It was 9:27 P.M in Brooklyn and the only sound that could be heard was the soft patter of boots running across cement, isolated from the honking and screeching-tires in the distance. Steve stopped behind a white shipping truck, back to the wall, and peered skeptically around the corner at the dark building hiding beneath half-moon rays. Behind him, the other two consisting of his group stopped next to him, peering idly over his shoulder at their target as well. Steve's eyes roamed past the warehouse, and over at the innocent houses across and apartment complexes across the street. Hydra sure had a way of picking hideouts. In a warehouse near a neighborhood, chock-full of people and families. Steve was positive they passed a playground on their way up here, and the fact that Hydra was so close to the likes of children left him nauseated. Hydra usually went for the more isolated and dank bases - like storage containers and sewers, so this was definitely a step up. But, he supposed no one would ever expect Hydra so out in the open, so maybe in technical terms, it was a good hiding place. In technical terms.

He and the rest of the team was just lucky Connor's managed to get the authority to clear a small section of the neighborhood they were sitting right next to. Their cover story was something about a gas leak, of which was currently being "fixed" and be easy to clear up so all the people could settle back soon. Hydra's questionable hideouts aside, Steve was worried about the collateral damage of anything. Sure, they could probably pin it on an explosion caused by the gas leak, but those were people's homes. None of them were getting so much of a scratch if he could help it.

Glancing over his shoulder, Steve took in the tight, grim faces of Dagger and Iron Fist. Dagger was using one hand to lightly illuminate the space between them, just dull enough that it wouldn't instantly catch any attention. The two waited patiently, as still as statues with eyes trained on the sky. Turning away, Steve looked back at the street-lights illuminating the front of the building. Any minute now, Tony was supposed to fly in right there, then all hell was going to break loose. Steve took a breath, already feeling the nervous tingle of anxious adrenaline itching on his fingertips. He turned back around again to face his team.

They were a part of the Ground Assault team. The G.A team was split up between himself and Natasha, so he could take the left and she the right side of the building. It was their mission to get inside the facility through the back and catch Hydra from behind and with their pants down. Right about now, Nat and her team - consisting of her, Kid Arachnid, and White Tiger - would be opposite of them on the other side of the warehouse, waiting for the signal too.

Near him, Dagger broke from her stony facade to ask, "Cap, I don't want to question orders right now, but this has just been bothering me. I mean, why don't we have a bigger team for the Ground Assault? If we have more people inside, we'll find Spider-Man faster."

Steve shook his head, "No, we're in a neighborhood, so we need most of the team to be out here in case Hydra starts causing damage. We need to keep as much property clear as we possibly can. This should be an in-and-out mission. We find Spider-Man, then you two will get him back to the drop-point so Cloak can teleport him back to the Triskelion, we can't afford being detected before we find him, and a bigger group makes it harder to go incognito. Does that make sense?"

She nodded, though she looked unsure, "Yeah, I guess," turning back to the building, she became stone once more. He followed in her actions, and they became a trio of sidewalk statues, merging in seamlessly with the concrete. A few minutes went by before a blue light appeared in the sky, growing bigger by the second. When Steve strained his ears, he could pick up the whine of boosters.

"Okay," Steve whispered, shifting his feet as he grabbed his shield from where it was hooked to his back, clutching it tightly in his fingers. "Remember, in and out. As soon as Tony gives the signal, we move. Follow my lead and stay close. Hydra is deceptive and adaptive; they'll be back on their feet before we know it. Number one priority is to find Spider-Man, and then you three will get clear. Understood?"

The two teens shared a nod. They were shaking, Steve noticed, likely from the nervous anxiety, same as he. He wanted to add something encouraging, to soothe their nerves a bit, but he wasn't sure if it would help. Judging by their determined expression, they didn't need any encouragement when it came to this mission. So, instead, he nodded back and rose to his feet, "Good, now get ready,"

Steve's felt his stomach squirm with nerves. No matter how many battles he fought, he didn't think he'd ever get used to the nervous tingle in his stomach. Sometimes, it made him feel sick, other times it was nothing but a minor annoyance. As of now, it was bordering on nauseating. But with the adrenaline bunched on the starting line in his veins, it was easily counter-balanced, and instead added to the fuel building in his heels.

