Hey guys! Thanks for the reviews!

Remember how I said there would be a prize to whoever could guess who the mysterious attacker is, how and why they did what they did? Well, a prize I came up with is that whoever can guess it, I'll write a long, stand-alone one-shot based on this book/series about whatever they want it to be. It could be a side-shot of Spidey and his teammates, the New Warriors, Avengers, anyone, doing anything the reader wants-as long as it abides to the story.

We'll get more into that, though, when we get farther into the story. And I'll determine the winner, once I reveal who the attacker is. :D Since I cross post this on Ao3, and wattpad then there will be 3 different winners, and 3 different side-shot stories that I will put in a separate book for you guys.

But if that prize doesn't seem good enough for you, then feel free to offer suggestions. Anyway, here's the story.

Agents rushed to and fro, doing their own designated jobs as they prepared to lock down the Academy. Nick had given the news to the other teen heroes and…

Well, it had not gone well. They yelled, objected, and threw hissy fits like a bunch of 5 year olds told they couldn't have a toy. Nick understood why, he knew they would take it hard, but oh holy mother Mary! He didn't even go 2 minutes of that before he felt like he'd pop a vein.

He shouted, told them to be quiet, and explained it all to them in detail-not allowing any of them to talk before he was through. And even then he told them the matter was closed, and that there was nothing they could do stop it. A bit harsh, but completely necessary.

Well, in turn, the teens pouted and were angry, would snap at anyone who tried to talk to them (except their fellow teen team mates) and made no effort to help with the transfer. Nick wouldn't have minded, it only made it so he didn't have to make sure they were breaking any of the equipment. But then again, their help was needed.

Especially Power-Man, his heavy lifting would sure come in handy with some of those machines.

So Nick asked one of the Avengers to talk to them, maybe a fellow hero in this situation would help ease them into the idea. The Avengers did some talking, and somehow they ended voting on Black Widow to talk to the teens. Usually it would have been Captain America to go give them a pep talk, but he was too sweet, and gentle about it (besides the teens would probable see it coming). Iron Man would end up saying something to make things worse. Falcon was too shy about that kind of thing, and not the best at giving pep talks. Hawkeye, like Tony, would only say something stupid, or agree with the teens and start a rebellion with them-something no one needed. Hulk would probably agree as well, and leave them be-that or simply threaten to pummel them (but then again his emotional state wasn't that good, and he didn't exactly strike them as the pep talk type). But if the teens were to be involved in this situation, they needed to know how to handle bad news.

Black Widow is blunt, straight to the point, and had that superior aura to her that left those talking to her nodding while saying "Yes Ma'am". She was the women for the job.

She walked through the halls of the Academy, and into the dorms where the teens were located. They all sat in a fuming silence, laying on their bunks, or pacing the floor worriedly. Once she entered all their heads whipped to where she stood, and glared sourly, as if expecting someone else.

"We know what your going to-" Nova started, but Black Widow held up a hand that silenced him right away. She looked at all of them in turn, before saying two words, "Sit down."

The teens standing froze for a second, but the look on Natasha's face was enough to have them plopping down on their bunks, and the others sitting up. She clasped her hands behind her back, and paced in front of them like an army sergeant addressing her troops.

But she eventually stopped, and confronted them. "You guys are not helping." She said bluntly.

"Yeah, we know. We don't want to leav-" Nova said once again, but he was again interrupted.

"No," Natasha interjected, "I mean you guys aren't helping your sick team mates by doing this." She looked at them with intelligent eyes, "Do you really think by staying here, you're doing them any good?" she asked, but continuing before they could answer. "If anything, you are only hurting them more. Nick Fury said that Spidey, and the others WANTS us to go, because they are afraid they will hurt us. If they were to find out you guys were trying to stay, not even help follow through with the plan they approved, do you think it would help? It won't, it'll only cause them more trouble. We will still have a visualize on them, the camera will remain operational, and you guys will be allowed full access to the monitors. Nick Fury understands how hard this is for you, and right now we all need to be a helping hand to this." She finished, arms crossed over her chest, in almost a scolding gesture.

