Third Time's the Charm

by The Amazing Spiderboy

AU. A year after Ben Reilly first shows up in New York City, he gets a new gift in the shape of a teenage clone dropped on him, courtesy of the Jackal. This details the adventures of the spider family, as they learn and adapt to their new family member... Please Read and Review!

14. Chapter 13

"Put me down! Put me down, please! I'm begging you!" Randy the wanna-be rapist pleaded weeping as Spider-Man made a show of weeping.

"Really, Randy? No, how are you? Where have you been? Just; put me down? What happened to our relationship? Our commitment, we had something!" Spidey teased as he hung the guy from the top of the university flag-pole for attempting to rape yet another ESU student, who screamed at the sight of the wall-crawler and took off.

'Slow night here, gotta say I was expecting a few more thugs to stop by, maybe Ock or Fisk to want to get their whale-fat sized fingers on the Recombinator but natta, just Randy Short-Finger and two muggers? Weird,' Ben mused as he prepared to sweep back towards Harlem, thinking that with the recent gang-war heating up, to maybe see if he was needed there as always.

Just as he was ready to take off, there was the sound of a gunshot, from Connor's lab as a bullet went flying through one of the windows, making him jump in surprise. 'Well, ask and you shall receive, I hope Doc Connors is okay, I'd hate to lose him after everything he's been through.'

Swinging down to the source of the gunshot, out of pure heroic instinct, was to crash through the window of the laboratory, not wanting to risk the time that someone could be injured. When he landed, and took around his bearings, there was all the delicate computer equipment, and the other scientific gear that the wallcrawler would cringe at being damaged by foolhardy thugs.

The human spider observed Doctor Connors who was working late, on the ground, unconscious. There were 2 more people on the ground in security uniforms, bleeding from gunshot wounds.

Ben looked at the 4 people who were trying to disconnect the Recombinator, all in trenchcoats and fedoras. Two of them then proceeded to drop what they were doing and aimed guns at the wallcrawler.

"Stinking webhead! I'll blow your brains out!" the one thug shouted out, pulling the trigger.

Unfortunately for them, neither bullet left the chamber, as large globs of webbing landed on the guns, and they started to crawl all over the thieves. It was Spider-Man's impact webbing.

He then decided that it would be best to try to incapacitate the last two quickly, to avoid damage, and to see if the three innocent lives could be saved.

Firing his stingers, the one stinger landed on its target, as he fell to the ground, sleeping.

The other stinger didn't hit its mark.

Instead it bounced off an invisible wall. This had Ben shouting to himself in his mind. 'Her… Good! I've been waiting for this! Got to stop her! Seward I'll avenge you…"

From under the fedora, a woman with short auburn hair was shown underneath. She grinned a malicious grin, as she just replied with a rather audible snort.

"Spidey, Spidey, Spidey… It's so good to see you again! You took out my goons." The woman looked down at them. "Oh well. They were just muscle anyways." She turned to the marvel of science. She was going to reach for it, but the webhead moved fast across the room, and was soon found above her, over the Recombinator.

"Don't you touch it." The man commanded, with venom in his voice.

"Or else what?" The woman bit back.

"You don't deserve it, Trainer!" Ben growled at her, he'd recognize his father figure's insane daughter, Carolyn Trainer anywhere as he'd long since engraved her face into the core of his memories.

"Why don't you try and make me, you rotten bastard!" She shouted, as the metal tentacles left her jacket, and reached to the other side of the room, to push a heavy shelf that was now falling onto Curt Connors, the good doctor.

Spider-Man rushed over to catch the heavy object to save the amputee's life, but this gave enough time for Trainer to unlatch one latch, and in two arms, grabbed the impressive piece of technology, and with her two remaining arms, she broke the wall behind her, to escape into the night, cackling and taunting her foe.

Wanting to chase after her, after leveling the shelf, he looked at the two security guards. One of them, he studied, and it was two late. The man sighed as the other one had a chance of survival. Grabbing Curt's phone, he dialed 911, and as the operator spoke up, he stated the emergency.

"Police, and Ambulance. ESU. Someone was shot, so hurry. Curt Connor's lab. It was NOT the Lizard." Spider-man stated bitterly, as when the woman tried to ask who it was, he put the cell phone next to his friend, pulled one of the more conscious robbers, and jumped into the night sky, trying to find the trail of the woman he hated so much, with every fiber of his being.

Probably just as much as…

Well, Spider-Man wasn't going to go down THAT rabbit hole.

As he webbed forward, with his prisoner in hand, he spoke up. "Where is it that you were hired or met up with her?"

"I don't know… I don't… Aaaaaaaaah!" The man tried to resist the webhead's question, but was dropped, before a webline caught him, and Ben landed on a roof to pull him up. Ben looked at him square in the eye, and feel silent, for a moment. The person saw the demeanor of the superhero, and noticed that there were no quips, no funny business, and especially no talking. He was serious. "W-w-w-what's going on? I… Yipes!"

Spider-Man nearly let go of him again, to show he was serious. "TALK!" was all he shouted.

"There's this back alley over in Harlem! That's where we met the woman! She wanted to steal a piece of tech, I don't know what it does… We were just hired to do the gig!" The guy was scared stiff, to the point that the front of his pants was now a darker colour than the rest. Spider-Man wasn't chatty, and that meant he was pissed and wasn't in the mood for games. So, into the darkness of the night, the human spider was hunting for his prey. A prey that would be hard to capture, when she did not wish to be captured. But no prey, if he'd learned anything from his archnemesis years ago, no prey was uncatchable.

Life for Spider-Boy was actually quite good, for the most case. Other than a mad scientist creating him in a lab, the young clone has his genetic parent looking after him. He's been kind, compassionate, was also stern, and didn't bend the rules. Even for web swinging there was rules. Bed time at 10 (Unless there was a major case going on, and Ben needed an extra pair of hands), and as much as Spider-Man didn't mind sweets, he insisted on a good, healthy meal. The youth was a gymnast and acrobat, and with all the superheroics, it naturally costs a lot in calories, and energy.

One thing that he almost never complained about was the quality of the food. Ben was a master chef in the kitchen. Everything he cooked would have made Chef Ramsay cry tears of joy.

The boy had a new life established, and sure he ended up in school, but he made a friend in both identities with Jack Power, the little hotheaded renegade of Power Pack. This gave him a social life, and someone outside of Ben, that could help out with the sense of normalcy. Rick would have compared his brown haired, freckle-faced familiar attitude to Alistair from the game Dragon Age. He may not look it, or act like it; hell, he probably doesn't hit high grades, but he was smarter than what many realised. At times, he may be a bit of a show off and buffoon, however, he was loyal to those he cared for.

Rick Fitzpatrick may be finding his own place, and is in the process of building his own life, but something was off recently.

Normally, he would come and go from home. Even if they would miss each other as they went saving lives, or going to and from work/school… But they would usually cross each other at least in the morning, or evening. Ben especially made an effort to make sure there was supper prepared.

The first day, the apartment was empty. Breakfast was ready, and the lunchbag complete, but the man known as Spider-Man had left already. In fact, supper was also made, and was noted to need reheating.

Okay, so Ben was in an investigation. Sure. That's no problem. They were detectives, and sometimes focus was an important issue, and someone else interrupting would put setbacks. Even Rick knew there was a huge gap between the two in detective work.

The young lad decided to leave him be.

The second day passed in a similar manner, the sidekick thought this was a major investigation. The third day came and went, and he thought this was something major, such as Kingpin, or Baron Mordo.

After the fourth and fifth, the young hero realised that his hero didn't miss a day of work, but didn't take overtime. And by now, Spider-Boy realised this wasn't Baron Mordo. Dormammu would self-sabotage out of impatience, and if it was Kingpin, he would have heard about it. Matt Murdock would have had a new court case, and he would either be excited for the help from Spider-Man (for a broody fellow) or well… Brooding.

This might be personal. So far, Rick only knew one person that was this personal with Spider-Man, and the young clone was hoping that this was not the case.

This was the sixth day since Ben went silent, and if it were not for some of the small hints that he was coming around, and the young sidekick would have been far more worried about his mentor.

He tried to leave a note asking his legal guardian what was going on, and the only response there was, was the words "On a case. Don't worry."

This of course, got the youth concerned. He knew when Ben was focused on a case, and told his protégé that his assistance wasn't necessary. But this was different. So, Spider-Boy made his attempt at an investigation to track down Spider-Man.

The last time he was seen, was at the university. Probably making a patrol to make sure the Recombinator was safe, but it was stolen. The identity of the perpetrator was unknown. The two goons were just hired help, and the woman apparently didn't tell them her identity.

'He's chasing down a female thief. Well that narrows it down to half the human population in New York. And since it's been a week, the suspect can be anywhere in the world. And it doesn't help that to a particular buyer, the Recombinator can be priceless! Dr Doom, the Leader, Kingpin, even known superheroes like Black Panther would be tempted to make an attempt or possibly hire an accomplice to swipe it. Even with the gun, this person's too professional to really figure out. Sure, that may narrow it down, but professional women? Man… I'm so over my head in this mystery, and with Ben's disappearance, I'm up river without a paddle… Never mind the raft! I wish Ben was here…' The boy mentally kicked himself for his ditzy comment. 'I wish Ben was here to find Ben. That's a hoot. There must be someone I can ask. Daredevil? Nah, probably too late for that. Whatever scents in that area probably got ditched. Wolverine? No way. He can be too single-minded at times, and if Spider-Man sees us coming, the way he's acting, he'll just up and vanish. Iron Man? Smart choice, but if he hasn't found Spidey or the Recombinator yet already, then there's no way he's any further ahead in the investigation than I am.'

Spider-Boy had thought this far ahead as he webbed through Manhattan. Landing on a building, he looked at the ground. He had stopped a various array of crimes, but he knew he needed help. And maybe a different look at the investigation. Maybe stopping home will help. A bit of food could help.

Crawling the air shaft wall down, he entered the apartment. Taking off his mask, he then opened the fridge, and took a snack that consisted of sweets, sugar and chocolate. The boy closed the fridge and made his way to the couch. He sighed as he fell down into the couch.

"I'm stuck now!" Rick pretty much said out loud. He then mentally slapped himself. "Stop that Rick! I need to figure this out… I can't just feel sorry for myself… What would Ben do when he's stuck… He'd probably comment that I need to look at the entire thing differently. But what is there for a clue?"

The boy jumped as his cell phone rang in his utility belt. Answering it, he clicked the answer button. "Hello?"

"Hey, Rick!" The youth knew this female voice. She hasn't really called him that much, but every time she did, she always wanted to know more about him, and to try to be maternal. But this time was different.

"Hi, MJ. Something up?" The lad answered nervously.

"Have you seen Ben recently? We've tried to get a hold of him, but he shut down his cell phone, and he's never home." The woman asked him.

The boy went silent for a moment. "No… He's been preparing meals, and according to the grind, he's manipulated his shifts even to make sure I don't catch on to him. But he's vanished from me too."

The last part sounded like a childish whine. Richard cringed at that sound. He sometimes hated to sound like a child.

"Then I want you to come over to my place, and we can talk about what to do next." The actress requested the meeting.

"But… I'm-" He was cut off.

"Listen. There's no shame in admitting that you are at the end of your rope, and going to find help. And if Ben is going in alone, then he probably thinks it's personal. And he has gotten himself almost killed when he does this. We all care about him, so we need to work together." The boy opened his mouth to protest, but before he could say anything she finished her small speech. "No Buts! Come here right away!"

After a half minute of silence, the boy hung his head. "Okay… I'll head over right away."

"We'll find him, little guy. Do you know the place?" The woman asked sweetly.

"Yeah, I… uh… Kinda stalked you there. Well, I'll see you in a few…" The boy hung up.

Stepping to the bathroom, he ran the cold water and took some of the water and cleaned his face. Rick had a hard time concentrating when Mary Jane was around.

Her hair, her lively spirit, her daring soul… It was hard to handle, as he mentally knew she saw him as a kid… and the fact that he was a kid, about to hit puberty. It made his head spin!

The boy figured Ben asked her to give him space. The young clone was trying to sort out his feelings, and how to let go of her. Usually, a teenage boy could move on. But this was Mary Jane he was talking about. Although he can think of other things, and that he was trying some meditation techniques Ben taught him, both knew overcoming this, and looking at the fiery redhead would take a while.

And it doesn't help what memories of both Ben and Peter were in the boy… that made things far more complicated. Turning off the water, the young superhero-in-training wiped his face, put his mask on, and jumped out the side window, clinging to the wall, going up and sneaking out, into the night, dreading the following meeting.

After a few minutes of webslinging, Spider-Boy came to the roof of the penthouse, with the skylight window open. Slithering in quietly into the dark room, he was in a sun room, with plants, and a relaxing hot tub.

'Wow. This looks quite inviting. Maybe I should sneak in here at some point. MJ sure has worked hard.' The boy thought.

The light suddenly went on, and the boy jumped to the ceiling out of surprise. The vivacious Mary Jane Watson-Parker stood there, then looking up. She smiled a charming, comforting smile.

"Hey Rick, why not come down." Normally she would have giggled over surprising one of the Spiders, but she was worried over a couple of them.

