So, requesting backup...please." Spider-Man said into the communicator, but all that came back was static fuzz.

"Hello?" he repeated, tapping the device. "Agent Venom? Iron Spider? Anyone there? This is Spider-Man requesting backup. I need your guy's assistance, like, right now!"

"Your team can't hear you." a voice chuckled, and Spider-Man jumped, immediately falling into a defensive as his eyes scoured the room. "Signals are jammed," the voice continued, resonating from all sides, "and the poor little spider is all alone."

Spider-Man recognized that voice – how could he not? Anxiety still addled up the ridges of his spine, but he straightened and forced a bored sigh, "I should have known this had you're slimy, metal tentacles all over it, Doctor Octopus."

"Very good Spider-Man," Otto cooed sarcastically. "Or, may I say, Peter Parker."

Spider-Man tensed again. Yes, Doctor Octopus knew his secret identity, and to be honest, he had actually forgotten about that in the spur of the moment.

"Oh yeah..." he mumbled, rubbing his neck uncomfortably. "I was hoping you conked your head getting out of the shower this morning and forgot about that little fact. Heh, silly me."

"How could I forget such a crucial piece of information?" Otto preened from whatever hidey-hole he was looming in, already sounding pleased with himself.

Spider-Man shrugged, "I guess you're right. I mean, I doubt you even take showers anyway. Which, let just diverge off topic for a second, but how do you get clean? Is there, like, some self-washing system built in you're tentacles? Do you get sponge bathed?"

"Are you telling me that you think about me getting clean," Otto said, and Spider-Man blanched and held up a hand.

"Nope, you're right. That is an image I really don't need in my head. Buuut, considering that personal hygiene is a very important, private thing, I won't question your cleaning process as long as you never, ever say my name again. Deal?"

Doc Ock chuckled, unamused, from the shadows. "Highly unlikely."

Spider-Man could perfectly imagine the sneer on Otto's face. It was irritating. "Well, I think it's a pretty solid deal." he sniffed, folding his arms in stubbornness.

"You know, Peter," Otto said just to spite him, "I'm surprised with you. Haven't recognized where we are at right now."

Spider-Man shifted his stance a little, glancing around the room again. So, he's been in a fun house with Ock before? If that wasn't a peculiar thought. He whirled around again, more theatrically this time, taking in his surroundings with a broad sweep of his arms, before rubbing his chin thoughtfully.

He surveyed the mirrors and shook his head, "Uh...no. No, this place doesn't seem to ring any bells. Are you sure it wasn't the dunk tank? Cause I'm pretty sure I've dunked you a few times. And by dunked, I meaning completely beating your cephalopod butt!" his arms exploded into a wide 'buuurrrnnn!' stance.

Otto seemed, by far, less amused. If that were possible. "This is the place where I first managed to catch you," he elucidated, sounding like an exasperated teacher explaining a very simple problem to a child. "Today, in fact, was the very date of when we first met."

Now how the heck does he REMEMBER that?! Spider-Man thought, I can hardly remember what I ate this morning. But cocked his head to the side, cooing loudly, "Awwwwww, so, this is like our anniversary? Honestly Doc, I'm kind of surprised you cared enough to remember our first official hero/villain meeting. It just warms my little hero heart." He smacked a hand over his chest.

His antics were not appreciated as much as they should've been.

Ock growled from his knucker hole, demanding, "Do you think this is a game?"

"Of course not!" Spider-Man said, crossing his hands in a 'no way' gesture. It was quiet for a beat, then he tilted his head and nodded innocently, "Okay, maybe a little. But, hey, poking fun at you bad guys is what keeps me going."

"Not for long," Otto snapped back. "I left you a little present."

A shot of spidey-sense shot up his spine and Spider-Man tensed. His two middle fingers lightly stroked the trigger plate to his web-shooters, not enough to fire, but enough to calm his nerves.

"Aww Ock, you didn't have too," he objected in a fun, light tone, despite the coils in his muslces and taut lines in his back. "I mean, I didn't get you anything, and I'd just feel bad taking something from you when I've got no anniversary present to give back." He lowered himself into his familiar crouch. "Oh, but wait! I know what I can give you," he continued happily. "A paid vacation to... a S.H.I.E.L.D prison cell! I hear it's absolutely lovely this time a year, and they serve lasagna for dinner every Friday!"

Otto chuckled again, this time actually amused. It went inauspiciously quiet for a few laborious seconds, then, without warning, all the lights in the room flashed on at once.

Even with his night vision on, the sudden brightness left Spider-Man instantly blind as he shielded his sensitive eyes with a shout, rubbing at them from behind the mask fruitlessly. Spidey-sense tingled again, but being too preoccupied with his burning eye he could barely notice.

When he straightened up, blinking frantically to get the dancing black and yellow spots out of his vision, he saw something flying at him. There was a sharp hit to his middle and he went flying through open space, where seconds later he was hitting into a mirror roughly. The glass cracked under the pressure and rained down on him when he slumped to the ground. Groaning throatily, he pushed up his knees, then onto his feet. Spidey-sense buzzed, but this time he was expecting it and flipped up onto an intact mirror.

"That was a nasty trick," he commented from his safe(ish) perch, blinking the remainder of the dots away. Switching the lenses back to their normal setting, he looked down, expecting to see Otto leering below. Instead, the sobbing girl was at her feet with her fists up.

"Wha'?" Spider-Man muttered, hurtedly rubbed his bruised middle.

The crying and wailing noises were still emanating from her, only the girl's mouth wasn't moving. Her jaw was set straight and her eyes were cold and emotionless.