The teens looked down shamefaced, and didn't offer a reply. Black Widow's gaze skimmed over them, looking for anyone who dared say otherwise. But no one did, and she nodded in satisfaction. "Sorry," Power-Man mumbled a moment later.

"Yeah," Amadeus muttered, "Sorry." There was a flurry of 'sorry' that swept over the group, and Black Widow smiled a little. "That's okay," she told them, and allowed herself to relax. That had been surprisingly easier than she thought. "Honestly, the Avengers didn't originally want to go with this either." She told them, as if whispering a secret.

The teens looked up, "Really?" Dagger asked.

Black Widow nodded, "But it really is for the best." She added, the teens looked down again. They all looked so miserable, and worried, it made Black Widow sadly frown. "Don't worry, we'll cure them." She said, before walking out.

After the brief visit from Black Widow, the teens got up and started helping with the transfer. Power-Man was lifting machines on to the tri-carrier, Cloak was teleporting things, and Amadeus was making sure the tech transferred was okay, Nova was also helping carry things, Kazar was unhooking things and boxing them, and Dagger helped Amadeus. Agent Venom was still in recovery, and despite how much he argued the doctors refused to relieve him of their help until they were sure he was okay.

So Agent Venom was stuck in recovery, and everyone else worked. They worked hard, Black Widows words ringing in their ears as time ticked on. They wanted to show everyone, including the infected, that they were going to help with this every chance they had.

But Dagger was distracted. She stood next to Amadeus, who was fervently checking on all the tech while mumbling to himself. "Hey Dagger, you want to check on that server for me?" Amadeus asked, but Dagger didn't seem to hear as she crossed her arms over her chest and paced the floor. "Dagger?" Amadeus questioned.

Still no reply. "Dagger!" the girl looked up suddenly, her eyes narrowing. "What?" she snapped.

"Server, did you check it?"

"Uh…no-sorry." She muttered half-hearted, and Amadeus gave her a concerned glance. "Hey, you okay?" he asked, looking away from the monitor he was checking.

Dagger didn't reply at first, but nodded a moment later. "Fine, just fine," she assured. Though Amadeus didn't seem convinced, he walked up next to her. "Seriously," he said, "What's up?" she didn't reply, and only turned away from him. "Nothing," she tried again, her eyes downcast.

Amadeus shifted uncomfortable, his face plate sliding down to reveal his concerned expression, "Dagger, we're a team." He said, "You can tell me anything."

Dagger grit her teeth, and glared into space. "We haven't even been team mates that long," she said with an icy tone, "We can hardly work good together without Spider-Man there; why in the world would I go to you with every problem I face!? We're not like the 'Ultimates', were not even that good of a team!" her voice was angry, and raw; full of emotion and filled to the brim with ice.

Amadeus froze, his face plate slid back up and he turned away. Dagger felt a heavy weight of guilt settle on her chest, and she turned away too. She wanted to apologize, but Cloak took that moment to appear. He carefully dropped a few monitors down for Iron Spider to check, but looked up in confusion once he sensed the tension. "Everything okay?" he asked.

"Peachy," Amadeus muttered through grit teeth, and went to work. Cloak looked at Dagger, noticing not only her guilty look, but how her eyes were getting glossy with tears. Dagger was a strong person, and Cloak knew it took a lot to make her cry. "Can I borrow Dagger for a moment?" Cloak asked.

"Go ahead." Amadeus said without look back. Without another word Cloak swept Dagger into his cloak, and they disappeared. They reappeared a moment later back in the deserted dorm rooms, Dagger hugged her chest tightly while blinking back tears as she turned away from Cloak's eyes.

"Dagger?" he said softly, "What's the matter?" she didn't reply. "C'mon D, were friends. We've know each other since forever, we never keep secrets." He said, taking a step toward her. "Is because you worried about our friends? Spider-Man? I know he helped us a lot, so we can help him to by-" but he stopped when Dagger let out a choked sob.

Immedianly he was by her side, "Hey, talk to me." He urged her quietly. Dagger sobbed again, before whispering so low that Cloak couldn't make out her words. "I can't hear you." He said. Dagger took a deep breath, before letting out "It's all my fault!" her voice was small, and frail, like glass a breath away from breaking.