"Uh, sure." The young sidekick was uncertain. Following her into the living room, the atmosphere completely changed.

In front of him was the living room, with Peter Parker standing there, arms crossed, looking rather peevish. His right index finger was tapping. Mary Jane welcomed her young 'cousin' to the couch. The boy was still clinging to the ceiling. Rather nervous, he fell back on a habit all three of the Parker 'brothers' had; sticking to the ceiling upside down. It relaxed them.

Peter was the first to speak.

"Are you sure about this, MJ?" He wasn't impressed.

"Of course, I am, Petey-O. We're stuck in our investigation, and I don't like Ben disappearing for an entire week. And Rick lives with him." She turned to the boy who was upside down. "You can come down and take off your mask. It's just us."

The boy nervously removed his mask. Mary Jane was a little surprised by the red mop of hair, dangling upside down. "Nice hair. I like the colour." Peter raised an eyebrow.

"Never mind my hair… what about Ben? The Recombinator's a dead lead, so…" The boy whined. Peter rolled his eyes.

"Well, if that's the way you're going to superhero around, it's no wonder you didn't achieve much. I… ulp…" The man was starting to mouth off, but he noticed the look in his wife's eyes. She was telling him it wasn't the time for bickering.

"Well Peter, what would be the proper way to go about it…" His wife asked him harshly.

"I guess it would be at the beginning." The retired superhero sulked.

Turning to the boy, she started in a kind tone. "Now can you start at the beginning, after you get down from there! I'm getting dizzy just looking at you!" She now had an irritating tone. That habit really annoyed her when she was talking to them.

"Sorry…" He got down from his spot on the ceiling, landing on the couch. "It started a week ago. After school, I had a small adventure with Mass Master, also known as Jack Power. We took down a couple of Snarks, and handed them over to John Jameson at Ravencroft. That evening though, I heard of a Hydra bust earlier, with sightings of Spider-Man, but then he said something came up, and that was the last day I directly spoke to him. Then I heard that the Recombinator was stolen, and I wanted to help him out, but-"

The Mother of one finished "-But he vanished, and hasn't talked to you."

"Maybe he thought that you'd slow him down." Peter obnoxiously stated. Mary Jane held the boy who was going to charge, with an angry grimace, and turned and gave her husband the most dreadful thing a wife could send her husband. The Look.

This silenced him.

"All right. What did you find out about the investigation, Richard?" She spoke to him, as a mother figure would to a young boy that she would treat like a son. This made him a little nervous, as he backed away a little.

"Well… I…" Rick looked at Peter as the man gave the boy a death glare. This wasn't what made him nervous. Between his youthful instincts reacting to a precocious crush, alongside his deep memories of the woman… It put him in a very nerve wracking situation. Taking in a few deep breaths, focusing on why he was here, he gathered his thoughts enough to state what he discovered. "Ben has gone out of his way to schedule things to avoid all of us. This started after his fight at Doctor Connor's lab. He fought some hired thugs, who, all they know is that they were hired by a woman to steal the Recombinator. But since it's been a week, it could be in the hands of a large number of suspects. She could be a front woman, and if that's the case-" The boy was stopped by Peter.

"A woman? In that kind of work? That can only be a handful. Black Widow, Elektra, Typhoid Mary… or even Black Panther's Twi'lek dancers. But none of them could take on Spider-Man. The biggest of them would be Mary, and she's just an ordinary martial artist. Maybe Daredevil league. Nothing to go off the grid over… Maybe he wouldn't tell a brat like you… but why would he cut me and MJ out of the loop?" The man pondered, passive aggressively.

This is where the woman in the household thought and responded. "Ben only isolates us when he thinks he is protecting us, or when things get personal for him. There are very few people Ben would cut us out, over a personal affair… There's Kaine, Jessica…"

"Seward…" Peter added. Mary Jane gave a look that said: "Really Peter?" The man quickly replied. "I'm just saying that there's very few things that get more personal than Dr. Trainer with Ben."

"Peter, that man was a father to him, when he had nowhere else to go…" the woman was scolding her husband, when he had a look that dawned on him.

"The Recombinator is still in the city. I think I know who stole it." The man replied, thinking.

"And who would that be?" the boy asked. Peter sighed deeply. He was tempted to roll his eyes.

"When I said Seward Trainer, I was just reminded of someone else that's just as personal as… well, our dear beloved Daddy. That's Doctor Octopus." Peter said gravely.

"Otto Octavius? Really?" The boy almost laughed. Peter snapped the next line.

"Otto died a while back! This is a new Dr. Octopus, you dumb brat! Try to keep up!"

"My memories are all fiddled! I've got more important things to worry about, than a fat useless science quack, that's pretty low on my priority list, okay, you self-important dickwad!" The young boy heated up, ready for a brawl with Peter. What stopped them was Mary Jane getting in the middle, and the sudden crying of a baby in the other room.

"Okay boys! Cool down…" She tried to separate the locking horns of the alpha male smackdown, as she muttered to herself. "Oh great." Taking a deep breath again, the woman turned to Rick, and told him. "Calm down. Keep that Parker temper in check. Peter? Keep the snide remarks to yourself, and go make sure May gets back to sleep. I'll finish the story."

"But…"

"NOW!" Mary Jane roared sharply. Peter sighed and turned around. Meanwhile, the woman of the household turned to her guest. "Are you calm now?"

"Yeah." The boy remarked harshly. She gave him a dirty look, and he sighed. "Yeah. I'm better." Now he was a lot calmer.

"Otto Octavius died at the hands of… Another clone." She avoided Kaine's name, as she did not want to revisit that entire story, and her visit in the sewers after her kidnapping by the obsessive clone. "Seward Trainer was a very good friend of Ben's. Unfortunately, a few months before you came along, he died, at the hands of the new Doctor Octopus. She's a lot more dangerous than her predecessor."

"Then that's quite personal. He shouldn't be avoiding us…" The boy started, overeager to help his mentor.

"Let me finish. Her name is Carolyn Trainer. Seward's own daughter. She's got a complicated history."

Rick thought for a moment, then asked. "Okay, but knowing who it is doesn't help us find her."

From behind them, Peter spoke up. "Actually, it gives us a bit of an idea. She wouldn't have left, and her specific M.O. is wanting to outdo her Dad. Ben is following her, but there has to be times when he falls asleep, or eats. Even if it's in a private lab. There'll be a trail. And she'll want one last match with Spider-Man." The detective in him was working. "I don't recall being this green for a while."

"Oh, bite me, you and your over bloated ego!" The child shot back.

"Listen, I don't need you slowing me down on this. You've shown you can't take this, so back off, and get to bed! It's past your bed time!" the man shot back.

"Well, you could barely keep up with Mysterio's lackeys! I could take her!"

"Boys! Shut up!" The redhead got between the two. "Peter, you do need to go with him. You have the detective brain still in your head. And you know Ben better than most. But you haven't fought in a year. Your reflexes may not be as good." She told her husband.

"But MJ-" He started but was cut off.

"Listen to me, tiger. You have to work together." Turning to the new clone, she spoke to him. "Rick, you don't have as much experience, but your instincts are a lot sharper, and you know how to fight. But you still lack the experience. I'm proud of you for coming here, but knowing your limits is important."

"But-" The boy was cut off.

"You two have to stop arguing! If not for you, then for Ben. You both love him! So, put aside your differences AND your egos, and bring him back! He wouldn't admit that he needs help, but if it is Carolyn, then he's going to need all the back up he can get!"

The hot-blooded duo glared at each other, as the adult male sighed and turned to go to the master bedroom. "Fine. For Ben. But kid, you better not slow me down."

"Why you!" The preteen was going to charge, when again, he felt MJ's hand on his shoulder.

"Rick. Please?" The woman pleaded. This got the child to sigh deeply in turn, and grumble.

"Fine." The boy didn't realise he had a childish pout on his face.

"Thank you, little tiger. Just try to chin up. And both of you, try not to fight. I better hear that three spiders walk away from this fight. Got it?" The heart of the family told the two proud Parkers as they webbed off into the night, masks on.

Peter was wearing the Scarlet Spider costume that Ben once wore. He was eager to use all the gadgets that Ben made, but he himself was grim that night.

"Did the thugs say where they met Trainer?"

"Yeah, over in Harlem. But it's been a week. The trail would have gone cold." The young gumshoe-in-training replied.

"Didn't Spider-Man teach you that when you're stuck, go back to the beginning, and redo it from scratch?" Scarlet stated coldly.

"Well, sorry, if it's the fifth time I go back. I was getting to the 'changing the way you view the case' part of the investigation." Was the rebuttal.

"So what group were they hired from? Hydra? Aim? The Hand? Kingpin? That can tell us a lot." Peter told his 'brother' in a condescending tone.

"I found out that it was the Diablos gang. Nothing really of note." Spider-Boy responded.

"Well, that's a start." The photographer commented, changing his direction in midair.

"Oh, so we're going to investigate a small-time gang. If the new Doc Ock's as good as what you guys make it out to be, then she's VERY likely to give out her entire plan to a bunch of hoods." The boy sarcastically commented.

"Do you have any more leads? Other than wait for Spider-Man to come home for sleep? No? Then we take it back to the start, and we do things right." The man replied.

About twenty minutes later, approximately 50 to 60 teens and young adults, were webbed up, and the leader was revealing everything he knew.

"And that's all I know! She didn't want much of us. Just two of our biggest boys! Honestly! She met us at a few locations! Neutral zones!" The whimpering was music to the retired hero's ears.

"Everything? I know your gang is going to be turned in for various crimes, from vandalism, to jaywalking, to gunfights, to bad fashion coordination, but maybe you'd like a good view of the city to clear your memory." Scarlet Spider promised in a sing song voice.

The victim looked to the side, to see the young Spider-Boy looking at him intently.

"Fine! She told us she didn't want us talking! Those metal arms were scary! She carved up 10 of us within 10 seconds! She also muttered something about needing lots of energy!" the man sang like a canary. "Why me…?"

This got the veteran thinking. He lightly tossed the gang leader to the web, and added some webs in order to trap him.

"So now that we got information we already knew, what next?" Spider-Boy complained.

The web-heads snuck out, and swung out. Peter got his cell phone out.

"Try to keep up. The Recombinator doesn't run on pixie dust."

"Of course not. I'm not an idiot. It takes a massive amount of energy to run something like that." The boy went silent for a second, then went even more quiet, out of irritation this time.

"There are a few places that we can deduce that may have that energy in New York City. Since Iron Man and the X-Men aren't prowling around, all paranoid, we can assume that they didn't get their little secrets swiped. Oh! Hey Torchie! Did I wake you?" Scarlet Spider was now speaking to the person on the other end of the phone.

"Well, this is a wonderful lead… If she's on the grid. Doubt she's that stupid. This isn't Mysterio." The boy grumbled to himself.

"Can you check the security for the last week? Uh huh… yes… uh huh… on a case… Hey, just because it's been a while, doesn't mean you have to babysit me! I need to look into a powerful energy source. If Reed wakes up, ask him if he doesn't mind looking into it as well. Nope. Don't worry about it; I can handle it. Toodles."

"You think she stole things from the Fantastic Four? So much for their security." The child snorted.

"If someone like Doom or Mad Thinker can walk in, then so can she. And we've got to rule out all possible sources of energy. I know she's off the grid, but it will narrow down the search." Peter gritted through his teeth.

"So where to, great detective?" The sarcasm was getting grating.

"Avengers Mansion is a good guess. Their security's not as tight as other places. We've just got to figure out who would be able to design such an energy source."

"How do we know Ben isn't ten steps ahead already?" The child complained.

With an eyeroll, the impatient adult snapped back. "It doesn't matter how many steps ahead he is, at least we are making our way there. Geez. Do you even study the story of the tortoise and the hare in school anymore?"

"Nope. Too busy dealing with shroomsniffing glee fanatics." This left the adult with a silent sigh.

"Is her name Synblune?" Peter asked dryly.

"Yeah."

"She was voted most likely to become a drug addict. It was either that or a cult leader, when we graduated."

"Right on both accounts."

"Well that explains so much!" The man commented.

"Hey! I've helped out with Mysterio, Landon and the mystery with Electro! Those aren't some easy things to pull off for a 12-year-old!" Spider-Boy lashed out.

"Well, that gives me so much confidence. Mysterio's a dunce, you had Ben hold your hand for that one, and the mystery of the cop, and Landon… You needed Ben to bail you out of trouble!" Scarlet sneered.

"Of course, Ben wouldn't have saved the Mayor's daughter, trusted Electro AND babysat Wolverine which would lead us to get the X-Men to help us out in the end. Funny how you leave out those small details!" The boy snapped.

The tension and blood were boiling as the two landed on a building, ready for a fight. As they squared off against each other, about to jump, a phone interrupted the two. It came from Peter's belt.

"WHAT?" He abruptly replied, not paying attention to the ringtone. He instantly shrank as soon as he heard the voice on the other end.

"What? Is that any way to answer the phone, to your wife? You two better not be fighting!" Mary Jane shouted over the phone at the grown man.

"No… We were just having a discussion." The married husband tried to cover up.

