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!

15. Chapter 14

Damocles' base was a fortress. Pure and simple, yet it was completely unprepared for the small group of heroes, led by Iron Man and Spider-Man. This was Spider-Boy's first real team-up with the power-armoured hero, and his buddy War-Machine, and he felt positively ecstatic at his inclusion (which was only due to him tagging along). The exterior defenses had been punched through, rather easily in no small part to Iron Man being prepared for Kang's usual bag of tricks, in turn the rest of the fortress' power and energy had been countered by Polaris, who had all but torn half the ship apart, before tossing that half into space.

"You'll pay for this! All of you will, rue this day!" Kang shouted at the top of his lungs, as he held within one hand, a smaller version of his Damocles' teleportation device, a sign that he was learning too, from prior encounters.

"Hold, there's no telling what he'll-" Tony began to say, only for Spider-Boy egged on, by earlier derisive comments from Invisible Woman, Human Torch and the Thing, to leap ahead.

"I've got him!" Leaping towards the villain as he was swallowed up by a portal, Spider-Boy just missed him, and landed face first into the sand. "Pfeh! Yech! I hate sand! Always gets everywhere!"

The boy lifted his mask and spat out whatever sand he nearly swallowed, and following the sudden landing was the realisation that he was nowhere near sand, and Sandman wasn't even in the country.

"How the bleeping, bleep did I land on the beach?" Spider-Boy looked around. "A desert? I should be in New York, on a building! Not a desert! Well great, Spider-Boy blunders again. I hope Spider-Man isn't keeping count of all my clumsy rookie moves."

Taking a look around at his surroundings, the young hero got depressed as he looked at more desert, more desert, and desert with a construct in the distance.

Making a double take, he moved forward, to catch a glimpse of what may be human civilisation.

The boy clicked his heels three times, but when nothing happened he sighed. "Well, Toto. Looks like we're not in Kansas anymore… Let's go." Starting his exhausting walk to the location, he did what he could to conserve energy. Talking and complaining fell low on his list.

Tracking down water on the other hand was made a vital priority.

Walking for what seems like a couple of hours helped Spider-Boy figure out he was heading more to a fort from the distance. This gave him hope for food and water, as he was sweating, and even his costume was feeling sticky, sweaty and grimy. Even if sometimes he was tempted to skip a shower or bath on a regular basis, he saw the need for it this day.

Once he arrived close enough to say he was going to reach the building, the sun was starting to set. He stuck to the shadows of the building, observing the surroundings. Once he was high enough, he observed the front guards.

He saw they had much more primitive armour, that was closer to basic copper or iron. They were brown skinned, and they stood disciplined at their station.

'Guards, and not alone. That would be awkward to deal with. Lucky for me, I can skip the entire hassle of sneaking in, and go over the walls. Hrm… Now there's the matter of where am I… or when, if we are talking about Kang the Conqueror. But first, water! They would have a well or a source of drinking water in here."

Spider-Boy climbed to the top of the tower, and climbed down the wall, sticking to shadows, staying slightly higher than most would notice.

Staying in the dark alleys, and with the master gymnast his abilities grant him, he soon found himself in the middle of the plaza looking at the well, but he sighed as he noticed regular guard details all over the place, including a pair that stood watch by the well.

The closest building was at least 20 meters from it, someone would notice the guards going missing, or being attacked.

'Well, there goes that plan. So where will I get a good source of water? Think, Spider-Boy. Think. Water in the desert doesn't just walk around where it likes… Or does it?'

Observing some of the guards, he noticed that they had armour, a shield, a sword, and something else at their waist. 'Naturally in a heated area near the equator, it's important for guards to remain hydrated. So, keeping waterskins is important. Best idea is to get a lonely guard in an isolated corner of the city.' Hoping around from building to building, he finally arrived near the city walls. He saw the gate from his position, and observed some of the guards' positions and patterns. 'In ancient times, the guard would be a lot more disciplined and trained. A guard would have a particular pattern he would have to oversee. Once I have a basic idea of the pattern, I should-Wha?'

Spider-Boy was surprised by his danger-sense's reaction. Looking immediately, ready to jump. He didn't perceive any danger, but he then looked around his surroundings. 'No attack? But what could… eh?'

