"Psst," Tom looked up at the electric blue body above him. Max opened his eyes, narrowing them when he saw the brunette.

"I'm gonna get you outta here, okay. But we need to hurry."

Max tilted his head, "Who are you?"

Tom smirked, "I'm Tom Osborn. I'm here to make you a deal."

Max snarled, "I should kill you.."

"Oh, come on. There's no need for that! Think bigger, Max," Tom took a quick glance behind him to make sure no one was coming, "I'm not the one you want. You want Spider-Man."

At the sound of the vigilante's name, Max growled.

"I can give him to you, Max- But..I need something first. I need you to get me into Oscorp-"

"Get you into a building that you own?"

Tom grinned and shook his head, "Used to own. Oscorp betrayed us both so I can't get in there without you and you can't get out of here without me."

Max breathed in heavily, "You couldn't possibly know what I want-"

"You want Spider-Man. Dead."

Max gritted his teeth, "How do you expect me-"

"By using all of the power from the city, Max. You think Spider-Man can take you on if you're in control of all of New York's energy? You'll have him begging for his life! Once you shut down the grid he'll come to you and I want you to make him bleed!"

Tom turned his head towards a sudden crash coming from the staircase. It was only a matter of time before authorities arrived.

"Max, we don't have much time!"

"Give me one good reason why I should trust you."

Tom looked up and sincerely said, "Because I need you!"

"You need me?"

"Yes..you are the only chance I have at surviving. I can't do this without you."

"You need me?" Max asked skeptically.

"Yes, Max-"

The door was burst open and the authorities filed into the room. Tom grabbed the taser he stole from security when he came in and leaned over the monitor and shocked Max in the leg just as two cops grabbed him by the waist.

"Max, please, I need you!" Tom tried to pull himself out of the cops grips but it was no use when they all got a hold of him.

Max felt the electricity surge through his body, giving him enough power to hover up and disintegrate into a cloud of electricity. Everyone stopped their actions to scan the room for Max. With their backs turned, they didn't realize the cloud form in the air. It began to take on the shape of Max's body, forming an arm as he raised it at the cops, shooting thousands of volts from the palm of his hand. When they hit the ground, Tom looked up at his new ally and grinned mischievously.

"So you want to be friends?" Max asked as he lowered himself to the ground.

Tom snickered and went to place a hand on Max's shoulder, "I thought we were already friends-" He pulled his hand back when the electricity shocked him.

"I had a friend once..it didn't end so well."

Tom nodded, "I was betrayed too."

"Then let's go catch a spider."


Nicholas sat at his desk looking out the window when Michael stormed into his office.

"We have to move, now."

Nicholas rotated his chair back over to face the man standing in front of his desk.

"Why? What happened?"

"There was a breach-" Michael threw his head back when a sudden burning sensation burst in his chest. Nicholas gripped onto the armrests as he watched the electricity burn a hole through his partners chest, making the man fall forward onto the floor. When Nicholas looked back up there stood Max with his arm extended.

"Remember me?" Max flicked his fingers towards Nicholas' desk, shooting sparks out of his finger tips causing the desk to fly across the room and into the wall.

Tom emerged from behind Max, the boy sporting a wide grin.

"Oh, how the tables have turned," He rubbed his hands together as he walked in front of Max to fully face Nicholas, "You didn't really expect it'd be that easy to dispose of me, now did you?"

Tom turned his head to face Max, "Of course I'd come back to seek revenge. Right, Max?"

Max nodded, his eyes never leaving Nicholas.

"Absolutely."

Tom slapped his hands together, "Now, my wonderful genie, it's time to grant me a wish. I want in to Special Projects-"

"How dare you come back, you spoiled, ungrateful little-"

Max flared his nostrils and shot a bolt towards the man across the room, hitting him in the heart area and causing him to drop to the side.

Tom winced, "See..this is what happens when people don't take you seriously."