"Probably a very loud, and physical discussion." The icy voice on the line was heard even by Rick. He shuddered as ice went up and down his spine. "Where are you two at in the investigation?"

"We interrogated the gang that was hired out, and now we are onto looking for an energy source of the grid. We've ruled out Stark Industries and the X-Men. Johnny's checking the Fantastic Four's safe, and we were going to investigate Avengers Mansion, then maybe make our way to the Wakandan Embassy." Pete updated his wife.

"That makes sense. The biggest experts in that area would be Stark, Pym and Panther. And Reed's bound to figure out the energy cells from alien worlds. I know when we talk to Reed and James, we get lost in all the technobabble." The woman fell silent for a moment, as Peter imitated. "James Power! He's one of the leading experts in experimental energy sources!"

"Of course! Duh! Why go after the superheroes when you could go after a civilian that's just as smart as Reed! James' theoretical energy source is supposed to be a new and clean energy source!" Scarlet Spider smacked his forehead. "Thanks MJ. We're headed to his university now. Gonna take a bit of time though, as it's all the way in the Bronx."

"You're welcome Tiger… Just try to get along. I love you…" The actress replied lovingly in spite of their recent arguments.

"Love you too, honey." Peter hung up, and spun his web. "All right kid, we've just hit the jackpot."

"Guess I should call up Mass Master then…" The boy was reaching for his cell phone, as he spun his own web.

"Forget it. If something has happened to him, you'd only razzle the Power Pack. They'll only hinder our progress, and half that team isn't used to subtlety. Plus, they can be very impulsive. Not to mention, Doc Ock is too dangerous."

Putting his cell phone away, the boy sighed. He grumbled, not liking taking orders from Peter Parker. He got used to Ben. In fact, Spider-Man calling the shots was a bit of relief for the young superhero-in-training. It was a weight off of his shoulders. But this wasn't the same. Peter had decided to hate him from the get go. It wasn't Spider-Boy's fault that Peter was so caught up in his own ego. So, he figured that if the full-grown clone hated him, that he would return the favour. Fair is fair after all.

The two clones took about a good half hour to get to the general area of the university. As they passed by some of the buildings, they saw some of the students leave to their cars, and some leave for the bus and subway.

The entire place looked quiet and serene. Nothing out of place. Professors leaving, cars zooming out of the parking lot, and the lightshow of the city night in full bloom, almost made it seem like day. The two spider-themed heroes were sticking to the high side of buildings, sneaking about.

"Hey, Miss Scarlet. Are you going to bite my head off if I don't know which building's the science building? Or is that a stupid question?" Rick confrontationally asked.

"I know where James' office is. I've been there a few times with Reed. Try to keep up kid." He mocked the younger grumbling version of himself.

Rick was moving, until he stopped. The hairs on his body stood on end, as he felt his spider-sense give him awareness of the entire area.

"Uh oh. We've got trouble. Spider-Sense is going wild." Spider-Boy updated the veteran.

"I think it's off. No one's attack…" Scarlet Spider just stopped for a moment, as his spider sense went off. "Look down. See if someone passed us by…" He ordered.

The observed the people on the ground, until someone they recognised was seen. The photographer swung down in front of a bearded brown-haired man. "Dr. Power! Its… Wait…" Between his spider sense, and his observation as he looked at James Power's belt, as well as the good jolly professor's hand reach into the jacket to pull out a pistol.

The gun looked rather odd, but for an experienced webslinger, it was easy to figure out the honest corporation that made it: A.I.M.

There was also another observation made by the retired superhero. By pulling back the jacket, the former Spider-Man looked at the man's facial reactions and a certain part of the father of four's wardrobe, before he pulled the trigger.

But even with his dulled reactions, that was nothing compared to a typical human being. Scarlet webbed up the gun, which caused a small explosion in the hand, destroying the gun.

"Augh! You stinking wall-crawler! You'll get yours someday!" The scientist shouted at the costumed vigilante.

"Wow. That's pretty out of character for him. If memory serves correctly, isn't Dr. Power supportive of superheroes?" The child hero remarked. This time, Peter didn't scold the young clone. Instead he spoke with venom in his voice.

"He also doesn't usually work this late, as he's a family man, and he doesn't like guns. And if he did get a gun, he certainly wouldn't get one from A.I.M. Isn't that right, Chameleon?" He scowled, as he grabbed a bluish, oval part of the man's belt, ripping it right off, removing the illusion from the criminal he just grabbed, and crushing it within his grip.

This changed the former hippie's features over to the stark white skinned Russian villain.

"Fucking bunch of web-heads; I should have just crushed that web-head when I had the chance…" Chameleon cursed.

This time, the superhero grabbed him by the scruff of his neck and drew him closer, leaving them both face to face. "Alright, Dmitri! We want some answers! What happened to the real James Power!" Scarlet Spider growled. He was channeling his darker side, the part of him that fell down the rabbit hole of anger, that nearly led him into being an anti-hero. "I've been waiting so long for this! Just spill, and you'll only be paraplegic by the time I'm through with you!"

This shocked both the super-spy, and Spider-Boy. Rick knew that Peter didn't cope very well when he was Spider-Man in the end, but this had the risk of spiralling out of control. And the kid didn't really have the leverage to play a good Jiminy Cricket to his "brother".

Kraven the Hunter's half-brother on the other hand had been on the receiving end of this anger before. This response had confused him a little, as he was told that the Scarlet Spider was someone completely different personality wise and had been sure that the hero had died some time ago.

Before either person could respond, the full-grown spider webbed up to the top of a building, where the younger one had to trail along.

"Alright, Chameleon. Normally I could play the heights game. But this time, I'll make an exception. I want my answers, and if I hear a mutter out of line, then you'll get a cracked rib. Am I clear? Let me give a bit of a demonstration!" The brunette grabbed the Russian's left arm, and squeezed, with a sickening crack resulting from it. This ended in Chameleon screaming. "Alright. I think you get the idea! Who's your employer?"

"Who wants to know, webs?" The professional taunted his captor, despite the broken arm.

"Wrong answer!" Scarlet the punched him in the stomach, with another crack following. This resulted in another scream. The young child hero arrived on the scene.

"Augh! I won't spill my contact! I'm a professional that way! Ack! I won't tell her name." The pain let him slip a detail.

"Oh? Would that client be call Trainer? As in the new Doctor Octopus?" The interrogator questioned, and got his ideal response by his victim; shock. "What does she want with James Power? Where is he!"

"Not… telling…" Scarlet raised his fist, and punched him square in the face. This caused the infiltrator to spit out a couple of teeth. The pain was blinding, except for the fist that was drawn back again, he then reconsidered his stubbornness. "Lab assistant. She didn't want his family to know."

"Sonofa… I've had enough of you playing games with us. Graa!" Scarlet gave a couple of punches, before something grabbed his arm. Looking back, the grown spandex clad human turned to see his hated younger "brother" holding him back.

"Enough! We've gotten the info! We don't need to brutalize him!" Spider-Boy pleaded.

"Back off, copycat! This guy has had it coming for a long time now!" He shoved the young hero back, in order to proceed with feeding his temper and rage. Before he could slam his fist into his first supervillain though, there was some webbing that latched onto the arm.

"Don't do it!" The preteen was a little shocked by this display.

"Shut it, you little twerp! Go home! Clearly, I'm the one that's pulling my own weight! And you have no idea what this guy has done!"

"And beating him will make it all better?" As the moment of silence continued, the adult paused for a moment, and just let one punch go, to knock Chameleon unconscious as he webbed the supervillain up. He then turned to the sidekick.

"Next time, kid… Leave it." The web-head fell silent, as he went to the university roof, as he inspected for a way to sneak in. Still in the shadows, he found the air vent, and slipped in. 'Damn it's cramped in here! I forget how little space there is in these. But then again, it's the safest way to the prize.'

The man exited on the fourth floor, where the offices were, and stuck to the ceiling. He proceeded to head into the hallway, when he jumped when a hand grabbed his foot. Ready for some action, He saw the pint-sized superhero pointing to a camera that nearly caught Peter. Under the mask, the retired hero was nearly red. He would have never done such an amateur mistake before. But like hell he was going to let a kid, not even a year old, and with only a few weeks of experience outperform him.

"Hold on! Let me…" He fiddled with his shooters, where his stingers and spider-tracers would shoot out. He hugged the corner, and aimed at the camera, firing what looked like a stinger, it hit next to the camera, as it lightly zapped the camera, as the lights would flicker.

"Oh, great job kid. What was that supposed to do?"

"Put the cameras on a loop. If we don't want to alert security, it's definitely something to work on. Spider-Man and I developed this together. Like a team. Which you and me aren't." The kid spoke like a know-it-all, to the fully-grown man. Most would be intimidated by the silent fury of Peter. This snot nosed punk was returning it right back at him.

The two alpha males would find a door that had Dr. Powers name on it. Jumping down, they found the door locked.

"Stand aside kid, here's a nifty trick I learned from Black Cat." The man eagerly wanted to show his younger clone up. Taking out of his belt, he took a lock pick and started to work on the lock. After about a minute of work, a click was heard and the door was opened. Swiftly the two hard-headed brothers snuck in.

The boy instinctively jumped at the computer and booted it up, as he saw some headphones, and plugged it in. Scarlet Spider was not impressed by this, as he gently closed the door and locked it.

"Nice trick for a Dad to have. Gonna show your kid how to do that?" The verbal jab had Peter's eye twitch.

"Good luck with the password. Even I have trouble figuring it out sometimes." The cocky adult stated, as the computer went from the password screen to the welcome window, loading up the computer. This surprised the human spider. "The hacker wants to comment on the lock picker? How did you figure out the password so fast?"

"Just focus on what's important to him. He's a family man, so his wife and kids. I failed a couple times, but when I punched in the first two letters of his wife and kids, as well as his wedding day, it kinda let me in." The boy commented in a blasé, matter-of-factly way.

"How did you know his wed- oh." Peter looked at the wedding picture with the date on the front. It was sitting right there on the professor's desk.

After a number of keystrokes and clicks, the boy looked at things over. "Nothing was changed in the past day, except some grading. Checking up on what was opened today… Hrm. Give it a moment… There we go!" The hacker read up what came on the screen, with the older detective to see what was observed.

The two were entranced by what they were studying. A clean energy source, that was about to go into a beta phase, within two years. Something that would be theorised to be just as efficient as the Fujikawa-Stark energy, but a lot cheaper, and not very volatile.

"That's interesting." The boy was in awe.

"For once, I agree." Peter commented. As they scrolled down, Peter sighed in irritation. "That's an expensive ingredient list though. Some of those you'd need some pretty high rollers on the black market, or a super-genius to cover for them. Like Reed…" As if on cue, Scarlet's cell phone rang. "Hey Torch. What's the update?"

"Nothing was swiped. Everything's called for." The Fantastic Four hotshot replied.

This led the 5 years veteran at detective work to ponder, about where to get some of the parts.

"You sure you don't want us to help you out? We could offer some pretty good muscle."

"If I need help, I'll call you. See ya." Peter hung up, as he started mumbling to himself. "So where would he get this stuff… Getting them through legitimate routes would catch attention, and would be tricky… Only Tony or Reed would have that kind of clearance. Illegal means… The black market's a good place to look… but that doesn't narrow it down. That's a needle in a haystack."

"I think I got a lead, Miss Scarlet." The child piped up. This annoyed Scarlet Spider.

"What is it? It better be good." He bit back.

"One of the materials he's been trying to get, in order to proceed to the next step is Vibranium. There is one place on earth that you can get this. Wakanda. You can probably find it on the black market… But James wouldn't go there." The young gumshoe stated.

"Of course. Since he's friends with Reed, and can keep up with him, it would bruise Black Panther's ego. And let's forget about channels through Tony Stark, and he doesn't like that Hank Pym knows more about the metal than even him. Grumpypuss wouldn't approve of Jimmy boy getting some Vibranium. Would knock down his stupid '7th smartest person on earth' brag, down a few pegs." The man rubbed his chin. "And I guess you're not completely useless sometimes. Let's get going to the Wakandan Embassy!"

Another 30 minutes of travel with extra supervillain luggage, the two Spider-Men arrive on a skyscraper wall, and enter the area of the embassy. It was between two buildings, but something was wrong from what should look like a regular evening at the foreign base.

The embassy looked like a battlefield. The front doors had a very large hole in the front, the entire building looked damaged, like something climbed it, and left indentations in the wall, the flags were on the ground, one of them impaling a half naked African woman, and for the security fence… it was gone. There were bodies everywhere on the property.

Police cars were outside, but there were some security personnel in the front. It looked like the police were arguing. Arriving closely, the web-heads noticed an African American detective, practically shouting.

"Will you just listen! We just want to proceed with a proper investigation! There is a murderer on the loose, and going half cocked in some revenge plot is not going to work!" Terry shouted at the security.

A woman, similarly dressed as the one impaled by the Wakandan flag, confronted her. "We will perform the investigation. This is officially Wakandan land. Your inefficient police force would get in the way. Besides, this seems specifically targeted at Wakanda, and will be dealt with by Wakanda."

Not keen on being dismissed by someone arrogant like this, the Lieutenant snarled back. "Ineffectual? We aren't your enemy! We want to stop this person!"

