(Coney Island)

"That was awesome!" Agent Venom smiled, pumping his fist a few times before his face contorted and he vomited in the trash can he was leaning over. Iron Spider stood next to Venom, holding his own stomach, and trying not to focus on Agent Venom as he blew chunks, as to not follow in the act. Kid Arachnid stood nearby too, patting his nauseated teammate's back timidly as he gagged from the smell and forced his own lunch down.

The crowds had moved in some, circling the small group and taking videos as Agent Venom up-chucked. Scarlet Spider had a good mind to keep a good distance away, arms folded and waiting patiently, painfully aware of what would be blowing up the internet for the next few hours. Super-hero activity wasn't hard to come by in New York. By tomorrow it'll be some hero getting tangled in a clothesline, or falling into a dumpster, and Agent Venom's Vomit Spectacular will be old news. Though he wasn't sure why Agent Venom puking would be news at all. People were weird.

"I shouldn't have had that eighth corn dog." Agent Venom moaning, having momentarily come up for air. The rest of the Web Warriors nodded in disgusted, sympathetic agreement.

"I think that's enough relaxing for one day." Iron Spider said, moving a safe distance from the toxic-smelling trashcan. "We can go back now Spidey."

It was quiet. Iron Spider did a 360 spin. "Uh…Spidey?" he called, then turned to the team. "Where'd he go?"

Agent Venom glanced off the rim of the can and shrugged, then convulsed and was back under again. Kid Arachnid pat his back timidly.

"He went off exploring," Scarlet Spider piped up from his spot. "Or, at least that's how he put it."

Iron Spider tensed, before his fists clenched, "Urg! The little weasel probable went back to do more work with Dr. Connors while our backs were turned!"

Scarlet resisted the urged face-palm. Of course. It seemed just like Spider-Man to slink off and finish his responsibilities, and Scarlet had just let him go. Not that he would've tried to stop him from leaving anyway. There were boundaries that he wasn't ready to cross yet. The team was edgy enough with him around, he didn't want them to think he was getting too aggressive. Agent Venom stopped heaving and stood upright, swaying slightly.

"Sorry," Scarlet said, rubbing the nape of his neck, "I guess didn't think that he'd go back to the Academy."

They all shrugged, though he didn't fail to notice the way the turned away from him. He shrunk back in his seat, wishing he hadn't spoken up at all. They were right to act suspiciously. He couldn't blame them.

"Whatever, let's just go and get him. He thinks we're done, oh no, I'm calling in the big guns now. Aunt May. Come on, we're going to make him go on every ride here, even if we have to web him to his seat." Iron Spider declared.

Agent Venom pumped his fist and shouted "OH YEAH!" before freezing, grumbling, and hunching over again. Kid Arachnid yelped and grabbed the trashcan.

"Not the costume, not the costume, not the costume."

Iron Spider winced, "I'll, uh, call the Spider Jet." Agent Venom gurgled incomprehensibly. "And I'll get Venom a puke-bag."

They were back to ignoring Scarlet. But that was okay. Even if they did converse like they used to, he didn't think he could do it. It was hard enough trying to fall back into the routine with Spider-Man, much less 15 more people. Besides, he didn't know what to say to them. He wanted a way to earn their trust back, but he couldn't figure out the trick to doing it with as little conversation as possible. So far he wasn't doing a very good job.

He didn't say another word as they all filed into the jet. Scarlet listened half-heartedly as the other three bickered amongst themselves, Iron Spider as he manned the jet, Kid Arachnid by him who was insisting it was his turn to drive, and Agent Venom behind them, clutching the mediocre popcorn bag Iron Spider acquired for him as a puke bag, complaining about sitting in the back. Scarlet sat in the seat farthest from them, gazing out the window where the crowds had backed up a considerable distance to let them take off. Scarlet shook his head in exasperation when he realized they were still snapping pictures.

The jet lifted into the air steadily before zipping over Coney Island, passing all the different carnival rides and games below. Tuning out the conversation up front, Scarlet tried to pinpoint little details below. A little boy who dropped his ice-cream. A group of Spider-Man fans, decked in t-shirts with Spider-Man's face huddling together and talking in fervish excitement. And that's when he noticed a dead-looking building, isolated from the rest of the games. He managed to pick out a faded clown face and the words: Fun House. He never did like fun houses, they always creeped him out.

He was glad when they left it far behind.


"What do you mean he's not here?" Iron Spider demanded, cocking his head aggressively to the side.

Dr. Connors sighed, putting down a paper he'd been skimming over. "Spider-Man is not here," Connors repeated. "Well, not in here anyway. If he did head back, then he hasn't come to finish the paperwork. You can try looking for him in the training rooms. Fitz and Simmons are down there working on a few upgrades."

"But I thought they did that already." Kid Arachnid said. "Remember, with the whole machine malfunctions and the disgusting lizard outbreak and..." he trailed off when Connor's turned a sharp look at him. "Uh, I -er, not that any of that was your fault. I mean, it wasn't. It was Rhino. So, so...um..." he waved for Connors to continue. "An-anyway you were saying?"