A few more seconds went by before Iron Man finally descended from the falling star in the sky, hovering directly in front of the Hydra base and instantly, he set off a few rounds of blasts from his repulsors. The blasts were small; barely letting out a keen as they softly scorched the buildings below. They were still near a neighborhood, so Steve knew they couldn't risk making a lot of noise that would eventually attract attention, but even so, each hit made him grimace. The next blast was different. Steve felt the small shockwave and watched as the street-lights surrounding the building popped and fizzled out. The small-range EMP designed to knock out Hydra's cameras border-lined as their signal. Steve burst to his feet and made a break for the building just as he saw the rest of Iron Man's team surround the front of the building - consisting of Hawkeye, Squirrel Girl, Agent Venom, Scarlet Spider, Kazar, and Zabu.

Steve and his team made to the warehouse undetected, backs to the wall again, just to be cautious. The blasts and damage following from the front almost made him cringe. It was like trying to set off a firecracker without waking a baby, and any minute he almost expected a crowd of people to emerge from the houses.

But they didn't. Connor's did a good job of getting civilians out of the way, especially in their time-crunch.

Steve nodded to Iron Fist, "You're up,"

The Monk-kid returned the nod and pulled his arm back, and with a short, "Kiya!" he punched a hole clear through the warehouse wall that rumbled up the side of the building. If Hydra wasn't aware they were under attack before, they certainly did now. From where he stood, Steve could hear high-wailing alarms shrieking at the agents inside. The fact that they couldn't hear them outside probably meant the facility was sound-proof. But it also meant Hydra knew they were here.

The room they climbed into was stashed with packed containers, cabinets, files, and unloaded boxes. A storage closet, which was an incredibly lucky guess on their part. Steve actuated around the clutter and went up to the door, slowly opening it, giving him less than an inch to peak out of. He froze; straining his hears past the alarms for the sound of boots pounding on the floor and guns cocking. But, surprisingly, he heard...nothing. Well, nothing aside from alarms and red-flashing lights.

Frowning, he opened the door a little wider and gingerly stuck his head out, only to find the hall empty. That wasn't right. If Hydra was under attack, they would be hustling down to defend themselves, well…unless they were on the other side perhaps. Scowling this time, Steve sent a glance at the two young faces awaiting his order; who were also shifting impatiently in their stances.

"Something's not right," he told them, but pushed the door open all the way and gestured outward. "Let's go, but keep quiet,"

In a single-file line, they left the storage closet. Steve watched the left side of the hall, while Dagger watched the right, Iron Fist remained in the middle, fist glowing as he examined the walls, ceiling, and floor for oddities. But there was nothing to be seen or heard. Absolutely nothing. No rapid footsteps in their direction, no shouts or orders bouncing off the halls, no guns or weapons clicking or shooting. It was...surprisingly calm.

Something uneasy squirmed in Steve's stomach, making him grimace. Reaching up, he tapped the communicator in his ear, just to make sure it was on after that EMP blast. Tony said the blast wouldn't affect the communicator because he designed them at a different frequency, but Steve wasn't sure. Technology always seemed to fail at the worst of times.

"Tony," he said, hoping he was being heard, "Something's wrong. There's no activity in here,"

Thankfully, Tony's voice came back clear and concise in his ear. "Same here," he replied, sounding puzzled, almost flustered. "We punctured the exterior, so I can hear their alarms - and there are definitely red lights flashing in there. So where are all my gun-toting Hydra agents? Do you think the attack was good enough? Maybe mild-damage isn't enough to get Hydra's attention anymore. Kind of pompous, but Hydra's always been that kind of group."

"I don't know, maybe their planning something," Steve said, though he knew that was already on all their minds. "Me and my team are heading farther in, what about you Widow?"

"Same here," she said. "We're inside, but it's empty. There's nothing. We'll head down and meet you in the middle Cap,"

"Sounds good. Tony, stay outside on stand-by. Something's not sitting right with me, and if it goes bad we're going to need a quick extraction."