"I would have expected you to understand our plight, over your police, but it seems we are both disappointed." The Dora Milaje spoke down to the law enforcer.

A voice came down. "Hello, Terry Lee. I think it's rather simple." Scarlet Spider and Spider-Boy were both on cars. The young trainee handed the Chameleon over to some officers.

"You are the Spider-Man Wannabe. You wouldn't know. It's honour, plain and simple. Now clear out!" The Wakandan concubine dismissed Peter, without knowing that this was the Spider-Man who actually was given, and used the heart shaped herb, invited by the king himself.

"How about: No." The spider stood his ground. Without her realising it, the other clone to secretly jump over the remains of the gate, to perform his own investigation inside of the embassy. "I've got a question, poledancer. I'm going to take a wild guess that this person, with metal octopus arms stole some Vibranium. Do I get the prize?"

This resulted in her, clenching her teeth, and repeat. "It's a matter of honour. I'm done talking to you." She snapped before she whipped around to head back into the embassy, leaving her grunts to keep the police out of the building.

Jumping forward and landing in front of her, to stop her, Peter persisted, unwilling to let the matter slide regardless of her wishes. The startled bodyguard jumped a few feet in the air at how swiftly he had appeared in front of her, hopped back a foot or so and got into a fighting pose.

"If I'm not mistaken, then your mess of security will harm the people of New York city, if just that. And how would T'Challa, and the rest of the Wakandan council react, when they see that you as head of security bungled so badly, that who knows what will happen to you. If you wish to keep your 'honour', then you would need to help clean it up. And I'm sure the information network that your king has would tell him of what we can do, sister. How's this; you tell us what we want, and we will try to get the vibranium, and return it." Scarlet Spider tried to barter. She looked to the left, and then to the right.

She fell silent for a moment, thinking deeply about what to do. "I wish to fight this threat…"

"Sorry. This villain is so far up your alley, you'd need a telescope to see her. No offense. I know how skilled you guys are. However, she's powerful. And you saw how effective your security was against her. Umm…"

"K'ssora. And I wish to reclaim my honour…" She insisted. Peter sighed, and replied.

"You may have lost honour, but as much as some may criticize him, he is loyal to those he rules over. Even if you failed here, and showed that you have the stolen artifact, then he'll forgive you. Just makes sure you don't try to blame this entire thing on Latveria. Maybe the Hand or Red Skull… But when the media comes to ask, then you will be needed to clean up."

She thought for a moment, and gritted her teeth. "Fine. I see the value in your wisdom, even if the beating heart in my breast roars against it."

"Can you just answer me one question… Did Spider-Man come by here when you were attacked?"

"I think so." She answered.

"Can you tell me what direction they took, and if there was something that they may have said that may have stood out?" Scarlet Spider asked.

Meanwhile on the inside, the young hero was going through the rubble, to reach the empty podium of Vibranium. Studying the area, he looked like he was searching for something. The boy was deep in thought.

From behind him, two women aimed spears at him.

"Stop where you are! We are the Dora Milaje! You do not belong here!" One shouted at Spider-Boy.

"Shush. I'm trying to think. Hrm… Can your computers and database track the trace of Vibranium across the city? I remember…" Before he could finish, the women charged, but didn't get anywhere as they simply hit an empty space, only for someone to land right next to them, and launch some high velocity webbing, attaching them to the wall. "Hey! No interrupting! I remember reading a paper by Dr. Pym that Vibranium in its pure, and natural state gives off a slight radiation energy signature. How else does the Panther use sound based weapons with his suit."

The women didn't answer. They simply glared at him. He sighed.

"You really should tell me. You know what? Screw it. I'll just look at this myself." Looking for an undamaged console, he found one intact in the ruins. "Let's hope that it still… yes! It works!" The computer booted up, and asked for a password. "Oh boy. We're going to do this the hard way, huh? Well, in that case…"

"Step away from the computer, child. You know not what you touch!" The woman sneered at the young hero.

"Can't you just let me in? Pretty Please?" The mockery was apparent in his tone.

"Boy! We will not bow to you! We bow only to the King! We are-" The woman was going before both of them got stingers to the neck. They both fell asleep.

"Well, at least they aren't annoying me. Man. What does Panther guy see in them? Hrm…" This was giving the young computer geek a great idea. He typed out, as he started with the passwords. "T'chaka? No? Wakanda… nope. I guess it's too much on the nose. Imaloser101? I really thought that was a win… Hrm. Gonna have to get my hands on a password app to hack through passwords. But good to keep up the old hacking methods." After about a minute of trying to guess the password, he proceeded to open the basic Run program, and started to type a chain of numbers and letters, as he proceeded to create a program. What happened next caused the password window to scramble up, and reveal a series of letters and numbers, and proceeded to log in. The boy looked at the password at a glance.

"Susan#Queen? That's strange. Oh well. Now… administrative access… I can do a lot here… Let start with a general scan of Manhattan when it comes to Vibranium Radiation." After a few screens, the boy grinned. He then connected his cell phone to the computer, as he proceeded to do some crazy typing, grinning at what he had planned under his mask.

Meeting on a building, the two clones arranged that meeting. Scarlet Spider was a little peevish. "Where were you? I thought I told you to stay put. I was asking questions to see what was going on, and what direction to go! We're hot on Spider-Man and Doc Ock's tail! And you wanted a potty break?" This got Spider-Boy to roll his eyes.

"Well Saaaaw-reeee! I was busy going on the computer front to see if there was a way to track vibranium. I apologise for wanting to go for the smoking gun, instead of a wild goose chase!"

"Tracking Ben isn't a wild goose chase! He's our brother! Don't you even care? That would figure, you spoiled brat!" Peter shouted at the little spider.

"He's just leading us in one direction or another! You told me to try a different angle! Trying to follow Ben isn't going to get us any closer! We should go after Doctor Octopus! Vibranium can leave a trail! Do you think Wakanda would let anyone know about that? No, of course not! She stole Vibranium! This can lead us right to her!" Rick spat back.

"She's a super genius! Do you honestly think she wouldn't have thought about that?"

The two boys were just staring at each other, almost puffing out their chests. It was interrupted by the text on Peter's cell. He took a deep breath, and tapped his cell phone quickly.

"If MJ asks, we didn't argue." He just stated dryly before webbing off.

"Oh yeah, cover your own ass!" The boy bit back, only to add after a moment's thought. "And roger that."

The two continued their verbal spat, as they swung past building, as Scarlet Spider went into one particular direction, however both weren't backing down.

After several minutes (And travelling to the other side of Manhattan, towards the Hudson, the two of them heard a rather audible explosion. They turned to look, mid argument downwards at a bank, that looked like the front got torn off.

Rushing down, the two observed what was in front of them. The bank tellers were torn off, and were taken, the internal money vaults and everything. There was a trail leading through the teller area, to the back. It was like a warzone. The entire teller section was torn in sections. One part on a far wall was still intact, but about 2 meters from the wall, it was gone. The bullet proof glass was glass on the ground. One of the pieces of the counter was embedded on an inside wall. Another large chunk was on the ground in the waiting area. It chips were everywhere.

"Under the counter!" Peter ordered, rushing to it, noticing something. Reaching down and lifting, and putting it aside, Rick got in close, and noticed that Scarlet Spider found an arm underneath it, and it revealed a security guard. He looked young, but he was seriously injured. Reaching his fingers to the neck, he checked for a pulse. After a few seconds in silence, Peter asked the boy a request. "Can you take him to the hospital? I doubt he'll make it if we wait for an ambulance." This caused the boy to get up and rebel, as the man stated a detail. "I know, I'm out of practice. You'd be the one who can get across Manhattan the fastest. Get to the hospital, drop him off, and come back. Five to ten minutes tops."

"Fine." The boy didn't object. He had the life of a man at stake. Picking up the man bridal style, it may have looked silly in a less serious situation, but the webheads got good at picking up and carrying injured civilians.

Leaving the bank, the young superhero spun a web, and got air fast. It was risky, but it was better than nothing. Turning around, the retired hero turned and followed the trail of destruction through the ravaged building, knowing right where he should be headed. The bank vault.

As he traveled through the carnage, the man felt a little bit of self aware fear, that his lack of recent practice may affect the future battle. He had sent his possible back-up away, and he would need to stall until either Spider-Boy came back, or Spider-Man popped up. Clinging to the ceiling, he nearly jumped when he came across a man sitting against a wall. He had a pistol at his side, and as the married man looked closer, a shiver went up his spine.

His torso had a large hole in its center, and bleeding profusely. The experienced photographer already knew that this security guard was dead. The large hole was a familiar size, so Peter mentally prayed that he would be able to stall enough for back-up, and went on forward.

The next room was the vault, and the door was torn off its hinges. Inside stood the woman dressed in a green jumpsuit, and golden armour shoulder pads, gauntlets, large knee pads, boots, and the belt area. And there were also the large octopus arms.

"Freeze Trainer!" Scarlet Spider shouted at the villainess. She turned around, expecting to see someone, but had a mildly surprised look on her face. She then grinned. In one arm held the two computer bank tellers. In another, there was an entire wall unit torn from the inside of the vault.

"Sorry, but I was expecting someone else." The mad scientist opted for using the wall unit as a fly swatter against the hoodie-clad man in spandex, as he hopped out of the way to avoid a most squishy ending.

In came the little spider who flew in to grab one of the arms that was flying towards Peter, planning to grab it with the momentum, and pull the entire arm and villain against the wall. This plan would have been wonderfully done, like the best of master, had it been the woman's predecessor, Otto Octavius. But Carolyn was far more prepared for that. Although his gesture stopped Peter from being pancake, as he landed on the wall, trying to pull her towards him with increasing strength, the boy found an equal amount of pressure pull from him.

"Wow! I heard there was a pint-sized spider of a sidekick, but you seem a little young to play with the big girls! Here kiddy! have some candy!" The woman mocked, as the center of her headpiece shined.

"But I was told nevaaaaaaaaaaaah!" The young sidekick was cut off, as the tentacles started releasing electrical energy, that was frying the youth, in a very painful attack, leaving him dazed. He released his hold on the wall, as he fell forward, seeing spots, as she tossed him against a wall.

Peter responded by launching some impact webbing at the tentacles, but instead of climbing through the force field, as he intended, it just stopped. Lady Octopus just proceeded to rip it off with another tentacle.

"Okay, that's not good. Can't grab the tentacle, can't web it… Can't punch her… Think Scarlet, think." Peter was focusing on how to stop this target, short of collapsing the entire building on her. The force field that stopped the impact webbing was pretty strong and effective. "Doubt I can outlast the energy battery. That would be like outlasting Iron man."

Peter was launching himself into the automatic dodging sequence he and his brothers were natural at performing. The problem was, he was much clumsier, as he had fallen out of practice for a year. He was barely keeping up with the tentacles that were flying around, and the special attacks from the tentacles, as one of them morphed its end into a gun-like object.

As he jumped around, some of the environment turned into debris and a battlefield. The vault's contents started to litter around, and the walls were torn open, between the strength of the metal tentacles, and the speed of the spider.

Scarlet Spider noticed 3 large pieces of the wall on the floor, and webbed up a net in that direction, just avoiding another laser blast. Getting the net enveloping the debris, he grabbed the end and whipped it at full force against the force field. The invisible barrier flashed for a second, with the contact of the improvised weapon, and then the webbed wonder, swung around a second time, at the same spot. Hoping that his scientific knowledge would be able to weaken that point.

Unfortunately for him, the villain saw this as well, and she laughed.

"Trying to create a stress point in the force field? Smarter than others I've met, But it's still futile! It's a good plan… for the industrial period!" She launched her two tentacles, at him, as he avoided the first, landing him on the remaining piece of a wall. But the second one was too close for comfort, and clipped the net open, taking apart the improvised weapon.

The wall-crawler was jumping around, barely keeping up with the arms. One thing he noticed, was that they were much faster than Otto Octavius'. Much more precise. But luckily, his greatest weapon was within him. His spider-sense.

His own Star Wars Force precognition. It has saved him on multiple occasions. In coordination with his agility, he could be one of the most untouchable heroes around!

But as he jumped over a blast, he was warned about something coming his way, directly for him, as he was in midjump. He went to spin a web, but as he spun the web, it hit him in the chest, full force. Lucky for his physical resilience, it kept him from being impaled. However, it emptied his lungs, and Peter started gasping for air, as he also saw some spots.

'Damn… That hurt. Ugh. That was fast.' Was what passes his mind, as he looked down, to see one of the tentacles hold him against the wall. The woman grinned wildly, as her other arm, started to spark. The veteran hero realised what she was going in for. He started trying to push the metallic limb with all his might, but the force was greater than his own. He started thrashing against it, and even if it resounded, the tentacle adapted. The shocking arm that started to glow with sparks, ready for a kill, as the woman had a sadistic look in her eyes.

"This is going to be fun. Make sure you struggle. It's going to be all the more satisfying!" Dr Octopus cackled.

What neither of them expected was for a fresh web to land lower on the sparking tentacle, right in a non-glowing part of it. Before either realised who launched the web, the quick figure was above, and going down in an arc.