The brunette skipped his way over to Michaels body, grabbing the pistol from the dead mans holster and made his way over to Nicholas' body. He bent down and pointed the gun at the man as Max readied himself to stabilize him.

"Clear."

Max shot the man in the chest, Nicholas shot his eyes opened and opened his mouth as he gasped for air.

"Welcome back to round two, Nick. Let's go take a walk." Tom grabbed Nicholas by the arms and pulled them both up to their feet. He turned around to face Max and smiled.

"It's all yours." Tom shoved Nicholas forward, leaving Max to take care of his unfinished business.

Tom and Nicholas walked passed the Oscorp employees as they made their way to the elevator. Tom watched the man type in a passcode into the executive access panel, watching it read Proceeding to: Special Projects Division. The elevator lowered them passed the basement and into a large dark area. Tom pressed the gun against Nicholas' back and pushed him forward and out of the elevator.

As they stepped onto the platform the lights flickered on, revealing many sealed doors labeled with different letters.

"The spider venom. Give it to me." Tom ordered.

A sudden hiss was heard when the steel doors raised. Tom looked around at the different armory as Nicholas leaded them towards the venom.

"What is all this?"

Nicholas smirked, "The future." He swiped his keycard to open a glass door. They stepped inside and Tom instantly noticed the monitor reading Araneus Oscorpeus with a photo of a spider and the DNA molecules next to it.

Tom watched the man in front of him grab the syringe and green serum.

"Load one up." He raised his gun at Nicholas.

The man licked his lips and hesitantly inserted the green serum into the syringe.

"It won't work. We ran every diagnostic test, apart form human trial-"

"Shut up and do it." Tom removed his sweater.

Nicholas turned around, looking into Tom's red eyes.

"Do it." Tom hissed, his hand shaking as it held up the gun to Nicholas' face.

Nicholas injected the venom into Tom's forearm watching the boy smile wickedly.

Tom chuckled dry heartedly, "You had it..all this time." He winced and tilted his head to side as he felt a weird pain shoot up his neck. Nicholas noticed the veins in the boys neck expand.

"Argh!" Tom shouted, dropping to his knees as he clawed at his shirt. His blood was boiling, his bones felt as if they were made of glass. He tore through his shirt as he felt his shoulder blades begin to pop outward. His skin reddened and his veins began to pop out more as the venom surged through his body.

Nicholas ran passed him and back towards the elevator, turning on the emergency lockdown. He took one more look back at Tom as the elevator raised him back up to the lobby. Tom's yells of pain and agony echoed through the walls of Special Projects. His skin was on fire, he felt his bones expanding, he saw his nails grow into sharp claws. Tom began to crawl his way over to the only other opened door of one of the armories.

He climbed into the battle suit, his feet being sealed onto the glider. Tom raised his armor cladded forearm and read the small screen.

Critical Injuries Detected

Healing Protocol Activated

Tom felt the pain finally cease. He felt the strength begin to make itself known, the anger was definitely increasing. All that his mind was set on was killing Spider-Man.


Aubrey tapped her fingers against her knees as she waited for the cars in front of her to move.

Stacie leaned forward from her seat in the back, "What the hell is going on?"

The blonde rubbed her temple, "I don't know but it better get resolved before I stomp out of this car to fight someone."

Chloe snickered from the passenger seat, "You're so impatient."

Aubrey scoffed, "I don't need your criticism, Beale."

"I was simply stating a fact but don't worry I still love you." The redhead blew her best friend a kiss with a wink.

Stacie rested her chin on Aubrey's seat, "Speaking of loove..how's it going with Beca? Why didn't you stay with them?"

Chloe shrugged, "Beca said she had something to do and Amy and Jesse had to go home."

Aubrey threw her head back and groaned in annoyance, "Finally!" She drove slowly as the car in front of her moved slightly forward before stopping once again.