"Roger that, Rogers," Tony snarked uneasily, "we'll be waiting on standby,"

Before they could sign off, Hawkeye piped up, "Hurry up guys. I don't like how out in the open we are. 'Side's Connors said we're on a time crunch, so we can't keep those citizens out of their homes for too long."

"Then we're on our way," Steve gestured to Dagger and Iron Fist, and together they started forward again. Steve made sure to keep his shield up, as a way to allow effective immediate cover for himself and the kids behind him. If they were jumped, he wanted the near-indestructible vibranium shield to take the brunt of it.

But, even as they journeyed farther into the belly of Hydra, there was still no attack. No agents jumped out, no unexpected bullets went pinging off the wall next to him, and when they turned the next corner, it was just as bare as the one they entered. This wasn't right! Hydra has never reacted this way before. There were supposed to be Hydra agents here, a lot of them. When Tony had sent a drone, he had scanned the area for heat-signatures and there had been more than a hundred in this very building. He did a structural scan to, the warehouse went down several floors beneath the concrete. Besides, Tony hacked into the traffic cameras in Brooklyn and followed the ReadyNew's media vans right here. This was no ordinary warehouse, all signs of evidence pointed to Hydra being here. How could it be empty now? It didn't make any sense, unless...

Unless Hydra was tipped off.

Steve tried not to dwell on that kind of thought, but couldn't quite push it away either. Was it possible they found out the Avengers and SHIELD was on to them? Was it even possible that they could move their entire operation within a day of SHIELD discovering the base? No...No that wasn't possible. News about the Hydra base had been air-tight within the heroes, and there was no way they could've moved so many people unnoticed from this area within 24 hours. No, it was impossible. It had to be something else.

But what?

Steve tried to figure that out as they turned down the next hallway. But as soon as he turned the bend, he froze, mouth falling open. Iron Fist and Dagger peered over his shoulder and gasped.

The hall was littered with bodies. Hydra-uniformed clumps were in heaps on the ground, weapons were barely hanging on to stiff fingers as large puddles of blood stained the concrete floor around them in large circles. The tang of blood was heavy in the air, so much that Steve felt like he was sucking on copper pennies. Dagger and Iron Fist bristled behind him, shrinking in horror and disgust.

For a long second, they stood frozen. Then, timidly, Steve took a step toward the closest Hydra agent. Carefully, he knelt next to the body, moving the gun out of the way to study the entrails spilling from the man's gut. The helmet was splayed with thick trails and speckles of blood, but beneath the cracked visor Steve could barely make out a blank, unseeing eye inside, impaled with a jagged shard from the helmet. He stood back, fingers clutching tightly to the bands inside his shield, keeping it sturdy in his hands.

"Tony," Steve called, almost retching on the stench of blood. "We found..." he looked back over the piling bodies, "We found something. Sending video-footage now," he tapped the video button on his wrist communicator, while simultaneously syncing it to Tony's. A second later he heard shocked gasps from the rest of the team, both inside and outside.

Hawkeye cursed colorfully, but Steve was too surprised himself to reprimand him for the kids listening over the line.

"W-what the happened?!"

"Don't know," Steve said, looking past the body he inspected at the other clumps on the floor. They were sprawled erratically. Black-burns scorched the walls, bullet holes played hide and seek deep inside the wall interior, and gashes, long and deep, ran jagged in both building and body. "Something must've attacked them." He paused, "Maybe I should send the teens out-"

"No, we'll keep looking," Iron Fist quickly put in. Steve glanced at him inquisitively. "We still have to find Spider-Man," was the teen's only defense. His tone was calm, but just beneath the surface, Steve could sense a strain. Looking back over the bodies, Steve felt a clashing urge to sweep Iron Fist and Dagger in his arms and plop them back outside where it was safe, while also wanting to rush ahead, looking for Spider-Man.

He settled on nodding. "Yeah," he agreed. "We're going on ahead to look for Spider-Man," this was their fight just as much, if not more, than the Avengers. He couldn't exclude them.

"Fine, but be – just be careful," Tony warned. "Natasha I'm guessing your teams doing the same, so how's it looking on your side,"

Her voice came across the line cool, but skeptical. "There are lots of bodies," she paused as if doing a second-glance. "A lot. I'm seeing broken bones, but how they were actually killed seems more along the lines of stabbed or slashed. We haven't found any survivors yet, but if we do, I'll comm immediately."