For the first time, Peter was glad to see the young clone, Spider-Boy. 'even using physics. Now that's using the old Parker brain. Wait… did he use me as a diversion? That brat."

Spider-Boy landed on the ground, about a few meters away, facing the wall and with all his upper body strength, Did a chopping motion. His hands were webbed up and used as an insulator to stop the sparks from hurting him, and hoping his plan worked, he let out a loud grunt.

This surprised Carolyn Trainer, as the herculean strength, picked her up, and she got thrown over his head, and towards the remaining wall. Keeping her hold on the computers and the wall unit, she slammed through the wall. She let go of the pinned Scarlet Spider, as she landed outside. She was then pissed.

"You little son of a bitch…" She growled as the two free arms slammed into the sides of the walls, and she moved the arms sideways, through the walls, to take down all the walls, to destroy the foundation of the building.

This happened so fast, the Spiders, a little disoriented by the alarm going off in their heads, and Peter getting his breath back, and Rick looking up as the ceiling started to collapse. Instinctively, he turned around, launched a web at Scarlet Spider, and swung him around about 90 degrees and let go, landing him right outside of the building, as the large building collapsed down on the 12-year-old youth.

The adult hero shook his head as he oriented himself, only to see the building falling down. Putting together what happened, he panicked and got up. "Spider-Boy! Come on!"

The adult coughed as he got back onto the building remnants, as he estimated where the vault was, and where the child who saved his life was last seen. Hard to believe an hour earlier, he was silently praying to be rid of the clone. But now, he cursed himself for that thought. 'Be careful what you wish for… I hated the kid, and he hated me, and yet, he didn't hesitate to save me. Some adult I am. Should have been me. Even he doesn't deserve what Miles did to him.' He tossed off pieces of brick and shingles, loose wires and other debris.

He didn't notice that behind him, Lady Octopus decided to leave. She had bigger fish to fry. She grinned as she knew, she could take both these heroes down herself. But it was beneath her. And she had an even greater battle to prepare for. On top of needing to get her precious cargo back to base, before bigger league heroes like Iron Man or War-Machine showed up.

Scarlet Spider lifted piece after piece of building, hoping to get to the bottom. Whatever gripe he had with the clone, it was overwritten by his mantra. Great power and greater responsibility. And his conscience that wouldn't allow him to let another hero, never mind a child, be killed in such a way.

After the second longest ten minutes of the past year, (The birth of his daughter, being the first) he finally reached the bottom of the debris ridden former bank. Looking around, he didn't yet find the boy. Panicking a little, he then took a deep breath, to try to calm himself. Looking around, and recalling the scene before he got tossed around, he was calculating the last known spot where Spider-Boy was located.

'Okay Pete. The kid jumped in, and tossed her out. Then when she brought the house down, he tossed me out. If I calculate the length of the web that he launched and that was connected to me, and with the slack necessary for… uh huh… uh huh… Then he should probably be… here!'

The webslinger took a large piece of stone and brought it down to act as a lever, and pulled some of the roof up, and when it was at a good enough height, he wedged it in place, in order to keep it from falling. Although that would keep it there for all but five minutes, Scarlet Spider looked down to find the dirty and ragged Spider-Boy on the floor.

"Hang on kid! I'm right here!" Running over fast enough to pick up the unconscious boy, he slung a web to get some air, and laying him down on a rooftop, as he lifted Spider-Boy's mask over the kid's mouth and nose to reveal them.

Peter then raised his own mask, and started some first aid basics. Picking up the child's wrist, and with his two fingers, checked the pulse, all the while lowering himself close to Rick's face, to listen and feel for the air from breathing.

Although it was a little shallow at first, it soon returned to normal. Sighing a sigh of relief, he then proceeded with checking for blood. Noticing that there was no external bleeding with First Aid methods, he thought for a moment, then decided on something.

'You know kid… I may hate you for what you can bring, but thanks. I may have wished for a lot, but I wouldn't be able to live with myself if I let you die. Your place is closer. I'll bring you there, continue the investigation on my own, and call MJ, Matt or Johnny to keep an eye on you.' Peter thought to himself.

Picking up the young hero, he spun a web to head to Ben's apartment, and as he landed on the building next to it, he felt the boy stirring in his arm.

"Oww… Did someone get the number of that Thor that hit me?" Whining was heard from Rick. "'Cause I sure feel thor right now."

Putting him down, Peter returned with a wisecrack of his own.

"Thor? If that was a Thor, then you wouldn't feel like beef-jerky right now kid, trust me on that one." Peter smiled under his mask. When they would crack wise like this, it showed that they were all right. It's how he would have responded. "Doc Ock dropped the entire bank on you, and you tossed me out with the trash."

Rick caught on to the double meaning of that last remark. "Well, she was green and purple, and that colour combo belongs in a dumpster."

Dropping the comedy, Scarlet Spider got serious. "So how are you feeling? Are you all right?"

"Just a ringing in my ear. And a headache. Just kinda sore. But I can manage." The boy then did a double take. "Wait… Were you worried about me?"

"Drop it will ya? You saved my life. I owed you one." The older clone said, as he put on a gruff act, not wanting to admit he was genuinely grateful to find the boy in good health.

"Knew you would fall to my awesome, innocent charm. Oh wait… you are old… to my GROOVY charm!" Spider-Boy was teasing, when Peter just sighed, and replied a little impatiently.

"I'm gonna leave you at home, call up MJ or Matt to play nursemaid, while I save Spider-Man. No time for playing." He was silent all of a sudden. The Little Spider looked at him.

"Oh no, you aren't. I'm coming along for the ride. Clearly you need backup."

"You got a building dropped on you!" The adult argued, about a topic he never thought he'd have, 24 hours before. Hell, even one hour before this went down.

"Pssh! You've had a Hulk dropped on you!" The child replied in an immature, pouting tone.

"So that goes to show that I can handle this!" Things seemed to return to normal between the two, as they argued on the rooftop.

"And if I haven't come along, it would be you in that building, as a splatter on the wall!" The stubborn faces were inches from each other. "Or do you think you can handle her on your own!"

The veteran wall-crawler thought for a moment. He could ask Daredevil, but he wasn't sure the martial artist could do much. Luke Cage and Iron Fist could make a difference, but then there would be payment, and both would refuse payment, and him and his wife would insist. Not to mention Ben would also want to pay. He could call on Silver or Flint, but who knows where in the world they are. The Fantastic Four aren't exactly the subtle type, and the subtlest ones on that team either turns into a human flare, or are scientists. The Avengers were seen in Nevada according to the papers, and as far as the X-Men goes… You don't contact them, they contact you. Plus, Peter didn't want to make the commute. Too much of a waste of time. There was Iron Man and War Machine. But they were probably also searching their own leads into this.

"Fine. You can come. I would ask the Metallica duo, but they probably have their own leads to follow, and are better off doing their own search. Best to have multiple angles. Just one thing first, kid." Scarlet caved in, with a glance at the torn outfit of his friend he remembered one key-detail that the kid had already forgotten in his rush to rescue Spider-Man.

"What's that?"

"Ditch the Ka-Zar cosplay, and change into a spider outfit."

"Oh. Right away. I'll also tell you about what I saw on the Wakandan scanner I downloaded once I get back."

This got the science teacher's interest. "What you saw? This will be good."

Peter waited a good five minutes. He texted to his wife about the update in the investigation.

'How are things going, honey?' She sent him, even if Peter was hoping she would be in bed. He was on the wall, sitting on the side of the building, as he always enjoyed.

'Good. Investigation is going well, but no Ben so far.' He responded, keeping her updated on what was going on, and wishing to leave out the collapsing building, the life-threatening details, and the arguments. Not to mention this new awkwardness. He couldn't help but think of the panic he had when he was a passenger in his own body, chasing Mary Jane across Manhattan, and even all the way into Queens, as Jackal wished to take his happiness away, taking down good kids like the New Warriors who only wanted to make a difference, hurting people who looked up to him, and his mantra. Part of him was expecting this clone called 'Rick' to do the same thing, at the control of Jackal.

Ben did well to ask Jean for help. Asking her to skim over the clone's mind after Dr. Trainer's device was a good call.

And then there was the matter of Kaine. Would this stubborn boy turn out to be another failed clone like that crazed clone puppet of Miles Warren?

And yet, despite all of this, Spider-Boy, as he calls himself saved him. 'Why did Spider-Boy save me? This would have been the ideal time to hurt Ben in a very intimate way. Have a clone Ben's been nursing to save the child's soul, to give them a life, with his every breath, only to have it kill the person who he considers his brother, and turn Mary Jane into a heartbroken widow that would spit venom at the clone, and the act of murder would cause a rift that just can't be fixed between the three… It's his style… Did Uncle Ben and Aunt May's ideals come through in Rick's soul, before even the evil that Jean tried to expunge?'

Feeling the cell phone vibrate in his hands to let him know he got another text from his wife. 'Keep trying. You'll find him, and take the wicked witch of Asmodeus down.

This brought a smile to his face. How he loved his passionate tigress of a wife. Another text arrived.

'How's the little tiger?'

Peter grinned as he launched another text to tease her. 'Feeling tense, and eager to see you.'

There was a slight moment of silence, as the man assumed she laughed. The following text clarified what she meant, as she initially missed the double meaning innuendo.

'I meant the other little tiger. Silly Petey-o.'

As he was about to type, something landed right next to his head with an audible "SMACK!", causing the man focused on his cellphone to jump.

"Whoa! Spider-Boy! Was that necessary?" The reacting man growled, surprised.

"Duh. Part of my charm." The boy mocked cockily. He relaxed on the wall, as if it were more natural than lounging in a Laz-boy chair.

"What was it that you figured out?" Peter sighed, a little annoyed, but a lot more patient.

Rick got excited at the explanation, as if he were in a chocolate shop.

"You know how I got into the Wakandan mainframe, and left a door open for me, that T'Challa himself would need to actually look for, right?" The boy waved his cell phone, in a childish sing-song tone.

"Right. When you didn't listen to what I told you." Peter quirked his eyebrow.

"The Wakandan heads are proud that they can scan energy readings of all sorts. I was able to get a weak reading on her force field. I can track a weak residue of Vibranium energy as well, and that leads us to some place near the edge of the Hudson." The boy brought the science geek side of him out to play.

Peter thought for a moment, and looked at the young clone. "Basically, you used me as a diversion to figure things out, and where she would go." Scarlet Spider was a little annoyed.

"Well, if my memories are correct, you've done it a ton of times to Wolverine, the New Warriors and other heroes. And if the roles were reversed… what would you do?" The boy started to argue back, with his hotheaded temper.

The adult took a deep breath and let out a loud sigh. "You know what? That doesn't matter. You probably gave us a solid lead to Ben. If we've got enough energy to bitch at each other, we've got enough energy to head over to this new Doc Ock, and egg her house."

"Only egg the place? Why not tag it while we're at it? Throw baseballs in her windows? Ring the doorbell and run away? Take her cats and donate them to good, loving homes?" The child kept going on.

"Wow, and you call me gentle. I'd just SWAT her." The two went back and forth, finally finding a topic to agree with, as Spider-Boy lead them to the docks near the Hudson.

The two spider-themed mascots eventually landed on a what seemed like a docking yard. Spider-Boy held out his cell phone, as the camera was being used to scan the energy trail.

"This is the place the energy signature is finishing at." The boy pointed at one of the buildings on the docks.

"Well that's a nifty little bugger. Narrowed down our search down, quite a bit. Guess it's a good thing Lady Octopus dropped a building on you." Peter remarked, teasing lightly.

"Next time she drops something heavy like that, it's your turn." The young clone quipped back. The tone was a lot less hostile than before. It was that light teasing that the web-heads were known for.

Keeping his cell phone on hand, Spider-Boy descended quietly, and staying in the shadows, with Scarlet Spider keeping up with him. Sneaking in, they observed the entire area, if there was any form of danger that would warn their sixth sense. Nothing.

"Are you sure this is the one? It seems perfectly still and normal." The retired hero retorted.

"Yeah. This is the one. Check here." The preteen showed the cell phone, as the adult took the small computer, and waved it around, to check the readings.

"Wow. You are right. There is something here. But it's quiet. Nothing's here. Not even an elaborate security system to keep us out. That's usually en Vogue with Santa's naughty list." Peter joked, convinced.

Rick was a little bit more serious. "It's too quiet. That's too unsettling. Let's just get to a computer." The boy had a tone of nervousness in it. The lack of security made him uncomfortable, like he was walking into a trap.

This time, the married man didn't judge. Between his one fight with Carolyn Trainer earlier, and what he recalled from his experience, was that this was very likely to have her name all over this specific building.

"I agree. This is definitely either a Trojan Horse or a trap." The brunette told the child. He wasn't sure which he prefers.

"I don't know which is worse… the trap that could capture us, or the fact that she could have a zillion bases all over the city, with identities as normal and harmless as this place…" The young childish complaining was set in a whining tone.