He gave her a confused look, "I don't-"

"IT'S MY FAULT!" Dagger exploded. "It's my fault Spider-Man broke out of that room in the first place, it's my fault Agent Venom almost died, it's my fault that Agent died, and it's my fault that now were abandoning them here at the Academy!" tears soaked her face, as she brushed them away fiercely.

Cloak gently wrapped his cloak around here, pulling her into a make-shift hug, but not enough so that they teleported anywhere. "Shh," he comforted as she sobbed into his shoulder. "How is any of that your fault?"

"I gave Spider-Man one of my light daggers when we visited him, which woke him up and made him go crazy. That's why he escaped through the vents, and almost got Agent Venom killed, it wouldn't have gotten that Agent killed! If he hadn't escaped, Director Fury wouldn't be worried about another escape, and we wouldn't be leaving them here!" he explained her body shaking as she continued to cry.

Cloak wrapped his cloak closer around her. "Hey, all that was going to happen sooner or later," Cloak told her. "You only sped things up, which actually could be a good thing. For all we know, more people could've gotten hurt if we allowed it to go on. It's okay Dagger, we'll be okay. They'll be okay…Okay?" his was remained soft and gentle.

"But-"

"Okay?"

Dagger sniffed, "Okay." She whispered, and Cloak smiled assuring at her. "No one blames you," Cloak told her, "Not me, not the team, and I'm sure Spider-Man doesn't either." She nodded, and pulled away, rubbing the last of the tears from her eyes.

"C'mon," she said, "the others are probably wondering where we are." Cloak wrapped them in his cloak, only this time they teleported back to where Amadeus was.

The Iron Spider was still checking off tech, and didn't even glance in their direction when they appeared. Dagger smiled at Cloak, as he teleported to get more tech. hesitantly, the girl scooted forward behind him. "I'm sorry." She said. He didn't respond, so she continued. "I guess I've been really stressed about this, like everyone else I suppose, and I'm sorry for snapping at you. We are a pretty good team; we're new to this, so it's understandable that we don't read each other's minds or anything. I shouldn't take my frustration out on you."

Iron Spider turned towards her, his face plate sliding up again. He smiled at her, "Hey, no harm no foul." He says, "We're good." Dagger smiled with relief, "Good. Anyway, what am I supposed to do? Because I don't know one thing about all this tech." Amadeus laughed heartedly, and started explaining the tech to her.

It was a while later, every agent in the entire has been working frantically to get everything done. About half of the things S.H.E.I.L.D Academy needed moved out had been transferred, which was magnificent time. If they kept up their pace, they'd be ready to lock down the Academy by tomorrow afternoon.

The Avengers had helped out all they could, and were planning on going through the night as well. But they've been working non-stop all day, and Nick ordered them all to go to bed and come back early tomorrow. Same for the teen heroes and they gathered in their dorm for one last night in their familiar bunks; it was saddening to think about.

Earlier they had finally gotten their communicators back, and Agent Venom had been (reluctantly) released from the medical custody. But before they could call lights out, their communicators lit to life. Nick's face appeared, "What now?" Nova asked. "Another gas attack?"

Nick merely glared at him, "Actually, your requested in the sick bay." Everyone's eyebrows were raised at that. "Your team mates want to say good-bye to you, in case you don't have time tomorrow." He informed. They all glanced at each other, before nodding hesitantly.

"On our way." Iron Fist said.

They all got up from their bunks, and rushed to the sick bay, nerves gnawing at their stomachs. No one was ready to say good-bye; it seemed too official; like it was sealing their friend's fate for good. But they went anyway, giving in to any chance of seeing their friends once more.

Once in the sick bay, Dr. Connors led them to each patient individually. Squirrel Girl was first. She was heavily dosed with painkillers so that she could at least talk a little normal, her words would slur together though, her tail was frizzled, and when she smiled two sharp, squirrel teeth could be seen growing among her other teeth. "Hey'guys." She greeted, rubbing her eyes tiredly.

"How's it going SG?" Power-Man smiled.

"How you feeling?" Dagger asked.

"You're looking good," Amadeus commented kindly.

"Have they been feeding you that weird sick bay gunk?" Nova asked randomly.

"Hope you not too bored." Agent Venom said.