When Tony replied, Steve could hear the sudden strain in his voice. "Maybe...maybe the rest of us should head in. Strength in numbers has never failed us before. Besides, whatever caused this might still be in there."

But if we're all in here, who's going to be outside? If the cause of this was still inside the building then whatever it was would try to escape as soon as they got close. Strength in numbers wasn't bad, but they still needed people guarding the facility and the neighborhood.

"No, not all of you," Steve said. "Send in a group to check the front of the building, see what the situation is like there. But we need to keep surveillance up outside in case this thing is still here and tries to escape, besides, if it comes to it, we're going to need a backup team on call."

"Copy that," Hawkeye piped in. "Me, the two Spider kids next to me, and Falcon will be the team inside. Everyone else can stay out for backup. Sound good?"

A wave of agreement swept over the line, all except Tony. Steve waited for him to object. No one wanted to wait on the outside, but it has always particularly hard for Tony. He was so used to being up front on the attack, watching his teams back, and taking things on, Steve wouldn't be surprised if an argument came up. He knew Tony would want to be inside the building, scanning the interior, observing the bodies, hacking into any functional database - and Steve was prepared to let him. If the person-thing-whatever that did this was going to escape, it could easily be apprehended by Thor, Hulk, and SHIELD Academy.

But, instead, Tony replied shortly, "Okay, we'll be out here. Call if you need backup," then was silent.

Steve paused. That...was unexpected. "Tony, are you sure?"

"What? - Yeah, yeah, of course, I'm sure. Get a move on Spangles, we're on a time crunch remember."

He opened his mouth to argue, then closed it. He supposed if Tony wanted to stay on back-up, then he could stay on back-up. Either way worked, honestly. Steve hefted his shield in the other hand when through his peripheral vision, he saw Dagger kneel down and dip her finger idly in the middle of a puddle of blood. "It's cold," she announced, then examined the outside edges. "And it's already begun to dry out. Whatever happened, it happened within the last 24 hours,"

Steve glanced at the blood, then back at her. "Impressive," he said. "Where did you learn that?"

"We had a seminar on it at the Academy," she said, getting back on her feet as she wiped her fingers off on her suit, uncaring for the red stain it left behind. "I was unsure about it at first, but" she shrugged, "guess it came in pretty handy after all,"

"Yeah, guess it did," he murmured. Dagger walked past him and gently turned a different body over, fingers going for the neck to look for a pulse. Iron Fist was already ahead, doing the same. When Steve was caught staring, Iron Fist told him, "We're just checking to see if anyone is alive. Our first priority is to look for survivors."

Wow. These kids...these kids really knew what they were doing. Admittedly, Steve was never really sure about SHIELD Academy. It was great to have a place for kids with abilities to stay, but training them to go out in a field of battle? They were just kids. They should be at home, reading a book, doing homework, living a good, complete, normal life.

But, then again he supposed it would be pretty hard to have a normal life when you had a squirrel tail, or grew up in the Savage Lands, or inherited a mystical tiger amulet. Maybe normal wasn't part of their lifestyle, but the fact that they could find dead, mutilated bodies in a hallway and react in a way outside of normal was almost unnerving. They were good heroes - no, great heroes. But putting such young people in situations like these didn't seem right.

Ah, but how could he argue? Steve, himself, has always had a knack for the wild side and doing what was right - even as a teenager.

He couldn't judge them.

Shifting his shield from arm to arm, Steve smiled past the copper lining his mouth and knelt down to help. There were roughly 15 bodies packed in the hall, which meant it must've been a pretty quick attack if they were all dispatched so quickly. When the last body was turned over and checked, they all stood on their feet.

"Not a single survivor," Dagger grimaced, looking down at her hands now smeared with blood. She was looking a little green in the face, and the way her jaw set had Steve believing she was trying extremely hard not to look at the mutilated agents. Not that he could blame her, even he was feeling nauseated with all the guts and intestines he had accidentally stepped on.