Otto laughed. "You thought you were saving an innocent," he mocked. "Unfortunately for you, you're not very bright," his tone turned airy and humorous, "It's so easy to catch a hero. All you have to do is dangle an innocent in his face and he'll come crawling to you."

"Funny thing is," he continued with a wry tone. "She's not even real."

There was a metallic whirr and the girls muddled image went fuzzy and disoriented. Like an old TV screen. Her appearance flickered, then dropped to reveal an LMD.

Spider-Man's eyes widened, "A Life Model Decoy?" he staggered. "Where - where in the world did you get that?"

"S.H.I.E.L.D Academy," Otto answered indifferently. "It's amazing how forgetful people can be when two all-powerful rulers of the universe start a game. It's only purpose was to lure you in here, nothing more. It can't even be fully reprogrammed." There was a bright spark and LMB suddenly jolted and its metal body clattered to the floor. The wails slowly died off, its volume deepening and fading till it stopped altogether.

Otto must've gotten his hands on an LMD during the Contest of Champions, perhaps around the time the Collector was fighting the Grand Master. Spider-Man tried to act nonchalant as he slowly inched toward the exit.

"You stole an LMD, huh?" he said, stepping over the cracked mirror, "I don't think Nick is going to like that very much. He's very sensitive about his stuff. I mean, he snapped his eyepatch when you and Hydra took over his tricarrier. Now that you stealing his LMD's..." he tsked. "Man, I'd hate to be you right now."

He was almost to the exit when the metal door slammed shut with a hiss, cutting off his way out.

"Going somewhere?" Otto asked.

"Aw come on!" Spider-Man shouted. "You upgraded a fun house? Seriously? Come on Ock, how much free time do you have?"

"Enough to find an effective way to finally take down a nuisance," Otto snapped. There was a clunking sound and another hiss, and this a mirror lifted away and he came clanking in, in all of his bald, metal-bodied, tentacle glory. Spider-Man eyed the mirror exit appreciatively, right before it shut and locked the two in again. He tried to hide his disappointment.

"So..." the hero drawled slowly, fingers drumming on his thigh as he searched for another exit-point. "Feel free to break out into a villain monolog any time you want. I won't mind." His answer was a metal tentacle aimed for the head.

Vaulting off the mirror, he flipped in the air and landed on the opposite end of the room. "Okay, I get it. You don't feel like talking, yeesh. You could've just said so." The mirror he occupied shattered under another one of Otto's tentacle and sharp pieces of glass sprinkled the ground like illustrious drops of light.

"7 years bad luck!" Spider-Man told him. A tentacle came soaring again. Another mirror was lost in the struggle. "14 years bad luck!"

Crash!

"21 years."

Crash!

"28 years!"

"Insipid arachnid!" Otto seethed. "I'll show you bad luck as soon as I get you back to my lab!"

Spider-Man perked up, interest piqued. "Lab?" he parroted. "Wait a second, which lab are we talking about? Your underwater lab? Your Oscorp lab? The underground one? The sewer one? The warehouse one? The Hydra one?" he listed them all off his fingers. "Wow, you go through labs almost as much as I go through quips. How do you keep track of them all? Do you have a bad-guy day planner, or..." he yelped when one of Otto's tentacles grabbed his leg.

"Uh-oh,"

He was smashed him into the ground. There was barely any time for him to groan before he was lifted again and swung into a mirror, then another mirror, before being slammed into the floor.

Groaning weakly, Spider-Man squeaked a weak "Ow."

The shards under him cracked and splintered under his body weight when he tried to get up. A few pieces of glass embedded his back shifted, eliciting a sharp sting. "Ow, ow, ow, ow, ow." He chanted, hissing roughly. Four tentacles flew back into sight and grabbed him by the wrists and ankles, pinning him down. A few shards dug farther in, causing him to cry out hoarsely. His wrist communicator broke and sent a small electric charge running up his arm.

"Just you wait, Peter Parker," Otto snarled. "the pain you're feeling right now will be nothing compared to what you will feel soon."

Breathing raggedly, Spider-Man blinked tears of pain from his eyes. With every breath, his ribs seized sharply. Cracked, at the very least.

"H-have I ever mentioned how much of a creep you are?" he whispered breathlessly. Out of the corner of his eye, his wrist was staining red. The ground under him felt warm and wet, blood no doubt - that'd explain why he was feeling so dizzy.

Otto didn't answer. The tentacle holding down one wrist down let go and opened around the center, reveal a needle. Inside a questionable liquid sloshed around.

"I'll see you when you wake up." Otto chuckled.

The needle was plunged aggressively in Spider-Man's neck. He shouted and squirmed, flailing out with his free arm. Otto backed up and watched as he stumbled wobbly to his feet. He tottered a few steps, curling an arm around his sides. A part of him wanted to make a joke about already getting his shots, but his heart was beating too frantically to even consider a joke. He felt himself begin to panic.

He's been captured by many villains, but Otoo has always been the worst. He didn't care if he hurt his victims too badly, all the scientist wanted was Spider-Man's blood and body for science purposes. The hero was nothing more than a frog for dissection.

The edges of Spider-Man's vision rotted into a bubbling black, eating away his vision in an excruciatingly slow manner. As his eyes began losing focus and his heart began to slow, the last thing he felt was dozens of glass shards probing the nerves in his back, and the last thing he heard was the cruel laugh of the crazy scientist nearby.

The last thing he thought was: Why am I such an idiot?