"Are you ser- you know what? No." Aubrey unbuckled her seatbelt and exited her car with an aggravated huff. Stacie and Chloe watched their friend stomp her way over to the crowd of people piling themselves against the railing of the bridge. Aubrey looked up and shook her head, letting out a chuckle before making her way back to her car.

"I'm gonna kick your little girlfriend's ass, Chloe."

Chloe and Stacie stepped out of the car and followed the blonde back to the crowd of people.

"What do you mean?"

"Leave it to Beca to give a romantic gesture during rush hour." Aubrey gestured toward the Brooklyn Bridge just up ahead across the water. Chloe's face broke out into a smile when she saw the words I Love You webbed onto the side of the bridge.

Stacie let out a squeal, "That has to be the cutest thing ever, oh my ovaries!"

Chloe smiled, "God..I love her so much."

Aubrey quirked her eyebrow when multiple people began to point at the sky. The blonde looked up and rolled her eyes, shaking her head with a smile on her face. Spider-Man swooped down and grabbed Chloe from her waist, swinging them over to the top of the bridge.

Chloe laughed, reached forward to pull the mask off of her girlfriend's head.

"Hey, did you see my message?" Beca winked.

Chloe pretended to look confused, "What message?"

"Ha ha, very funny."

Chloe bit her lip, slowly sliding her teeth back to release it.

"I love you too."

Beca smiled and leaned in, claiming the redheads lips. Chloe brought her hand up to cup the brunettes cheeks, taking a small step forward to press her body flush against Beca's.

Beca pulled away, her eyes slightly droopy from her daze.

"Now that this is all finally over..I wanna do things right." Chloe can hear the hesitance and nervousness in Beca's voice. Much like that day in the hallway when she had tried to ask her out.

"What do you mean?"

Beca shrugged, "Things have been crazy. We never got the chance to act like a normal couple. Like..going out on dates, watching corny movies, walk around the city holding hands- just normal couple things. That's all I wanted all these years and with Spider-Man..it's been hard for me and I'm sure it's been hard for you-"

Chloe pressed her lips gently onto Beca's.

"Babe..I don't need all those things. I'm happy with the way things are. I'm not saying I'll be opposed to actually going on a real date with you because of course I would love to. All that's happened has been crazy and problematic but I can't stand here and tell you that I wasn't enjoying the trill of it all. Before Josh..that is."

Beca chuckled and nodded, "I just want to make sure you're happy."

Chloe tilted her head and licked her lips, "Then don't leave. Stay."

Beca leaned forward and pressed her forehead against Chloe's, "Always."

Just as Chloe was about to reconnect their lips, Beca shot her head towards the city and furrowed her eyebrows when she saw all the lights flicker off. Chloe mirrored Beca's expression.

"What the hell is going on?"

Chloe turned her head towards the power grid and flinched when it burst. Her eyes widened when she saw a hovering light.

"Is that Max?"

Beca nodded, "He must have cut the power to the whole city."

The brunette scanned the city below them, "This has to be some kind of blackout plan, right?"

Chloe looked at the side of her girlfriends face, "There's an emergency reset at the power plant. If he cuts the transmission lines..they're never gonna restore the power."

Beca bit her lip and tightened her grip around Chloe's waist, "How the hell am I gonna stop him? Every time I get close to him he fucks up my web shooters."

"Have you tried wrapping them?"

"Everything. Rubber, plastic, nothing works."

Chloe shot her eyebrows up in realization, "What about magnetizing them?"

Beca opened and closed her mouth, knitting her eyebrows together.

"That...I didn't do."

Chloe shook her head, "Don't you remember eighth grade science class? If you magnetize a nail with a battery..."

"It holds an electric charge.."

Chloe nodded her head, "Yes, babe, now you got it."

Beca lifted Chloe off her feet and spun her around, "Where would I be without you."

Chloe laughed, "Let's go." She slid the mask back over Beca's head and gripped her girlfriend tightly around her shoulders as the brunette lowered them back down to the street.

"Don't panic. Everyone, please return to your vehicles and await further instructions. Please remain calm. I repeat: Do not panic. Please return to your vehicles."