"Well, there's nothing we can do for them," Steve sighed, brushing his hands on his pants. "Come on; let's go find Spider-Man,"

They moved with even more caution from there, stepping lightly over bodies while keeping at least two pairs of eyes trained in opposite directions at all times. The wailing alarms echoing in the halls made it hard to hear their steps, much less that of an assailant, and with the halls bathed in the red flashing lights, every shadow resembled a dry patch of blood. It was ghoulish and unsettling.

While they moved farther into the facility, they came upon more halls similar to the one before, some with only 3 bodies sprawled on the ground, other with up to 15. Each time, they stopped and did a quick survey of the dead, looking for any survivors. On the last few ones, Iron Fist stood up to run a hand lightly over the long, jagged cuts on the walls.

"Claw-marks," he murmured. "Their structure seems familiar, but I can't place it..."

Steve stood up as he checked the last body. "More on that later. Checking these agents is taking too long if Spider-Man is our priority. If we find him, then we can come back around and look for any survivors-"

"When" Iron Fist put in.

Steve faltered. "Wha – excuse me?"

"When we find Spider-Man," he emphasized. "Not if."

When we find Spider-Man. He sounded like he was trying to convince himself. With each new body they turned over, gory and dead, a little more hope slipped from their fingers. If all these agents died, then who's to say Spider-Man is still...

No. Steve wasn't going to finish that thought. Spider-Man WAS alive and they WERE going to find him. It wasn't a matter of "if", it was a matter of "when." He nodded at Iron Fist. "You're right, when we find Spider-Man. Come on, let's get a move on; we're running out of time."

Gradually the halls sprouted doors and with them something new to look at. Most were abandoned labs or workrooms, scattered with chairs and papers in a haste to leave the room. None proved helpful though. Well, until, they finally came upon a thick metal door, unlike the ones they've seen. With the help of Iron Fist and Dagger, it was as easy to pop open then a soda can. Inside was an office, or a gym...or a weapons vault...maybe all three. A third of the room looked like a regular office, with a desk and filing cabinet, but the other half was full of gym equipment and weapons. Lots and lots of weapons, of all kinds.

Steve walked over to the desk where papers were scattered broadly over the wood-surface and floor. He set his shield down in the leather chair to pick one up, turning it over in his hand. It was a map of Tubek with a series of red lines over it and several other places scribbled out. On one of the mountain ranges, the name: Atarog, was underlined in deep red. Atarog, wasn't that an old Inhuman city? Whoever had set up office in here was searching for something, but what that had to do with the Inhumans, Steve wasn't sure. What in the world could Hydra want with them anyway? Folding the paper, he tucked it deep in his pocket. Tony would need to see this, and maybe later they could come back and get the rest.

Other than the Tubek map, the room was useless, well, unless Spider-Man was hiding inside the punching back. Steve froze as soon as the thought crossed his mind– oh gosh, he hoped Spider-Man wasn't inside the punching bag. Hydra wouldn't take it that far, would they? Disgusted, Steve opened his mouth to tell the others to head out, but beside him, Iron Fist suddenly gasped, mouth gaping and eyes wide as he stared at the gym-section of the room. Jerking away from the filing cabinet, the monk strode across the floor, breaking out into a small sprint when he got halfway, and stopped by the gun-target posters hooked to the wall. He yanked something down, almost cradling it in his hands.

Steve came up behind him, hovering a hand over the kid's shoulder. "What is it?"

Iron Fist turned, mouth pulled straight. He shoved his hands to Steve, where a piece of colorful red spandex was bunched in his fingers. Steve instantly recognized the wide, white - but broken - eye lenses, the black web-designs, and the bright hue of red.

"Spider-Man's mask," Iron Fist clarified for him, he smoothed it in his hand, where several holes puncturing the fabric appeared fraying in view. "He IS here;" his thumb caught on a bullet hole. "He has to be,"

Steve stared at the mask, jaw clenching. Patches of dark red bruised the brighter fabric - blood. Spider-Man's blood. If that kid was hurt, someone was going to pay. "Come on," Steve grit, striding toward the door. "We've got to find him!"