'He's thinking the same thing I am. All evidence points that this base is her lair. And she's a villain that plays for keeps. Not like a lot of mine, such as Shocker, the reformed Sandman, or even Hydrant… I mean Hydro-man; This lady is very likely to keep security out of this part to make it seem harmless to us web-head types. It's a double wammy. It keeps our eyes off of her, and when we find it, there's psychological warfare. She gets us doubting ourselves, and paranoid! Can't let her win on that front.' Mentally going over the entire matter, Scarlet Spider sighed to calm himself, and turned to the younger one.

"Kid… I mean Spider-Boy, you-"

"Don't even think about asking me if I want to leave! I'm in it till the end! I want to help B… Spider-Man!" Spider-Boy cut off his older brother. The man was going to retort, then decided against it.

"Okay. Don't let this harmless base get to you. It's meant to psych you out. Let's find a computer, and let you do your magic. And if ever, it feels like it's too much for you…" Before he could empathically give a heart to heart, the child responded with a tongue lashing.

"Don't tell me it's all right to run off! I'm not quitting till the end!" The boy was almost speaking out loud, as he challenged the older clone at the concept of leaving a fight.

"Okay. Then let's find her real base. Probably in the Hudson." Peter decided to drop that fight. He was a little annoyed, and he kind of respected that conviction. 'MJ would love him." He mentally smacked himself at that. 'MJ would think he is cute, and would want to con him into dress up with the perfect goddess May. Oh right! Rick hasn't met the little sweety yet! Wait Petey-o! Focus on the mission! I can get home after this! With Ben and Rick!'

"Another evil lair in the Hudson? Do all villain masterminds have a hidden underwater base?" The younger webhead commented.

"Hopefully Namor doesn't find out how many people park in the back yard." The joke got a snicker in reply.

The two looked around, and finally found the warehouse computer. Spider-Boy cracked his fingers, as he started typing like a madman.

Scarlet Spider sat on the wall patiently, as 10 minutes turned into 20 minutes. There were grunts of frustration from the boy, as he sometimes let out a cry of victory that was short lived.

"Rggg… Man she's a tough nut to crack! Come on!" The boy was getting frustrated, like he was losing at an MMO. Peter was thinking about telling the young clone to pipe down, but didn't. From what he figured, Lady Octopus was no slouch at tech. He wished to give the young hacker silence to concentrate.

"Would you like some meditation music to help keep you calm?"

"No! What I need is for this damn computer to just open up and do as I… THERE! FINALLY!"

The young arachnid was frustrated with the difficulty, as the two went to a window to see a submarine rising to the surface.

"I assume you called for the ride?" Scarlet joked. Taking a deep sigh, Spider-Boy replied to the assumption.

"Yup. Hopefully the limo is well stocked."

The unlikely duo cautiously snuck onboard, as they went to the cockpit, and then they heard some of the electronics come online, and hum, as they heard the door shut all the way into the hallway.

"Did you touch anything?" Spider-Boy asked, as he jumped in surprise.

"Nope. Touch anything resembling a blue button?" Scarlet Spider half joked at the rookie hero.

"That was just one time! And no, I didn't!" The child retorted, as he huffed proudly.

The entire ship jerked, as the felt everything around them move. For people who felt comfortable on walls, and in the air web swinging, it was particularly awkward for them, as they felt all around them sink and move in different directions, as if the commands were already punched in. There was a distinct lack of control and power in the two, as they felt their lives were in someone else's hands.

"Uh… Now I want off the ship. I don't want another building or exploding base falling down on me, while I'm still in it!" Spider-Boy was a little antsy, at the thought of fighting Lady Octopus again. He had a distinct feeling of being watched.

"Well, this ride needs to see itself through to the end. And I certainly don't want to get caught in a self destruct sequence, myself. You guys were lucky the last one was Mysterio!" Peter retorted, as he followed with deep breathing, working on a meditation technique he learned. "Okay, Spider-boy… I know it feels like we are prancing into a trap, with neon bright arrows with the word 'trap' on them around it, but there's no going back. I hope Spider-Man's okay."

This gave a moment of silence, as the panicking boy sighed, and cooled his head. "Thanks…" The boy turned and thought for a moment. "Is it weird calling him Spider-Man when…"

Scarlet Spider cut him off. "I'll talk to you after all this is done. I don't want to give Doc Ock any info, in case she's listening… Scratch that. She's probably lounging in a sofa, with popcorn and soda just mocking us, as she's listening to everything we say." The boy rambled, in a pessimistic tone.

"True, but it doesn't mean we can't whisper out a possible plan…" Scarlet bent over to whisper to the young hero.

After about 20 minutes, the submarine boarded an underwater base, and breached into a room, that followed by emptying the water. This finished after about 2 minutes, and the doors opened up, to show the base. It was dark, until the first of the humanoid spiders walked out, then the lights flickered on due to motion sensors. Both of them cursed.

"Dang. This means she'll see us coming. She probably set this up, just for us. Oh well… let's move forward." Scarlet cringed, as he sighed, accepting that the idea of a sneak attack was going to fail. Both sensed a trap, but the more experienced hero realised that they needed to trip it.

Moving forward on the walls and ceiling, the retired hero was trying to calculate everything that he would need to pull off the plan that was unlikely to be pulled off. The younger one was taking everything in, to understand the layout.

They came across a few doors, some that wouldn't open, but as they approached one, that echoed as it opened, the two of them froze for a minute, as they now knew that they were expected. This kind of preparation made them nervous.

"Am I the only one that's genuinely creeped out?" Spider-Boy thought out loud.

"Wouldn't be the first time that's happened to me. Best stick to the plan kid." The adult commented.

"Last time, she dropped a building on me. And the last time I was in an underwater base, me and Spider-Man nearly got blasted by Mysterio's self destruct sequence. Pardon me if I'm a little nervous."

"Kid, I hear ya. At least you don't have to go in alone." Peter started, as he was quickly cut off.

"Cause you had to do everything yourself, as the great Spider-Man." The boy started to jab at Scarlet Spider.

"Hey! Kid, I'm just saying that you aren't alone! Listen Spider-Boy, I know you've got everything you need to be a great hero. After that stunt at the bank, I'm a little reassured to have you here with me. Lady Ock's tough. But I'm sure we can pull this off."

"Was that supposed to be inspirational?" The young spidey-clone sassed at the adult.

"I'm trying okay… It's just… awkward." Scarlet was a little stiff, but he had a lot on his mind.

"Awkward?"

"Yeah. I'll talk to you after this escapade. Clear the air. Explain myself, okay?" The retired hero was showing his responsible side, even if the awkwardness was present all around them.

"Okay. I guess I'm sorry for those jabs. She's just the only person I don't know. And she's unbelievably powerful. It's going to take a lot to take her down." The sidekick confessed, as he sighed to ground himself, and cool his nerves.

"You wouldn't be the only one."

Approaching the last door, Scarlet Spider braced himself as the door opened up, to reveal a large computer laboratory. Computers were everywhere, and a dome area in the middle had the recombinator attached. It was generally messy, but it had a certain order to it. On the far wall, there was a door open, with what looked like a power generator, but close to it, there was a familiar bearded man, that Peter knew personally. Closer to the middle, was a familiar woman, with her four arms inputting commands, as she sighed, a little disappointment in her eyes.

"I was hoping for someone else, but you will have to do…"

"Uhhh, that's what she said?" Spider-Boy retorted awkwardly.

"Nice, very eloquent, that's gotta be up there with Robin Williams' gags." Scarlet Spider commented ruefully, as he glanced nervously at Dr. Octopus, who last time he'd seen had nearly snapped his neck.

"Hey, it's all I could think of on such short-notice, oohh boy here she comes!"

The two humanoid spiders avoided laser fire from the transformed tentacles, as the two jumped to the walls. The villainess looked intensely, as she proceeded with more lasers shot at both targets that jumped at the guns. After three jumps each, the woman grinned.

"One of you boys are too slow!" The mad scientist mocked, as she launched a tentacle at Scarlet Spider, as he avoided a laser, then his spider-sense warned him to move, as he barely avoided the metal arm that smashed the wall next to him. The metal appendage in the wall then banked right, to smack the older spider right in the chest sending him quickly into a machine, that crumbled underneath him., as he reeled from the hard blow that knocked the wind out of him, and left bruises on top of bruises.

Another arm chased after the younger superhero, as he hopped to the wall, and jumped forward, across the room several times, as the arms tore apart various computers, and tech.

'Probably isn't very important. I just need a slight moment, and hope that it's enough…There!' The boy barely avoided an arm, and he launched several balls of impact webbing, about 6 in total, hoping that was enough to glue it to the wall, even temporarily. Jumping away, to another wall, he spun a web towards the woman, but the web line just bounced off an invisible bubble.

"Is that it, little boy? Your pitiful attempt is amusing, but pointless. Watch!" The villainess pulled her metal arms from the webbing, with a little bit of resistance, it ripped off the wall. She turned to him with a grin.

"Oh, sheeeooot!" Spider-Boy nearly cussed, as the woman turned two of her tentacles into the guns again, as she began shooting at the now cartwheeling boy, who was too busy jumping around, as she turned to look up and spoke up.

"Activate Flytrap protocols!"

On order, five guns on the ceiling turned online, and scanned for two invaders, and started to fire at a speed that kept the two webheads jumping like a pair of Mexican jumping beans.

Meanwhile, behind the entire battle, James Power was observing the fight from his hidden position, and was grinding his teeth. 'There must be something I can do… Maybe I can deactivate… No, that's not my field! That's more Reed's… Damn it!' Gripping his fists, he then looked around at his current location, seeing computers, battle damage, the guns firing, the recombinator, the vibranium, the window looking out at the bay… 'Wait, what was that? Vibranium? That's right! In Dr. Pym's book, Vibranium would explode if it absorbed too much energy? But what kind of energy source… Right, either we've got the Recombinator or…" The physicist was beginning to think, as he looked over at the Recombinator. He moved towards it, but was surprised when a tentacle picked him up by the wrist, James let out a cry of pain, as it felt like his arm was ripped out of its socket.

"Not so fast Dr Power. Don't think I didn't notice you…" The woman lifted him in front of her, as two other arms were playing tag with the Spider-men.

Peter backflipped onto a wall, and jumped off, he let out a grunt of frustration. He always hated adaptive and learning villains. Whatever weakness you exploited before, couldn't be exploited later. That's one reason why Venom and Kingpin were so hard to handle. They evolved, and in some ways, knew Peter in ways even Peter didn't know. Having a villain that can scrutinise the very way you scratched your nose, was more than a pain; it was a perfect recipe to end up dead.

Jackal aside, this was the most frustrating villain the former Spider-Man has ever fought. Usually, fighting Dr. Octopus, you fell back on taking advantage of his ego, or low self-esteem. He had a hard time taking a joke, and would flip out. And going in close range made him squishy. Also webbing the arms in ways that it couldn't be used again was another way to disable him. And on the odd occasion, as Spider-Man, he pulled the arms out, and that left Otto vulnerable. With Carolyn Trainer however, she was the type to monologue as she tortures you to death, making sure that the job is finished and the body incinerated, her self-esteem, or her daddy issues just makes her batshit crazy, and would make it super difficult as she would hold nothing back. Next, she mocks us, and has her own twisted sense of humour, there's her force field that protects the squishy center, and she upgraded the arms to be quite effectively near impossible with their strength to pull out, and let's not forget the weaponizing doodads that she added to them. 'I wish I could beat on Chameleon again… oof! I hate this witch!'

Taking a deep breath, Spider-Man knew that they had to do something, so he decided to do something absolutely insane.

"Hey, Trainer! Is this all you've got? As a mad scientist, you don't seem to be all that impressive! I'm sure Dr Doom could make something this crude!" This certainly caught the woman's attention.

She frowned for a moment. "Doom? That fool? You try to insult me with that fool? Do you take me for a fool? I'm not a petty villain in a cartoon." She proceeded to turn around, to observe the silent boy who was hopping around from the ceiling to the wall, landing graceful like a ballerina.

Rick in the meantime was busy concentrating. 'urg! What can I do? Webbing is useless, punching is useless, I try to get to the computers useless, I go to the little spider's room is useless… What would Ben do in this situation? There's always a solution… maybe what I need is a lot more webbing!"

He worked his way from wall to wall, fiddling with his webshooter, replacing the half empty phial of webbing, with a full one, finally getting into one corner, as the arm slammed into the corner, the boy proceeded to open fire with both his web shooters, emptying the entire phial, making sure to get the tentacle good and stuck.

The good news was that the idea worked. The arm had a hard time getting free, even pulling with all of its strength. The bad news was the villain was smiling.

"Very good little boy. Sometimes with enough webbing, one of my arms may become out of commission. But here you are, out of webbing, and I have an extra arm!" Her last arm went at high speed to hit the young hero, but he jumped out of the way, but in mid air, the arm moved in and coiled around the child.

"Ugh! Hrr.. Let go!" Trying to get the leverage to break out of the arm, he thrashed around, but all of it was in vain.

"Congratulations, you webbed up my arm. Might take a while to get it loose, but it took everything you had, currently in your webshooters. But alas… Now you are running on empty."