"You're looking better." Kazar smiled.

"Time heals all wounds," Iron Fist wisely put in.

"You'll be better before you know it." Cloak assured.

Squirrel Girl smiled at their rush of comments, her eyes sparking up slightly. Their words were said simultaneously, and jumbled together so much she couldn't help but chuckle slightly. "I've been better." she slurred, her tail twitched a little as she adjusted her position.

"Hey, no worries. The best doctors in all of New York work here, you're in good hands." Power-Man said.

"I'know," Squirrel Girl smiled. She yawned slightly, "I'm glad you guys are leaving," she put in, "Makes me feel good."

They all shifted a little, looking down sadly. "Sorry were abandoning you." Iron Spider told her. Squirrel Girl shook her head, "Your' not abandoning us," she slurred, before yawning again. But they all weren't convinced, they felt the exact opposite. But they didn't want to rule her up, and nodded instead. "If you say so," Nova kindly said.

Squirrel Girl nodded in satisfaction, but Dr. Connors but in. "I hate to break it up, but they really need to get their rest. I'm afraid our visits will have to be brief, sorry."

They all nodded, "See ya soon SG." They said, waving good-bye. Squirrel Girl waved back, a small smile on her face. Then Dr. Connors led them to their next friend. Which was Zabu, he looked to have grown in size, his two giant teeth were more jagged, as well as his claws.

The big cat was also under heavy painkillers, but purred loudly when Kazar sat next to him and rubbed his ears. "How are you brother?" Kazar asked, but the cat continued purring. The others took turns petting Zabu, and telling him comforting "get wells' but since none of them spoke sabre tooth tiger, this visit was a bit briefer than Squirrel Girl's. But they said good-bye, none the less, and moved on to White Tiger.

She (like all the other patients, was under a heavy dosage of pain killers) smiled at them when they appeared, tiger claws had permanently grew from her fingers, and her eyes were splinted like a cats, and canines shown behind her lips. "How's our tiger?" Power-Man smiled brightly, at seeing his comrade, even with her added features.

"Could be better," Ava said softly, even with the painkillers she was kneading her red fingers tightly. "How're guys?" she asked. They all shrugged, "As good as we could be in a situation like this."

Ava laughed a little, "You say hat as if you the ones in ds sick bay, heavily sedated." She mumbled tiredly. "You guys better train while you're gone." She said sternly. "I can't have slackers on ma team." They all laughed, and nodded.

"You can bet on it." Nova assured her, surprisingly.

"Take care of web-head for us," Iron Spider told her, and Ava couldn't help but chuckle. "We need someone to keep him in line," he added.

"You can count on that." She slurred, and yawned. "Web-head won't slack on my watch." She smiled, and her eyes drooped a little. Nurses had added sleep medicine to their medication, to help them sleep better, and it was taking effect. "You'll be yourself in no time." Iron Fist said.

"Darn right." Ava mumbled.

"See ya in a while."

"Bye."

They moved to Rhino. He was in a confined room, and had drank a heavy amount of medication, though his eyes had gone a bit more animalistic, and his horn looked like it had sharpened drastically. He looked at them, "Hi guys" he greeted, tired, like all the others.

"Hey big guy," Agent Venom replied.

Rhino lay on the ground, looking really big compared to all of them. "How are you?" Cloak asked. Rhino shrugged, an act that left him a lot more tired than it should have.

"We'll be back in no time," Iron Spider assured him.

"Yeah, I still need to beat you at sparring," Agent Venom said, causing Rhino to smile. After the events with Arnim Zola, forcing Rhino and Agent Venom to grow closer together, they had become good friends from the days that followed. "Yeah right." Rhino told him.

The medication was working faster the more they continued, and soon Rhino's eyes were nearly closed. "See ya buddy," Power-Man said.

"MmHm." Rhino hummed.

Dr. Connors took them to Triton next; the inhuman was lying on his back, and staring at the ceiling, his teeth looked a bit jagged, like a shark when he smiled a little at them, and his fingers were growing thin webbing between them. "My friends," he mumbled when they came into his line of vision. "Hi Triton." Dagger said.