They left the room in a hurry, Steve filling the team in on the news as they went. They scoured the halls with renewed vigor, looking over everybody to make sure it wasn't the hero they were looking for, but unable to help the sigh of relief when the lifeless bodies they checked bore no resemblance to Spider-Man. They opened every door, investigated every closet, and studied every corner.

But there was no such luck.

As time dragged on, the minutes stretching into an hour, neither of the other teams had any good news to offer either. Anxiety was becoming a knife twisting in Steve's gut. It looked as though every agent of Hydra had been mutilated, none of them showed a pulse or a sign of life. With every new corridor, Steve began to dread finding a body of brightly colored spandex among the deceased.

So far it has only been Hydra agents and doctors. But the longer they went without finding Spider-Man, the more his heart beat with trepidation. Just how much longer before they did find the body?

Iron Fist and Dagger became a pair of sentinels in their search. They went on rigorously, moving fast, moves jerky and desperate, in search of their friend. It hurt Steve to see the pained look in Dagger's eyes, and the weighing down of Iron Fist's shoulders with each new corridor. He's seen this before in wars when soldiers searched for their friends among the fallen bodies after a battle. Calling out for them, desperate for a reply. The look of relief when they found them. The look of anguish when they found their bodies. Steve had felt it himself when he watched his best friend, Bucky, fall hundreds of feet from that moving train.

Steve didn't want to see that on these kids. He didn't want to see that kind of pain on anyone.

They found another room. Dagger and Iron Fist were in within a blink of an eye, but before Steve could follow, something familiar caught his eye from across the hall. The ghoulish white fibers of a skeleton face printed on a mask, the two bones crossed over the chest.

Crossbones.

The man had joined Hydra as a mercenary years ago. Steve's fought him so many times before; it was weird seeing him here, silent and unmoving. Something stirred in Steve's chest, spurring his feet forward with the desire to find a familiar character. Hope filtered lightly in his heart when he knelt next to the man, fingers finding the spot on his neck, waiting to feel a familiar ba-dum, ba-dum, ba-dum.

But Steve's heart sank when there was nothing. Blood had long since seeped through the thick armor beneath the black cloth, red stained the white crossbones on Crossbones' chest, and blood speckled the skull-face of his mask.

Steve rose to his feet, looking down at Crossbones' dead form, with limbs spread out and bent awkwardly, blank skull eyes turned up to the red light fixtures in the ceiling, a gun barely hung on to the tips of his cold fingers; empty gun shells dotted the ground at his feet. The crossbone shirt was barely hanging on by a few miniscule threads as if someone had tried to rip it off.

Steve kept eye-contact with those black sockets for 3 seconds, before turning and heading back to the room where Dagger and Iron Fist were already leaving. Judging by their frowns, there was nothing in there either.

Their searching became repetitive, apart from hearing the occasional, grim reports from the other teams - who have yet to find Spider-Man either - "We found a room in the basement. It's half sealed off with glass...there's chains inside, but no one's in there...goodness, there's glass everywhere." - "Guys - there's a maze over here? Yeah, black, grey, er-grey again, and white - wait...I think there's blood in there." - "We found a white room over here...yes, a WHITE. ROOM. As in it's completely white, Hawkeye….There's blood in here too. What in the world was Hydra doing?". Even through the comms, he could hear the strain of anxiety, particularly with the teens. With all of their efforts, the teams had cleared 2-thirds of the facility. As a whole, they found chains in the basement, mazes, white rooms, training rooms, labs, storages, arsenals, but nothing that really mattered. No Spider-Man.

Until….

"Guys, over here!"

Dagger stood in front of a monstrous door, big and barred thick with steel, without a doubt more secure than any of the other doors they've come across. But this didn't quite explain the huge, gaping hole rupturing through its center. Inside was a lab, big and in disarray. Machines were smashed to pieces, the walls were gouged the worst out of all the walls, and the largest group of expired agents and doctors they've seen was cluttering the floor in bloody heaps. Vials of chemicals were all shattered, their contents dripping onto the ground. Over in the corner, Steve's noticed 4 long pairs of thick, highly enforced chains forged into the wall. Or, at least, they used to be. One had been ripped from its place, whereas the others looked mangled and torn, with blood glistening on the metallic clasps, along with dried channels of blood that had dripped down the wall.