Connor's rolled his eyes. "Fitz and Simmons felt bad about that training-room malfunction, so they came back to do a 'proper' SHIELD upgrade. Spider-Man might've gone down there to help." he finished with an unhelpful shrugged and picked back up the paper. "As soon as you find him, tell him that if he pulls another disappearing act like that, I'm giving him the whole weekend off."

Nearby, Agent Venom tapped on his wrist communicator, trying to tap into the tracker installed in every member's comm. He scowled when nothing happened. "Aw man, I think my communicator broke." He whined. "Again…"

Iron Spider sighed and held out his hand. Agent Venom quickly snapped his wrist comm off and handed it over. Iron Spider clicked into the communicators setting, humming pleasantly as he worked, but after a moment his humming stopped and he turned the device several times in his hand.

"Your communicator is fine," Iron Spider notified, shrugging and handing it back. "There's nothing wrong with it."

"Well, it's not bringing up Spidey's coordinates," Agent Venom mumbled, fingering the device with a scowl.

"Spider-Man could've turned his communicator off," Scarlet suggested from where he was leaning against the wall. "So we wouldn't find him."

But Iron Spider had gone quiet as he looked into his own wrist device. "Maybe…" he muttered. "But even if it was turned off, the tracker would still work. If Spidey wanted to throw us off his trail, which I think is a bit extreme, he would either have to put his communicator somewhere for us to track, or just destroy it."

"I'm not getting a signal on Spidey's tracker either," Kid Arachnid added, now scouring is own communicator. "So, he destroyed it? That's going a little far, don't you think?"

Dr. Connors frowned, dropping his paper again. "But that doesn't seem like something Spider-Man would do. Especially considering how many times he's been jumped by villains in the past. Of course, he's accidentally broken plenty of times too, but…" the doctor bit his lip in thought. "Well, you better go see if he's helping Fitz and Simmons first," he sighed and picked up a report, shaking his head softly, " I swear, that kid is going to be the death of me."

The Web Warriors smirked in what could only be agreement.

"I think he's going to be the death of us all," Kid Arachnid chuckled but waved a small goodbye as they headed out of the office.

"And if you happen to see Spidey first, tell him that there will words!" Iron Spider added over his shoulder.

They headed toward the training rooms, asking fellow students or members of the staff if they've seen Spider-Man as they went, ignoring the growing feeling that something was terribly wrong.


Why didn't my alarm clock go off? Spider-Man groaned, twisting away from the sunlight peeking out his window. He tried to turn over and paused.

Why am I strapped down?

His eyes flew open, only for him to hiss and squeeze them back shut as a bright light struck him with blindness. He tried moving his arms again, to rub the black spots from his lids, but they stayed stubbornly pinned to his side.

The illusion of being at home, in bed, tucked into his blankets, shattered.

His head felt like a nut Monkey-Joe tried to crack, and when it had finally split, and nothing of value was inside, it had been hastily filled with cotton and clumsily sewn back shut. Almost as bad as his tongue, which was dry and had a thick taste that was absolutely awful. His throat was dry and itchy too. The after-effect of sedation was honestly one of the worst experiences.

Spider-Man's eyes flew open. Mirrors. Doctor Octopus. Sedative. It all came rushing back to him, seeping from the stitches in his brain and making his headache worse. He blinked the dots from his eyes rapidly, trying to adjust to the harsh lighting. Panic tugged at his muscle cords and he tried getting up again, only to be reminded that - oh yeah- he was strapped to a medical table.

Now that he could see a bit better, he glanced down at the thick metal cuffs locked tightly around his wrists, ankles, thighs, biceps, and chest. He was effectively immobilized.

"Gosh," he muttered, pulling harder, but his arms and legs remained appropriately stuck. "Ock really over did it."

When it was clear that he was going nowhere, he gave up on the cuffs and plopped down, wincing when his head smacked the table sharply. His headache grew.

"Well, if our patient isn't finally awake," a voice chuckled off to the side.

Spider-Man perked up again, lifting his aching head again, now noticing Otto who had been standing silently by the wall.

"Were you there the whole time?" he demanded, voice cracking slightly as his vocal muscles warmed. He shuddered. "That is creepy."

"No need to hide behind your pathetic jokes wall-crawler." Otto refuted, moving away from the wall and more into, what appeared to be, his sewer lab. Which rightfully explained the horrible smell. "I can tell you're scared."

It was then that Spider-Man noticed the ever familiar red, black-webbed mask dangling from the pinched fingers of one of Otto's tentacles. His eyes widened of their own accord, and his hand instinctively went up to touch his face to see if it truly was his mask. But thanks to the cuffs, he was left pulling on his restraints fruitlessly. Otto chuckled in amusement, bringing down a blank monitor for Spider-Man to see himself in.

The surprised and disheveled face of Peter Parker stared back at him.

"Hello, Peter Parker," Otto smirked, pulling the monitor back.