Chloe and Spider-Man jogged over to the police officer with the megaphone.

"Officer!" Spider-Man shouted.

The cop whipped around, megaphone still placed in front of his mouth, "Spider-Man!"

Beca shot her head around as a loud ringing exploded in her ears, "Woah!"

Chloe faced the officer, "My father is Captain Beale-"

"Yeah I know who you are, Chloe. What can I do for you?"

"Jumper cables."

The officer raised his eyebrow, "Jumper cables?" Chloe nodded.

"And a copper wire."

Spider-Man turned to Chloe and pointed at her ear, "DO YOU HEAR A RINGING IN YOUR EARS?!"

When Chloe winced Beca added, "AM I TALKING LOUDER THAN I NORMALLY TALK?"

Chloe bit back a chuckle and nodded, "Yes. Go wait over ther-"

"WHAT?!"

Chloe rolled her eyes and pushed the hero over to the cop car.

The officer hopped into his car and popped the hood once he handed Chloe the jumper cables and copper wire. Chloe clipped the wire to the engine and attached the cable to Beca's web shooters.

"Alright do it!" Chloe signaled for the cop to start the car. The electricity shot through the web shooters, magnetizing them.

Spider-Man gave the cop a thumbs up before turning back to Chloe.

"Awesome work."

They shot their heads up to see a billboard fall onto the ground.

"Alright, I gotta go." Spider-Man went to move past Chloe but the redhead grabbed her by the arm.

"Excuse me? I'm coming with you."

Spider-Man shook her head, "Chlo, it's too dangerous."

Chloe folded her arms, "Do you even know how to reset the system? I've seen the grid layouts, you haven't."

Spider-Man rested her hands on her hips and sighed, "You're not coming with me-"

"Yes. I. Am." Chloe jammed her index finger into her girlfriend's chest with every word.

Spider-Man raised her hands in surrender, "Fine. Close the hood."

Chloe walked over to the hood of the cop car and placed her hand on the rim to lower it.

"We need to have a serious talk about the word Teamwork-"

Spider-Man shot a web at the redheads hand, webbing her to the car.

"I'm sorry I'm sorry. I love you, don't hate me!" Spider-Man shot a web at a building and pulled herself off the ground to make her way over to the power plant.

Chloe's jaw fell in shock, "REBECCA MITCHELL-" She slapped her hand over her mouth when she realized what she just said.


Jesse shuffled his way over to his front door, rubbing his eyes sleepily as he opened it. He sighed when he saw Amy on the other side.

"What is it?"

Amy pushed passed him and made her way over to the counter to grab his car keys.

"Amy-"

"No time, Swanson. It's the biggest blackout we've ever had right now and you and I both know who it is." The blonde tossed the boy his car keys. Jesse's eyes widened in realization.

"Max?- Have you called Beca?" Jesse hopped out of his house as he slipped his sneakers on. Amy shook her head and held onto his shoulder to keep him balanced.

"She's not answering."

Once he was done, Jesse leaded them towards his car.

"Call Chloe."

Amy nodded and quickly dialed the redheads number. Almost immediately she answered.

"Chloe?-"

Where are you?

"Jess and I were about to go find Beca. Where are you?"

Come pick me up. I'm on Lexington. My lovely girlfriend WEBBED ME TO A COP CAR

Amy snorted, "Charming. We'll be right there."

Jesse pulled out of the driveway as quietly as he can to not wake up his parents.

"Where is she?"

"Lexington. Step on it."


The sounds of children crying and doctors and nurses scurrying around for tools made a shiver shoot down Aunt May's spine. She stood beside a doctor as he hovered over a patient.

"I need a respirator, May."

She whipped around, "The battery powered one!" Aunt May quickly went over to the table and grabbed the respirator.

After her deed was done she went back over to her station. Her mind flowed with thoughts of Beca possibly out there facing danger on her own. Aunt May swallowed the lump in her throat and convinced herself that her niece will be fine. At least.. she hoped so.