"I am sorry for the inconvenience." Triton apologized, as if him getting affected by the gas was his own fault. The others looked at him in disbelief, "Dude, you have nothing to be sorry for," Agent Venom told him, but the inhuman merely shrugged. They all shook their heads at him, but smile none the less.

They've gotten used to Triton's odd behavior, expected it actually. It was a relief to see them looking a bit like themselves, though that's probable because of all the sedatives and medicines filtering through his system, and that wouldn't hold out for very long. Once it wore off they would be in pain again, the doctors couldn't keep sedating them too heavily like that. Even if they were a bit (or a lot) stronger than the average person, even they could only take so much.

"Be sure to tell my family what happened," Triton said, "about the attack. Especially Lockjaw, I fear he will worry a lot." Triton sighed, as he eyes drooped. "He always was so protective." The teens nodded.

"I will see you soon?" Triton asked.

"Soon," Iron Fist confirmed, Triton nodded and fully closed his eyes. "Good," he hummed.

They all whispered their good-bye, and prepared to head back to their dorms, but were stopped by Dr. Connors. "We're not done yet," he said. They all looked at him in confusion, "What do you mean?" Iron Fist asked.

"Yeah, that's everyone." Power-Man said. Dr. Connors shook his head, "You still have to see Spider-Man." He said, they all sucked in a breath. Agent Venom tried to withhold a shiver, but it tremble down his spine and he couldn't help it. Suddenly he could feel those hands wrapping around his neck, and the punches he had received to his middle.

He sub-consciously wrapped his arms around his healing sides, and he suddenly felt nervous. "He's…not acting…-er, crazy?" Agent Venom nervously asked. Connors gave him a pitying look, but said, "Don't worry, he's acting as himself. For the time being, he wanted to talk to you all before it-anything happened." Agent Venom nodded a little, not entirely assured.

Dagger put a comforting hand on his shoulder, and a reassuring smile graced her lips. "Don't worry," she whispered to him, "Were here right by you." Her hand hesitantly glowed with white light, and Agent Venom relaxed.

"Yeah, okay." He said, ducking his head with embarrassment, and tried to fight down the stupid fear coiling in his stomach. Connors led them to the same room as before, only this time, Spider-Man was a lot more heavily bind down. His head had strapped down, but he tried to move his head anyway.

The teens walked forward, not being able to not stare at his new arms twitching under the straps. "Freaky huh?" he commented, noticing the looks. They all looked away uncomfortable, "Sorry," they started to apologize, but Spider-Man simply laughed it off.

"Hey, no problem; though it kind of ruins my dreams of being America's next top model." He joked; the others smiled, even chuckled a little, at seeing their old Spidey shine through. "Maybe I can be a teacher or something? Extra arms could come in handy with handling students, right?"

"For some reason I don't think they'd hire you," Nova commented, "I wouldn't anyway."

"Your right," Spidey sighed, "I'll settle with being a Chef or something, Nova you're going to have to show me how to make Baked Alaska, or something."

"Lost cause web-head." Came his reply. Spider-Man chuckled, but even he looked tired. His gaze fell on Agent Venom, who was looking at the floor. Noticeable guilt shown through the tatter remains of his mask, the bottom had been torn off so only his lips, and part of his nose remained visible, his hair poked through in some parts. But Spider-Man refused to take off his mask, it made him feel stronger, more defiant, nothing Puny Parker could be.

"I'm sorry," Spider-Man told Flash sincerely, his arms tightening into fists at his frustration. "I'm-really sorry."

"Hey, it's okay bro," Agent Venom assured, and tried flashing him a smile to prove it, but Spider-Man instead saw through it. "Really," Agent Venom tried. "I'm gonna be fine,"

But that didn't stop the guilt; Spider-Man could knew fear when he saw it. He felt it whenever he went up against his enemies, he knew the symptoms. Agent Venom was afraid of him, afraid that Spider-Man would hurt him again.

Iron Fist broke the tension, "We will be back soon," he said. Spidey gave him a small smile, "Yeah, there's no escaping you weirdoes for long," he said. "Don't worry; I'll take care of everyone."

"We know," Cloak said.