Spider-Man – no, it's Peter Parker now – stared back at the scientist in poorly concealed panic. Sure, he'd been scared earlier. Waking up in Doctor Octopus's lab does that to you. But now Peter was completely terrified. Not only was he strapped down, and completely vulnerable in front of a person who hated his guts with a passion, but his mask was off and his identity laid out flat in front of him.

All those other times in Otto's lab, Peter had at least had the defensive layer of his mask. That and his jokes were last means of protection he had for himself in dire situations, and one of them had been stripped from him.

"Aww," Otto cooed insultingly. "No jokes? No quips? I'm surprised. Can't say I'm disappointed though."

Momentarily overcoming his panicked, Peter scowled. "Joke? Why tell a joke, when I'm looking right at one." He retorted.

"There's the fiery, annoying bug that I hate." Otto sneered and briefly turned around to type on a screen that had been bolted carefully on a sewer wall.

"Arachnid," Peter muttered sourly back. But with Otto's back turned, he took the moment to scan his surroundings.

It was definitely the sewers, but it was the cleanest sewer cavern he's ever seen - which still wasn't much. Computers, screens, and monitors lined the wall, some older editions, and other's state-of-the-art equipment, all seemed to be in a working state. Tables and cupboards were hastily put in, almost overflowing with science equipment, chemicals containers, and powders in vials. The lights weren't even properly installed fixtured, but a series of bulbs hanging from individual wire's. A few popped and sputtered, and one at the far end flickered on and off at random. The walls, the floor, and the ceiling were made up completely of concrete. There were no sewer channels running through the room, but he could smell them as bad as if it was standing right in front of him. All in all, it looked like someone started cleaning up the place, got lazy, and did only half the job.

He was thankful he'd turned that hotdog from the carnival vendor. He grimaced and squirmed, trying to palliate the dull ache spreading across his back.

"So…how's your employment with Hydra?" Peter asked pleasantly, still wiggling to find a weak spot in his restraints.

Otto scoffed with his back still turned, "Hydra," he spat the word like a piece of the mold growing on the sewers walls had somehow gotten into his mouth. "A worthless excuse of an organization. They think they're so powerful. They are nothing!"

Peter stilled, cocking his head to the side."Gosh Ock, I didn't realize you hated Hydra so much. Looks like we have something in common after all. Although, I must ask, why in the world would you side with them if you despise them so much?" It didn't make much sense. Hydra funded Otto, gave him money to hunt said arachnid down and create new, dangerous toys to be put to evil purposes. He even got a lab assistant! Michael Morbius was a bit of an odd fellow though. Otto had everything a morally-challenged scientist like him could want.

But Otto made a sound almost like a growl as his tentacles began aggressively grabbing tools around the lab. "I don't need to explain myself to you, Parker," he said, and Peter internally bristled.

Even hearing Otto say his name made him feel dirty – as if just saying was the equivalent of dunking him, head first, into a sewer channel.

"Just know that I'm done with Hydra," Otto continued, "You and that old, pathetic gang will get what's coming to you!"

"I don't suppose that'd be a deep-tissue massage," Peter said, squirming again. "Because there is this huge knot in my upper back that has been-" a tentacle grabbed Peter's injured wrist and squeezed, cutting him off with a small cry.

"Still hiding behind those jokes?" Ock interrupted. "Well, that will change in due time." He stared in anger for a few seconds, then slowly smiled, a cruel, sharp smile, and twisted Peter's wrist a little, the leather straps adding painful pressure to his skin. Peter shouted, despite himself, then glared and ground his teeth to keep down another cry.

"Defiant till the end." Otto chuckled. "I must say that I quite like seeing this side to you." A tentacle reached over moved a few stray strands of hair from where they had fallen in Peter's eyes. "Without your mask, it's so much easier seeing your emotions. Pain looks great on you." The tentacle digging into Peter's wrist twisted again, making his eyes water.

Still, he managed to stammer out. "F-first stalking me, n-now your complim-menting my looks," He winced as blood start trickling down his wrist. "If I didn't know any better, I'd say you had a crush on me Doc."

"Crush, no," Otto replied stoutly. "A fascination for how you and your powers work – yes. Which reminds me," he finally letting going of the wrist and clanked away. Peter gasped, letting out the breath he didn't realize he'd been holding. He didn't have long to reorientate himself though, as Otto was moving back into sight a minute later, this time rolling a small table with him. Peter turned his head to glimpse at its contents and immediately went pale. Noticing, Otto smirked and picked up a scalpel, running the sharp edge along the teen's throat.

"I realize I never did get to experiment on you as I've wanted," The blade dug far enough into his skin to draw blood. "I'd say it's time to change that."

Ock is a creep *shudders* And Peter is NOT in a good position. As for the Web Warriors, poor lads are confused – where did their Spidey disappear off to!

Time will tell.

Another update for Animal Instincts will be coming soon, for now enjoy this!

It wasn't a very big update, compared to what my chapters usually are. But even I can't always go into thee 4,000 words per chapter.

This is a USM writer signing out for the night!