Spider-Man swung her way over to Oscorp where the building seemed to be covered in electric blue and orange bolts. She perched herself on the side of a rooftop water tower.

She looked up and saw that the side of the Oscorp building began to form a face.

"Back for more, Spider-Man? It's time for you to die."

The face then turned into a large cloud of electricity, shooting itself towards the hero. Spider-Man swung away, running across rooftops while dodging multiple bolts of electricity. She looked up and saw Max hovering in the air.

"Max, stop this NOW!"

Max disintegrated himself into an electricity cloud and maneuvered himself away with Spider-Man close behind him. They reached the power plant, Spider-Man climbed to the top of the clock tower while Max went further into the grid.

"You think you can stop me, Spider-Man? By the end of the night you'll be dead and I..will be like a god to them."

"Who's gonna bow down to a god named Sparkles?"

At the sight of another bolt of electricity being shot her way, Spider-Man leaped off the clock tower and plummeted down to the ground and onto the Hydro Pumps and used her webbing to pull the pipes off, shooting water at Max.

"That won't work this time! Is that all you can do?!" Max used his energy that he gained from the blackout and overpowered the water. The extreme force knocked Spider-Man off her feet, shooting her back.

Meanwhile, Jesse and Amy finally arrived to Lexington immediately seeing the angry redhead still webbed to the cop car.

"Hey, Chloe-"

"Just get me outta here! I swear if Beca isn't dead already by the time we get there I'M gonna kill her myself."

Jesse chuckled under his breath as he cut through the webbing. Chloe stomped her way over to the jeep and slid inside. Amy and Jesse soon joined her.

"She's at the power plant. Let's go."

Spider-Man kicked Max in the stomach, sending him in the air. She shot two webs at his chest. Max growled and grabbed the webbing expecting it to electrocute the hero but instead, the electricity bounced off the web shooter.

"Thank you, Chloe Beale." Spider-Man smiled to herself. She grabbed hold of the webs and swung Max towards the pipes on the ground.

The sudden collision pushed her back and into a pipe herself.

"Shake it off, Spidey, come on." She groaned.

Spider-Man looked up and was instantly shot back onto her back.

"What the fuck."

Max moved across the grid at a rapid pace. Knocking the hero off her feet every so often.

Spider-Man swung herself up only to be knocked against the grid multiple times. Max lowered himself onto the floor, using his electricity to trap the hero in the air by her wrists and ankles.

Spider-Man used all of her power to try and gain control of her wrists. Attempting to aim her web shooter at Max.

"Bet you never saw this coming-"

Jesse drove his jeep through the gate and straight into Max, knocking him off his feet, sending him flying into the air.

Spider-Man fell forward onto the gravel, smoke radiating off her suit.

Jesse and the girls exited the car, Chloe stomping her way over to her girlfriend.

"Really? You webbed me to the car? What the hell, Beca."

Spider-Man managed to get back up on her feet.

"You shouldn't be here."

Jesse and Amy rolled their eyes and joined Chloe.

Jesse spoke first, "Like hell we shouldn't. It's insulting that you didn't even call-"

Beca brought her hands to her head, aggravated she said, "Guys! This isn't a joke anymore. You need to leave."

Amy stepped forward, "It was never a joke, Web head. All those times you beat those guys were because you had a team by your side. What makes you think it'll be better if we left?"

Chloe sighed, "Babe, you need to let us help you. I know how to reset the grid. You can't do this on your own."

"GO HOME!" Spider-Man grabbed Chloe by the shoulders and shook her head rapidly, "Chlo, you can't be here right now- I'm not fucking around this isn't safe-"

"No one is making my decisions for me, Beca. Not my dad and most certainly not you so shut up and let us help!"

Beca threw her head back and groaned, "Oh my god, okay."

"How do we stop him?" Jesse asked.

Beca guided the three towards the power house.