Peter cursed. Part of him wanted to curse Rick for getting into trouble, but it was a good shot to get one arm out of the fight. Unfortunately, the strength of the arms would force drastic measures. James was in one tentacle, Rick in another, the third caught in webbing, and the current one…

Peter jumped and avoided laser fire from the autoturrets, and the retired hero opted for some concentration to give him some breathing room, but launching several impact webbing shots at the turrets. After two shots, the first one that fired was covered in webbing, and proceeded to explode. Avoiding other targets, he launched another volley of webbing at the metal arm to connect it to the wall, successfully, knowing full well it wasn't going to hold for long.

It ripped out, but it was enough for Peter to launch more impact webbing at another turret. Another one bites the dust. There were three more, and suddenly Peter's sixth sense buzzed, as it was doing just about all the time, and he attempted to jump, but it barely made any difference as the end of the arm just slammed into his gut, and shoved him into the wall.

Scarlet Spider felt the wind leave his lungs, and heard a bit of a crack coming from inside him, and a sharp and loud pang of excruciating pain. His vision blurred a little, and his thoughts traveled to what was natural for him. 'Mary Jane… May… I don't want to leave you… No, I won't let her take me from you!'

Scarlet was starting to try and thrash on the arm with all of his strength, leaving things to adrenaline.

"Of course, proceed to hit things. Each and every one of you stood no chance. The one with the best chance was the child, and even he fell. What made any of you think you could stand up to a superior mind like myself!" The woman finished with a cackle.

Peter bashed at the arm with all his strength. He then tried to bash the wall behind him. The wall kept, and was very sturdy, even considering the wall-crawler's strength. He wasn't going to give up the fight, didn't want the young plucky Power Pack to become orphans like him, he didn't want Rick to die, just when they found some common ground… He wanted to hold his beautiful daughter in his arms, and his gorgeous wife… 'Oh Mary Jane… I don't want to leave you! Please, God… please… give me a miracle…'

From behind the victorious villainess, the Recombinator was heard being activated. Everyone turned and looked to find Spider-Man, of all people typing at the console. He turned and looked at the evil mad scientist.

"All right, Carolyn. Here's the deal. I'm here to settle the score. Several months back, you took someone dear to me, so I'm here to take away something you absolutely love!"

She looked hatefully at him, but her eyes widened when she saw what he was doing, and the math clicked, as she saw the wall in front of the green beam, was the vibranium piece webbed to the wall

"Are you insane? You'll kill us all! With the energy of the Recombinator shooting into the Vibranium…" As she spoke up, the metal was emitting an ear-piercing sound, like nails on a chalkboard. Everyone present were mentally panicking. "Autoturrets! Primary target, Spider-Man! Kill him!"

Two dozen more guns came out of the walls, the ceiling, even computer consoles, even two of the tentacle ends that were holding the father of four, and the youngest adventurer turned into guns, shooting at Spider-Man.

Instead, the Wall-Crawler ripped out the entire until of the console and tossed it in the direction of some of the roof turrets, and the villainess, who shot it. It was another momentary diversion that the web-head used, to rip out his friend Kurt Connors' life's work, jumping to avoid the vast majority of the blasts. He grabbed the Vibranium chunk that was starting to vibrate, and with some fancy acrobatics, all while remaining silent, he flipped over lasers, one time kicking a turret at another, approaching his target.

With all of his strength, he twirled around, avoided several more blasts, and tossed the metal debris at his mortal enemy. She had a panicked look on her face, as the projectile stopped in front of her, hanging in mid air, as her force field appeared, only for the metal to turn a bright neon pink. To everyone's annoyance, the irritating noise grew, and was vibrating sharply.

Carolyn at last decided to let go of the normal human being, to try and remove the object from her personal shield, but without success. She then began to re-evaluate her options. If she kept the force field up, then she would go down with the ship. It would be highly probable that she could keep one or two of her hostages here. If she removed the force field, then she would be open to an attack.

Taking a deep breath, she decided that it was best to figure out, a way out of this. She didn't want to suicide bomb these bugs. If she died, in this ocean… she wouldn't even have a proper epitaph. She got focused, figuring out her options.

In the meantime, Spider-Man actually sent some webbing to catch Dr. Power getting him in the middle of his back, with the wall-crawler pulling him to safety.

"All right, Dr. Power. There's the door I took to get in, just take that direction, left, right, right left, left, left, then there's the sub to get back up to the surface. If we aren't there in 5 minutes, 23 seconds, leave without us!" The hero handed the man the item that everyone fought over, and the man nodded and ran out the door.

'There's the matter of the civilian. Time for the absolutely crazy part. Gotta time this right!'

Carolyn sent her free tentacle to chase Spider-Man. In the meantime, she dropped her force field, as the alien rock fell to the ground, and she jumped about a couple meters back, as the clever hero launched a web at her. Amidst his avoidance of her guns that he disabled, by grabbing one, and tossing it at another, he hoped the impact webbing would hit its mark.

Reactivating her force field, the web disintegrated in front of her, as she breathed a sigh of relief. At this point, everything was a gamble. She noticed that he now was within ten feet of her. 'Spider-Man's quite fast. But he's panicking. Can't lose control here…'

She pulled from her belt a pistol in one hand, and with her other began fiddling with something else.

Spider-man travelled past her, and past the coiled tentacle, and as he timed his speed, slowing down just enough that he was out of the tentacle's range, as he flipped around, like a gymnast flipping around the bar, as the flying projectile chasing the humanoid spider, slammed into something, that wasn't flesh and blood.

The timing had to be precise, as the arm that kept Scarlet Spider pinned was thrown back a little, slacking its hold on its prisoner, enough for Peter to grab the tentacle, and throw it off him, as he jumped loose. The first thought he had was to focus on the other prisoner.

The woman decided to turn the gun of the one tentacle coiled around Spider-Boy, against the child, but with his only free arm, he tried to push the target away from him, desperately. Rick was panicking greatly as he struggles anew.

"A little help here!" The boy cried out.

Rushing to his aid, Scarlet Spider pulled on the tentacle, in the hopes of giving the younger clone some leverage to escape the titanium grip, of her tentacle. The hero felt a sigh of relief escape his lungs when he saw, that the boy had managed to slip away, from her grasp. While keeping the gun-arm tentacle from giving him, a new make-over. The two jumped out, towards the open area, opposite from Dr. Octopus. The two former prisoners turned their attention on Spider-Man who was still busy dealing with the guns and the three tentacles.

"Take care of the guns, and I'll take care of the tentacles. Once he's clear, we book it." Peter told his younger 'cousin'.

Having just changed his web cartridges to fresh ones, the little spaz nodded, then as fast as they could the two webbed up the remaining guns between them.

"You always ruin my work Spider-Man! I won't let you escape this time!" The woman spat out, full of venom. She launched her tentacles that he avoided.

"I won't let you get away, Carolyn! You're coming with me!" Ben returned the anger, with relish.

At her feet, the Vibranium couldn't hold its charge, and the sound started to muffle everyone's voices. The web-head proceeded to jump forward and punch her force field. Didn't work. She mocked him, and shouted, although that could barely be heard. The web-head webbed up a web ball, and chucked it. Didn't work either

She covered the Vibranium with a spare arm, whilst trying to rip away with the webbed one. She knew she couldn't remove one arm from the battle, else it would give a clear advantage to Spider-Man. The turrets were falling two, three at a time.

Carolyn was very visibly beginning to calculate, over what to do and what not do in the battle. She stepped forward towards the wall crawler, until stopping near the door. Then concentrated on the fight. Holstering her gun, she kept the object she had in her hand, as she flung her remaining tentacles, at him. Keeping him jumping from wall to wall, and firing energy blasts and energy blasts from the tentacle guns at him. The room was shining pink, with every second that passed by, as the light from the irradiated rock was starting to encompass most of the room.

'You aren't escaping this time Carolyn! I won't let you! For Seward!' The man turned, and landed on a wall, as another arm crashed into the arm, barely missing him, as he grabbed the arm and shoved it deep into the wall, only to then web it to the wall. He then concentrated on the other tentacle, unable to hear the cursing coming from the woman, as the shrieking sound overcame everything.

Scarlet Spider was trying to shout to his brother, that it was time to go, but his voice wasn't heard. The boy was also shouting, and with all the noise and distraction, Peter decided to reach down to his belt, and use a tool that he hadn't used in a while.

Facing the direction of the fight, was a red, black and white light, in the shape of Spider-Man's mask. It was a favourite of Peter's used to frighten minor thugs and gangsters, using psychological warfare, and send them scurrying. This however caught the two, obsessed battle fueled warriors' attention.

Peter waved to Ben to come over, but Trainer had another idea. She had a tentacle reach out to him, in order to strike him. However, Rick tossed one of the few remaining metal desks with such force to have it move to the wall, and temporarily web it to the wall. Instinctively, Spidey leaped forward to those he wished to protect, only for Rick to have things well in hand.

He was about to turn around, when Peter sighed, and webbed Ben's back, and yanked sending Ben on a surprise trip to the other wall-crawlers.

"Let's go! This place is going to blow! Within two minutes!"

"But Trainer! We've got her, where we want her!" Spider-Man angrily spat out, as turned to see her, look him straight in the eyes, with a snarl, as she pushed a button, which disconnected her arms from her body.

"Come on Spider-Man! We aren't leaving without you!" Spider-Boy pleaded with his mentor.

For a slight moment, Ben hated his clones' interference. He had Carolyn Trainer right where he wanted her. He looked at them, and looked at her. He then cursed, and muttered to his brothers. "Fine. Let's go. This way."

Grimly, he led his two brothers into hallways, with destroyed guns, and busted walls and terminals.

"Is this way to the escape pod?" Spider-Boy asked, freaking out.

'Mary Jane, I'm gonna see you! So long as I have Mary-Jane, I can make it back to her!' Peter focused on that, ignoring the pain within his gut, as he launched web after web, rushing back, mentally ticking the seconds away until the inevitable zero hour.

Ben on the other hand, was feeling conflicted. He thought he heard the Jackal laugh in his head, as he was caught between losing his family, and getting his revenge for his father figure. Part of him was upset that he had lost his chance to bring in Carolyn. But another part of him was relieved that he had saved the Recombinator and James Power. It would have to do for a victory over her. There'd be a next time after all… he'd make damn sure of it, if it was the last thing he did.

He was also upset at Peter and Rick for getting involved, but he wouldn't have arrived to track down this lair, and keep Trainer busy, and fight her off to a standstill, if they weren't here.

All three were scrambling at what seemed like 200 miles per hour, following Ben as the shrieking of the Vibranium was piercing the hallways now, as it prepared to unleash the energy Ben fed it, desperately.

"Come on, come on, come on come on!" Spider-Boy was praying that they arrived soon, and that James didn't leave yet. This wasn't going to be an explosion like Mysterio's ship, this was going to be bigger.

After what seemed like an eternity, they arrive in the loading dock. They breathed a collective sigh, as the pod was still present. It was the same pod that the other two spiders took, and the door was open. The three didn't hesitate to hop aboard, as Spider-Man just shouted at the physicist.

"Close the door, and lets get out of here! Let me take the helm!"

Pushing a few buttons, James managed to close the door to the sub, just as Spider-man hopped into the seat that James had just leapt out of. Forced to take another seat, before he could reach for his seat belt, he had a web draped all over him, courtesy of Spider-Man.

"Hang on to something you two, this is going to get rocky!" Pushing the buttons to launch missiles at the doors, he then put on the speed, as everyone lurched back. Dr. Power resisted the urge to heave at the sudden acceleration, as it nearly launched even Peter, through the air, who went to all fours, bracing himself for impact.

Scarlet looked over at the young clone, who was flailing, and the grown man webbed the boy, yanked, causing Spider-Boy to fly back towards him. He placed him underneath him, pinning him so he wouldn't hurt himself, due to what was going to be violent turbulence from the exploding Vibranium.

"Thanks, Scarlet…" The boy seemed surprised.

"You're welcome… no talking."

All three passengers braced themselves, as the hero of the day, picked up the speed, wanting to get to the other side of the bay as behind them, the base was ticking down to the last seconds.

As they approached the top, James was, despite the webbing, trying to remain in plane emergency crash formation. Spider-Man jumped over and started forming a web cocoon around him and the normal human passenger, with a soft inside, and hard outside. As fast as he could.

Suddenly the ship lurched harshly, and was thrown up, as everyone aboard felt a large feeling of vertigo, and then, after what felt like an eternity, everyone aboard realised how far the explosion tossed them up, as they started falling for what seemed like half a minute.

They then felt a last large jerk and a crash all around them, that shook them all up.

Feeling dazed, for what seemed like an eternity, Peter, woke up, looking down, to see the boy underneath him, rubbing his head. Getting up, and looking around, it looked like some of the metal was bent. His head was banging.

"You okay, kid?" Scarlet asked, getting his bearings.

"Does okay constitute feeling like you were the hacky sack being kicked around between Juggernaut and the Hulk?" The youth overexaggerated, getting up.

"I guess we made it," The two then recalled what happened.

"Ben!" Scarlet Spider and Spider-Boy jumped forward to the head of the sub, to find the cocoon around the co-pilot's seat. They swiftly took out the spray to disintegrate the webbing, it took a good solid minute, of getting to the soft jelly inside.

Their hearts beating, they slowly sagged a split-second later when they finally cut through, the webbing to find the symbol of Spider-Man, on the back of the friendly neighbourhood Spider-Man.