Looking back down at the gate, he saw the guards bowing and talking to a more regally dressed man. Upon a second glance at him, the Spider-Sense blared lightly. "Okay, that needs a good looking into."

Taking a closer look into the matter gave the youth a chance to observe the higher ranked person. Taking a horse, he left the gate on a horse. Spider-Boy, thought hard for a moment, and considered one important aspect. 'If he is someone worth bowing to, he's likely either a king, or someone of high rank. They wouldn't just sneak off on a horse in the middle of the night, without a proper guard detail.' Spider-Boy clenched his fist and fired a tracer, landing on the horse, as it proceeded undisturbed as ordered by its rider.

'Time for the fun part. Gonna have to bust my cover at least temporarily. Objective number one, water skin. Objective number two…'

Five to ten minutes would pass, and with one guard hidden away and asleep, the stables burst open with a horse charging the gate, and the guards unsure and confused by the horse that wasn't slowing down, Spider-Boy webbed the lever that closed the gate, pulled it, as he miscalculated his strength, pulling the entire mechanism off. "Oops!"

Despite the clumsiness of the hero-in-training, it had the desired effect, as the gate opened. The guards went to shout for help, and try to look at the criminal, but they only got webs in their faces that seemed pretty stuck, mainly to disrupt their vision.

"I know I'm a looker, but no peeking!" The boy responded, following the buzz in his head. He had a horse to ride, to conserve his strength, and a waterskin to help him survive the cold air of the desert.

---

Having arrived at a destination close by, the boy noticed the tethered horse. Rick got off his horse, and brought it to the other, and tied the reins to the post along with the other.

"Okay, this is weird. Where is he? But first thing's first. Can't leave anything behind!" Spider-Boy groomed the other horse, until he got to its hind left leg, and pulled the spider tracer off. Turning in front of him, he saw the Sphinx. A legendary landmark in Egypt, it also confirmed where he was. "Okay. Time for the trick. Where is the guy?" Taking a moment to look, he decided to allow his inner geek flow out. "I gotta say it. I wouldn't be part of my family if I didn't. 'Riddle me this, Riddle me that? What is the trick with the head of a woman, and body of a cat?'"

The boy stepped forward with his hand on his chin deep in thought. 'Ancient Egypt… The Sphinx… something is nagging me with this. There's something I'm missing! There's not enough to conclude something… So, let's go back to the beginning. There's a battle between Avengers that me and Ben went to help out against Kang. Pretty straightforward guy, but his tech is impressive and it takes teams of well-trained heroes to take him down. I charge forward and end up in ancient Egypt. There has to be a reason following Kang dropped me in Egypt. There's something nagging me. Man, Ben's going to give me more to study because I forgot one simple nagging detail. If we're dealing with Egypt, then there's a puzzle here.'

Observing the large statue, Rick felt a bit of a rush from looking at the Sphinx in its full splendor, even with the nose. He took out his cell phone, and took a picture of it, then shut off the cell phone. He cackled quietly, then proceeded to look at every inch of the area, with a fine-toothed comb. His detective sense was being put to work.

"If he's in a secret passageway, then the sand wouldn't be filling the area too quickly. The wind isn't blowing too hard tonight, which is good for me. I can easily follow the footsteps in the sand, or what's left of them, as it would leave an imprint in the ground, and he wouldn't have erased them. Following the steps going here, they vanish. Aha!" looking at the remains of the footsteps disappearing all of a sudden, the got the boy to grin under his mask. He noticed one step was a lot more forced by the man. Bending down, the boy put his hand down on the footstep, and his sense went off softly. "I didn't need the warning on the deception, spidey sense, but it's greatly appreciated. Time to push lightly!"

Pushing down, he felt a pressure plate move, as the ground opened up. As the ground took about a whole five minutes to properly open up, with a mechanism that seemed out of place for this era, forming stairs in front of Spider-Boy, leading down. The young hero whistled, impressed by what he found.