"Well, what happens when you overcharge a battery?"

Amy snapped her fingers, "A big boom! Gotcha! Alright, Red. Let's go."

"Guys!"

The three turned around to face the hero.

"I'm gonna keep him occupied," She turned to Chloe, "..when I say to turn the power on, you turn it on. No matter what."

Chloe furrowed her eyebrows, "Bec.."

"No. Matter. What."

Spider-Man watched the three make their way towards the building. Chloe looked over her shoulder and smiled reassuringly.

The hero turned back around and saw Max starting to regain his composure.

The world seemed to have slowed down when Beca suddenly had Matthews voice ringing in her ears.

Leave Chloe out of it..

She shook her head to clear her thoughts, her eyes widening when she realized Max was darting towards her. Spider-Man shot a web and pulled herself up and away from his line of fire. She dodged several bolts and attacks. Seeing the grid coming into view she quickened her pace and swung over as fast as she can.

Chloe opened the door and gasped when she saw the dead body on the floor. Jesse and Amy entered and had the same reaction.

"Alright so what exactly are we looking for?" Jesse asked.

Amy looked around he desk and pointed at a glass case.

"I'm thinking this is it..since it requires a key."

Chloe rummaged around the desk until her eyes fell on the body on the floor. She gulped when she saw the keys dangling from the man's fingers.

"Oh god." Jesse looked away.

Chloe snatched the keys out of his hand and made her way over to the case. Unlocking it and hovering her hand over the handle from the inside.

"Now we wait."

They looked out the window just in time to see Beca webbing the broken cables of the power grid and holding the ends together while Max shot thousands of volts at her chest. Beca struggled to stick the four ends of webbing to each other but once she had done it, at the top of her lungs she yelled.

"DO IT NOW, CHLOE!"

The redhead shut her eyes and pulled the handle. Jesse and Amy watched the electricity shoot out of the webs and straight towards Max who fell to ground followed by Spider-Man who was also shot backwards.

The webbing continued to shoot Max with the electricity until he finally reached his limit, falling to ground with nothing left of him but the meter from his head.

Spider-Man's chest raised and lowered as she finally found the time to catch her breath. Her muscles were sore, she was exhausted. But, nevertheless, she stood up and began to walk towards her friends.

"How about a pizza on me?-"

"Heh heh heh!"

The four looked up to see someone hovering above them on a glider.

"Guys, stay there." The hero raised her hand to tell them not to move. Jesse and the girls stayed by the entrance of the power house. Chloe raised her eyebrow and began to walk a little further up.

The person glided down in front of the three, facing Spider-Man.

Tom hissed as he turned his head to look at the other three behind him. His eyes landing on Chloe. Raising his eyebrow he looked back at the hero.

With a wicked laugh he said, "Well well well, Mitchell. When you said Spider-Man said no...you really meant YOU said no."

Spider-Man took a cautious step forward, "Tom..what did-what did you do?"

"What you made me do, Mitchell. I thought..since our dads were such good pals..maybe we can be too if you helped me. But no, no no no..you BETRAYED ME!"

Spider-Man shook her head, "Dude, no..I was trying to protect you. You- Not even I knew what my blood could have done to you.."

"Beca Beca Beca..Heh Heh..LOOK AT ME!"

"I-It's gonna be alright, Tom..we'll get you help-"

Tom cackled, "No no no..they were wrong. You don't give people hope, you take it away."

Spider-Man saw him take a quick glance back.

"So I'm gonna take away yours."

"GUYS RUN!"

But it was too late. Tom swooped in and grabbed Chloe by the waist, gliding high above them.

Spider-Man shot a web at the power house and pulled herself up.

"CHLOE!"

Tom glided through the grid with Chloe in his arms as he dodged Spider-Man's webs. The hero swung on top of the clock tower, leaping into the air and shooting her webs as far as they can go. Tom hovered high above the tower.

"Tom! This doesn't involve her! You wanna fight?! Fight ME, not her!"