Dagger crouched by them, taking one wearily in hand. "Who do you think they-" but her question went unfinished, as if she couldn't bring herself to ask. Not that Steve or Iron Fist wanted to answer. This whole place was sick and demented.

In the center of the room stood three pedestals, each with a broken glass container shattered at the top. Steve peered inside the broken remains, but there were no clues left to piece together what had been inside. His attention quickly turned to the dead agents, and he got to work quickly turning them over, feeling for a pulse, while also looking for a familiar face. It was completely quiet in the room for a few minutes, before Iron Fist's voice broke the silence like a bullet in the air.

"Captain!"

Steve jumped to his feet and was at Iron Fist's side within seconds. The monk was crouched on the ground in front of a body, only this body was weird...really weird. It wore the same uniform that the Hydra agents were authorized, but a white lab coat added to the wardrobe - but that wasn't what made it strange.. What was strange was the grey, clammy skin of the body, the leather bat-wings protruding from the coat arms, the squished animal-nose, and a pair of red eyes flittering weakly over his face. The chest rose shakily, up and down; strained breaths struggling past the sharp gouges lacerating his front.

Steve crouched down next to the injured…man? Bat? Thing? Iron Fist didn't spare Steve a glance when he said, "His name is Michael Morbius - Spider-Man told us about him - he's one of the people responsible for the Carnage-outbreak a few months back."

"What...what happened to him," Steve asked. "I mean, was he always like," he gestured to the bat features, "that?"

"No," Dagger said, coming up behind them. "According to Spider-Man, Dr. Octopus injected him with a synthesized version of bat DNA, turning him into this."

Dr. Morbius's eyes followed them as they talked. Then he chuckled weakly, the sound gurgled and wet. "You could ask-ask him yourself," he rasped, staring at Steve. His lips broke into a thin smile, showing fangs, "I don't bite."

Steve looked back at him, unimpressed. "Fine, then tell us what happened here, and we'll get you some medical attention?"

Dr. Morbius grinned, falling deaf to the offer of treatment, and looked past them where his gaze fell on the broken glass containment units. "It was amazing," he whispered, voice dropping low in an awed hush, "Beautiful. He - I didn't think he had it in him..."

"Who?" Steve leaned forward. "Who are you talking about?" Though, something told him he already knew. A twisted thought that wriggled through his mind like a parasite, one Steve wished he could ignore.

Glazed and unfocused, Morbius's eyes found Steve's again, and his grin widened as if he knew exactly what the Avenger was thinking. "It was horrible, it-it was beautiful. M-my creation…"

Iron Fist smashed his glowing fist into the ground, cracking the tough cement under his knuckles with astonishing ease. It was the first time Steve's ever seen him show anger, and it must've been a rare sight as Dagger gaped at him, mouth falling into an 'O'. "Where is Spider-Man?" he demanded. "Is that who you're talking about? Where is he?"

Morbius started to chuckle, then laughed, which he only choked on. But even through his violent coughing fit, he laughed still. "Spider-Man?" he chortled, "P-Parker...he..." his head tilted, falling to the side. Iron Fist's knuckles burst with energy again, only this time he looked ready to hit Morbius, until his face slackened when he followed the bat-doctors eyes. Steve did too, and caught sight of a giant gaping hole in the far wall leading out of the room and back into the hall. "He's gone," Morbius finished. "My creation...gone...out there…destroying…" That was all he managed to finish before his eyes rolled up back in his head, and Morbius was lost to unconsciousness. But Steve checked his pulse anyway, just to be sure.

Iron Fist, on the other hand, lept to his feet and ran across the floor to stop by the wall, leaning out of it and looking left and right, as if hoping to see Spider-Man there, safe, whole, and alive. But his face twisted into one of grief when his friend wasn't there. Still, he cupped his hands wide over his mouth and shouted, long and loud, "SPIDER-MAN?...SPIDER-MAN?"

A soldier's anguished voice calling for his comrade across a bloodied battlefield.

And there was no reply.

He had slipped from their fingers again.

Spider-Man was gone.

Oh, you guys thought, didn't you?