"Ow, that hurt. Are you all right, Dr. Power?" Spider-Man stretched, as he took his own spray, and sprayed the inside, as a voice was heard.

"Ugh, I don't know. Thanks for softening the blow." The formerly missing hero grabbed the civilian gently, and in a fireman carry, tested the gravity, and discovered that the escape pod was on its side. Luckily for the three superheroes, this wasn't so much an issue.

"This is a problem one can punch through, as Rogue would say." The boy punched at the side door, as it went slightly ajar. Using the rest of his strength, he punched, and punched and punched as the hole became larger, and larger, and finally, Spider-Boy took one final punch, and the door flew open.

As they left the submarine, Spider-Boy came out, only to see the moon shining, as he was followed by Scarlet Spider, and finally, Spider-Man who was carrying the civilian. The three regrouped on the ground, as they laid James down, not leaving his side.

The youngest of the four fell to the ground relieved. "I'm alive!"

The current active hero spoke up. "Why did you guys go in, against Dr. Octopus? It was my problem!" Ben wasn't exactly pleased. He felt cheated of his chance to avenge his father figure. The man who was murdered by his daughter.

"Because you vanished without so much as a word, Spider-Man! We were worried!" The married man replied, offended by the sudden accusatory tone.

"Normally, when we want to deal with a problem on our own, we tend to keep to ourselves! I figured you two would understand that, and respect it!" Spider-Man scolded his 'brothers' sharply.

"Not when you go off the radar, without so much a word or that we don't see you in a week! Then we know there's a problem!' Spider-Boy whined, in a needy, yet clingy cry.

"Listen, you two…" The angry older brother was cut by another voice.

"Will you quit the arguing? I admit, it reminds me of my kids, but it seems that you guys were worried about each other." James interjected, from his place on the ground.

Before they could continue the arguing, sirens were heard, getting very close.

"Guess we weren't out for too long. I need to report that the case is closed, for the Wakan-" Peter started, but was cut off by his older brother, who sighed as he spoke up.

"I'll take care of it. You two, go ahead and get some rest. I'll be home after this." Spider-Man finished, as he decided that the conversation would need to occur later.

"Promise?" Spider-Boy spoke up, hopeful.

This caught Ben off guard. 'How can Rick, with all my memories, sound like such a helpless child, needing reassurance? Did I ever sound that clingy when I was his age?'

After a second, Spider-Man smiled under his mask, and finished with, "Promise. I'll be there. I'll tell you once I get home."

Spider-Boy and Scarlet Spider swung off. Spider-man stayed, as the first police cruise revealed itself, and the first person to leave the car was a familiar man.

"Spider-Man! What the blazes is going on?" It was Burdick. Spider-Man sighed in relief.

"Is Stacy there? 'Cause we are going to need the coffee for this. Also, an ambulance for Dr. Power is needed." Spider-Man asked him.

"You two! Get an EMS over here! We've got an injured civilian! You! I want his loved ones contacted! And Stacy! Get me some coffee!" The man barked out orders, as he annoyingly approached Spider-Man. "There better be a good reason for all this hell going on in the city."

Swinging in town, the two clones swung in silence, as Peter then broke the silence.

"Hey, kid? Can you hold up for a sec?"

"What is it? Wanna do the usual dance we've done before?" The boy started on the defensive.

"No, Spider-Boy. I don't want to argue anymore. You've more than proven yourself as a hero. I just want to say that I want to talk to you. Over a burger and fries. My treat." The adult was starting to show his mature side.

"Okay… you did mention something about that." Spider-boy muttered out loud. "What do you have in mind that would be open at this hour?"

A smile could be seen through Scarlet's mask. "Rich Rider works not too far from here, at Marvel Burger."

About a half hour later, the two were silent on top of a building, masks rolled up for eating, as the two ate their burgers in silence.

After what seemed like an eternity, Rick started.

"Soooo…" The boy was eagerly nervous.

"I'm sorry for misjudging you, and everything." Peter blurted out. The man was embarrassed about the apology.

"What?" Rick was shocked at what he heard. The adult sighed and spoke up, looking at the space of the city. The Spider-Men's personal jungle gym.

"I don't like it when we have to deal with the Jackal. It always leads to heartbreak, and I don't want to deal with him anymore." It was a bit of an awkward way to start. The silence took root.

Rick took a bite of his fries, and swallowed.

"Is it the entire clone thing?" Rick tried to guess, wanting to run away from this conversation.

"This is hard to say, because it was the scariest moment of my life. What that man did to me… rgg…" Scarlet recalled the horror of what happened. Rick just looked like a lost child then. "Did Ben put you into the brain machine?"

"Yeah, and he had Jean give me a brain lobotomy and put me back together." The boy's voice was a little shaky. He didn't want to ask, but he knew it had to happen. "What happened?"

"It was when MJ was expecting. Jackal activated a psychic trigger. He had me chase down Mary Jane, to try and kill her." Ricks head whipped up from his food.

"What! That fucking-" Before the boy's temper could go any further, the father continued.

"I chased her across the city, even tearing through the New Warriors and Ben to get to her." He explained.

"Didn't you fight it?" Rick tried to argue.

"I did! I was a passenger in my body! I was begging the New Warriors to kill me! It… I never felt so helpless in my entire life!" Peter wanted to bash something, but his stomach reminded him that that might not be such a good idea right now.

"What did you do to overcome the programming? A mind machine? A telepath?" The young sidekick inquired.

"Nope. It was the power of love." Peter remarked, romantically.

"Seriously?" The boy was shocked.

"Yeah. I overpowered the programming. It was a fluke. But that's the thing…" Peter continued, awkward about the next step.

"What is?" Rick was now quiet again.

"When you came along-You see, I'm a father now. I want to protect my daughter. I thought-You were going to hurt her, consciously, or subconsciously." Peter said as he turned away from the other spider-themed hero.

This led to another moment of silence, followed by the newer clone, just uttering, "Oh."

After another eternity of silence, the younger hero spoke up again.

"I guess I can see what the problem is."

"Yeah," Spider-Man commented.

Silence seemed to be going on quite a bit between the two. Peter then broke the silence.

"Mary-Jane will want to make sure, we are both all right."

Spider-Boy stiffened.

"Y-yeah, don't worry. You can tell her, we all made it out alive." The young child looked away from the married man.

"You don't like her?" getting back on the defensive Peter was ready to pounce again.

"NO! It's not that! It's just weird," The boy folded his arms, as he shuddered a bit, this obviously confused Peter.

"Then what is it?"

After an awkward moment, the little Spider searched for the proper words. "I have memories of her." He revealed nervously.

"Well, that's to be expected," Peter stated, matter-of-factly.

"No! Not just regular memories-Um, Kind of-Uuuuh-Intimate ones." The boy blushed deep red, looking so small and embarrassed. He was a bit on the spot.

This stunned Peter, to the point of incredulousness. His face turned from shock to rage. "That rat-bastard!" The man proceeded for the next three minutes to do nothing but cursing.

"Sorry," Rick muttered quietly under his breath.

This was answered by a cold "It's not your fault." It felt stinging to the child, but after another moment of silence, there was a genuine response from Scarlet Spider. "It's not your fault, kid. Those are precious, intimate moments that should belong to only me and MJ. This is another one of his sick jokes." Heaving a slight sigh of relief, along with a final bite out of his burger, Peter then added, after finishing his own burger. "And it explains why you've been avoiding MJ. That would definitely mess with your head."

The two then finished their snacks, and they lifted their masks over their mouths. "I'm heading home. You should head for bed." The grown up gave the mature adult suggestion.

"Okay, I just want to plop down." Spider-Boy crumbled up the wrapping to his burger. "Was this as awkward for you, as it was for me?"

"Let me think about tha-YEAH!" Scarlet Spider nodded vigorously, before webbing off.

Aiming in another direction, to head home, Spider-Boy was about to launch off, when a voice spoke up next to him. "At least something good came from this escapade."

Spider-Boy nearly lost his footing and fell off. "Who! What! The hell!" He whipped around, to discover Spider-Man behind him. "Don't do that! You nearly gave me a heart attack!"

"No need to be so melodramatic. Listen, Rick. I'm sorry I vanished like that, this was a personal matter, and I didn't want to involve anyone and endanger you all."

"I understand. I was just-" The boy started, but Ben stopped him.

"Maybe I should have told you guys I was all right. But it's a long story. Carolyn Trainer killed someone important to me, and I didn't want her to do the same to any of you."

"And even though we came in to save you, you ended up saving us instead." The boy self-flagellated, expecting a scolding.

"Ah no. Sure you guys got caught, but if it wasn't for you, we wouldn't have saved the Recombinator and Dr. Power. And I probably wouldn't have survived myself. Thanks."

This was unusual and unexpected praise, the boy simply stood shocked, and open to this compliment. "Thanks."

"But next time, I don't want you nor Scarlet Spider taking unnecessary risks. That was reckless and stupid!" Now came the scolding.

"All right, I'll pace myself a lot more in the future." The sidekick didn't have the energy for arguing back. 'And I won't tell you she dropped a building on me.'

"Good. I'm glad that you guys are getting along a lot better. Even if it is awkward silence." Spider-Man backed off on the aggressiveness.

"The other guy seems to have had a good reason to distrust me, if what he says happened to him is true."

"That was really hard. I'm glad it worked out though." Ben sighed, exhausted himself. "Let's head home, and get to bed. We'll see in the morning if you're fit to go to school." This got a whine from the child, as they swung off home.

'Maybe going home and sleep would be good. Home… that does sound good right now.'

Arriving home, Peter entered through a window, into the dark room. He snuck in, tired from the long evening. He dragged his feet across the rug, removing his mask and sunk down on the couch. His gut ached. 'Probably a broken rib. Give it a week, and it should be good as new. Gonna hurt like a mother for the time being though.'

The man looked like he was going to fall asleep, when a lamp went on in the chair near him. This caused him to jump, as he looked at his red-haired wife, in a bathrobe, smiling at him.

"Petey-o." She smiled sweetly as she approached him, and greeted him with a deep passionate kiss that seemed to last forever. Her strawberry shampoo overtook him, her gentle embrace… that was heaven. Peter just wanted to give himself over to her, utterly and completely, like it was the most natural thing.

When she finally released the kiss, after an eternity, she whispered to him. "I'm glad your home, honey. I'm so happy." She was happy to have her family home.

"I'm happy too-ow!" her hand rubbed against his sore side.

She resisted her worrywart instinct, and just took a deep breath as she got up, and brought over some herbal tea, which he accepted. "Are you all right, tiger?"

"Just a bad blow from Ock. Cracked rib. Will be fine after a week." While she was rubbing the tender injury, this got an upset look, as she muttered something untoward about the villain of that evening.

"How is Spider-Boy? Did you find Ben?" She asked, broaching the sensitive topic.

"Rick's all right. Saved my life. I guess I can give him a chance." Peter tried to come across as stoic in his response. This got a smile from his wife.

"I'm so glad you two can start getting along. I was worried." She whispered to him.

"He's got it bad. He told me why he was avoiding you," This got her curious, and confused if she should probe further. This would be something Rick should tell her himself, in her opinion.

"Why is that?" Mary Jane, asked, her heart dropping.

"Well, he has… lots of memories of you and me." He answered.

"Memories? But that's all right, he is family after… all…" She looked at her husband, as he looked away, turning red, and nervous. This got her to bite her lip. She didn't want to wake the baby, as got up and started punching the pillow on the reclining chair. "Stupid! Perverted Asshole! GAH! I want to shoot the fucker!" She nearly shouted out loud.

"Sorry," Peter retorted in that same shy apology his clone gave earlier. His wife looked at him, and brought her finger to put her hair behind her ear.

"Why are you apologising, Petey? It's not your fault. Now that I understand why, I'll give him his space, and let him come when, he's ready. In the meantime, I'll mod the Call of Duty game to shoot that scummy fuck-faced piece of shit, and that will be that."

Peter looked at his wife, as she said that in the most empathic, genuine, 'gentle' way possible. She looked radiant, and he had butterflies in his stomach, like he was getting eager. Before he felt anything else, he answered the one question left unanswered.

"We found Ben. He actually saved us, when we fought against Dr Octopus. Was a close one, though."

"Did you guys take her in?" Mary Jane asked, concerned about her boys.

"No, we had to escape."

"Hence the loud bang across Manhattan, and the temporary Niagara Falls." She answered sarcastically. She held her breath at the next question "What about Ben?"

"He's coming back home. I'm thinking of calling him tomorrow." Peter answered, feeling his exhaustion. Mary Jane left a breath of relief out. "I think I'm gonna hit the couch now."

"No Peter. No sleeping on the couch." She got up and walked a few steps away. This got Peter's attention.

"What? What do you-?" He looked at her.

"No sleeping on the couch, we have a bedroom for that." He smiled at her response.

"Thanks MJ. Gonna be wonderful sleeping in the bed again." He responded, as he got up. She responded immediately.

"Sleeping? what are you talking about?" She seductively replied, as she opened her bathrobe, letting it fall, to reveal a lacy, black corset. Peter smiled, finding his second wind, as he devoured the sight of his beautiful wife.