Chloe steadied her breathing just enough so she can speak, "Tom!-"

"TOM IS DEAD!"

"Fight me, Tom! Let her go, now!"

Tom shrugged, "..Okay." He released the redhead in his arms, watching her plummet down with a smile on his face.

"Chloe, I'm coming for ya!" Spider-Man leaped in the air, catching Chloe in her arms as they spun their way down, crashing through the skylight of the clock tower. The sound of glass breaking rang through both their ears as they dropped down onto a large gear.

Spider-Man moved loose strands of red hair away from Chloe's eyes, "Are you okay?"

Chloe whimpered and shook her head.

The hero looked up and saw a small ball falling towards them. Once it landed next to their bodies she realized what it was.

"Bomb!" Before it exploded, Spider-Man pushed her body up to shield Chloe. The explosion caused more damage than Beca had hoped. The gear broke, causing Chloe to roll off. The redhead felt her heart stop when she saw the large drop.

"I gotcha, Chlo," Spider-Man caught Chloe by the wrist before she plummeted down, "I'm gonna set you down right here." The hero repelled Chloe down onto the gear below her.

Chloe landed on her feet, looking up to see Tom fly in. Spider-Man jumped from railing to railing as she dodged Tom's bombs and blades. She launched herself into the air, shooting a web down to Tom's chest and thrusting forward to kick him down.

Chloe steadied herself on the gear, hopping over to the next one beside her, occasionally looking up to see the two super humans battle it out.

Spider-Man smashed Tom against the brick wall, causing the maniac to fall off his glider and drop down to the gear. Chloe looked up just in time to see the glider falling towards her. The machine smashed through the gear she was standing on, feeling the surface disappear from underneath her made she scream.

"BECA!"

Spider-Man dropped down to the next gear and quickly caught the redhead with a web. Chloe held onto it and looked up with fear in her eyes.

"I'm gonna pull you up!" Spider-Man pulled on the web, bringing Chloe back up. She only managed to get her up halfway when she was suddenly attacked from behind.

"BEC-" Chloe reached her hand up to shield herself from he debris that began to fall.

Tom smashed the hero down onto the gear, using his foot to try and loosen her hold on the web.

Her mind should have been fixated on the lunatic swinging a blade in her face but all her attention was on the girl dangling beneath her on the web. Her grip tightened around the webbing. Tom grabbed her unoccupied hand and slammed it down. Spider-Man shot her head up and hit him straight in the nose. Tom recoiled and yelled as he felt all the blood rush to his nose. In a swift motion, Spider-Man shot a web at his wrist and trapped him on the gear above him. She shot another web at the spinning gear right next to him and wrapped the web around his throat. The pressure pulled him back.

Beca noticed the web holding Chloe get caught between two gears that were beginning to turn. She shot her leg out and stuck her foot between them, using all her strength to keep them from spinning.

"Beca?!"

"I got you, Chloe!"

Beca felt her foot beginning to give out but she kept on pushing. The hand around her throat began to tighten as did her hand around the webbing. She looked over to the gear and her heart stopped when the bolt popped out and the sound of something tearing made its way to her ears.

Chloe's world slowed down when she saw the web tear. Feeling the empty space below her as gravity took its course as she plummeted to the ground below.

Tom was pulled back and smashed against the wall, now unconscious.

Spider-Man whipped her head around and threw herself down.

"CHLOE!"

The hero pushed herself harder down, extending her wrist to shoot a web towards Chloe. She watched the web maneuver its way through the debris and broken gears. Her eyes trained on the redhead below her. It was at that moment that it all hit her. The big moment in someones life when they finally realize what was missing. All the worst case scenarios began to run through her mind. What if she was too slow to react? What if the webbing isn't long enough?

What if she couldn't save HER.

A/N: Will Chloe survive? :)

Hope you enjoyed this chapter. If you're interested in a sequel let me know who you wanna see in it.

Have a good one!