"But just in case, we asked White Tiger to watch you." Power-Man added, allowing himself a smirk. Spider-Man laughed, weaker than before, but it still had a little life in it. "That's probable for the best." He approved. His attitude suddenly sobered drastically for a moment. "Aunt May?" he asked.

"She's fine last we saw," Nova assured him. "She went home with Coulson." Spider-Man attempted to nod, but the straps restricted him from doing so. "Take care of her," he said, and they nodded.

Spider-Man felt the Spider inside stir, and he felt a little panic. It wasn't moving to take over, not yet and that made Spider-Man worry. But he figured he'd say his good-byes before it decided to possess him once more, so he needed to make it quick. "We'll be home soon," he said, "But," he added, a serious tone in his voice that they never really heard from him before. "If I ever escape again, with peoples safety on the line, do not hold back." He ordered.

"Spidey-" Power-Man started.

"Do. Not. Hold. Back." Spider-Man repeated, "Tell the Avengers too. I know what I did, how I killed that Agent, and how I almost killed Agent Ven-" Spider-Man started, before swallowing hard. Agent Venom looked at him, wringing his fingers nervously. "I don't want to-" but he found himself choking again, his throat constricted painfully as tears welled in his eyes. "Just-" his felt an involuntary sob escape his chest.

No, he can't be acting this way. Not in front of his team mates, they needed him to be strong. Stay strong! But he couldn't help another sob, as the first tear was soaked up through his mask. The others shifted, their gazes softening drastically, they never saw this side to Spider-Man.

He was usually happy, sarcastic, the guy with quips, who took risks, and protected them. He was stern when he needed to be, he gave them pep talks, and made sure THEIR self-confidence never wavered. But this side, the soft, sad part of him that reminded them: He is still a human, a teenager; just like them. He had weaknesses, he was worries and fears. It made him even more admirable.

They all stepped forward and grabbed one of his arms and gave it a comforting squeeze. Spider-Man grabbed their hands, and held it like it was his life-line. The only thing keeping him from insanity. Agent Venom flinched a little with the added pressure, so Spider-Man eased up a bit on his.

Still looking out for others; when was he going to allow others to look out for him?

"We got your back," Agent Venom told him, wishing to ease up his pain. It worked a little, and Spider-Man gave another squeeze to the hands holding him. "I know," he whispered quietly, his body shaking. He tried to fight away his tears, and forced a watery smile. "How about we go out for hotdogs when this is all over? Like a team bonding exercise or something."

They all smiled, and nodded. "We'll have a contest to see who can eat the most hotdogs," Spider-Man continued, as his he allowed the medications to take over. His eyes drooped, and his grips on his team mate's hands slackened. "Say…hi to Aunt May...for me…and Harry…and MJ," Spider-Man lazily said, until he allowed himself to slip into unconsciousness, and his grip gave out.

The others stood there for a moment, some even wiping away some of their own tears away. "Shit!" said Nova in frustration, angrily wiping the liquid from his eyes. "Leave it to Bug-breath for all the mushy, gushy stuff."

"Language," Iron Fist replied dully, still looking at his leaders sleeping form. No one commented on the statement, too busy lulling over all the good-byes from their friends, and trying to keep the hope of saving them alive. "It's not really…good-bye…right?" Agent Venom asked uncertainly. "We WILL find a cure…right?"

"Y-yeah," Iron Spider said, his voice shaking a little. "of course."

They all gave Spider-Man one last look, "Good-bye," they whispered, and left the room, Iron Fist looked back to where Spider-Man's mouth was slightly open, and he could see the making of two fangs forming within his teeth before he left. Dr. Connors didn't say anything about their visits, and quietly led them from the sick bay.

One more night, before their friends would officially be alone, and the memory of these visits certainly wouldn't help.

It was going to be a long night.

Here ya go, this update was a bit rushed, so I'm not too happy about how it turned out. But I guess I get what I get.

Hope you enjoyed it anyway, added a bit more humor and fluff, still underlined with angst and sadness, but I figured we needed a little bit of happiness too.

The reason they're all talking a bit normal, is because they were given a lot of painkillers to that it dulled the pain down to a fraction that they could talk a bit better. Though you should probable imagine their talking a bit slurred, and heavy because of the medication, to make it more realistic.

Leave a comment! Thanks for reading.