"Okay, this is definitely out of place. Gotta be careful to avoid traps." The boy clung to a wall, as he moved down towards the underground secret hideout. He observed what was a combination between a futuristic room with a hybrid of the current era. The lights were on, but the youth pressed on, He stopped suddenly when his sense warned him of stepping forward, then he looked around, and jumped to the wall. sensing safety, he moved forward.

Spider-Boy secretly marveled at the kind of science fiction that he saw around him, and he could admit he liked the science fiction elements around him. Being a heavy reader and fan of anything considered geeky, in layman's terms, the young superhero was being careful, tracking his prey through the labyrinth. 'This is curious. I was sure I was in ancient Egypt or something, but something futuristic mixed with ancient Egyptian styled walls? I haven't faced too many Avengers foes, but I do know historical inaccuracies when I see them.'

Sticking to the ceiling protected the hero from all the dangers and threats. At this point in time, the thought of people climbing on the ceiling endlessly was something from mythology. 'Good thing I know subtlety. I don't want too much trouble for the timeline. Then Ben would kill me, if I don't accidentally kill myself. Or age myself. or erase Star Trek: The Next Generation. Or turn myself into a girl. Now that would be scary. Being cloned female would be awkward. And unbelievably clichéd. and dull. Oh look a door with my spidey friend tingling. What's behind door number one?' the scatterbrained youth jumped from one topic to another, only to find the last door in front of him, detecting danger coming from the other side.

Spider-Boy advanced through the door upside down, crawling on the ceiling, looking down. The door was automated, and the ruler turned around nervously for a minute. It was quiet. No one there. He sighed in relief, and he turned back to his work, Working on something that looked like a bracelet. Observing for a few minutes at an opening in the bracelet, the ancient leader shut the open latch on the accessory, and gloated.

"Finally… My plans are almost complete. With the right equipment, I could take over this dustball, and rule over these fools…" The ruler laughed to himself. He was shocked when a strand of webbing stuck to his toy.

"This looks shiny, yoinks!" Spider-boy pulled it from the man's grasp and the bracelet landed in his hand. "You need to keep a better eye on your toys; isn't that right, Kang! Or should I say Rama-Tut!"

This surprised the ancient Pharaoh, as he opened a portal, reached in and out came a large rifle. "Spider-Man! How did you get here? How dare you invade my personal refuge?" He fired on the boy, as Kang observed the movement.

"Woops! So close! Awww too bad! Maybe you should go to the archery range! Cause your aim would make Robin Hood turn over in his grave! No wait… It will make both him and Mad Jack Churchill roll in their graves!" The boy taunted the supervillain.

"No, you're too small to be Spider-Man…" The ancient pharaoh wondered, his voice wavering.

"Oh, what gave that away, Brainiac? My charming good looks?" The young superhero jumped to avoid the blasts, as naturally as breathing.

"Graaah! Stop jumping around, you wretched wall-crawler!" Kang growled out loud in frustration, still firing blasts, damaging some of the surrounding area.

Both realised the damage that was taking place, as both cursed the battle. "No! My laboratory! This will take weeks of repairs for my work to resume!" Kang shouted out loud.

'Damn! I need this tech to find my way home! I can't be jumping around, letting this stuff getting damaged.' Spider-boy cursed. He decided to fiddle with the bracelet to see if it could be of any help. His scientific brain was going at work, as he fiddled at the buttons. "Hrm. Now what could this do? Nope… nothing… Hey Kang, do you know how to get this working already? How about you drop me in the 21st century, and you can have your jewelry back. Does that sound fair?" The boy asked. 'If he does drop me off in that time, the least I can do is sneak in and use the Fantastic Four's time machine to the right time. At least that's in a language that I can understand.'

"Hand me back my Chrono accelerator, you meangering pubescent child!" The ruler stopped firing, but still aimed the weapon at the young hero.

"Do we have a deal, Rama?" Rick waved the item in front of him. "Do we? woops!" Spider-boy let the item slip through his fingers.

"NO!" the previous incarnation of the Konqueror shouted, before webbing caught the item, and got pulled up by the young brat.

"So what will it be?" The boy awaited the answer.

Rama-Tut put away the weapon in a portal and approached the young web-head, with his hand extended. Spider-Boy put the bracelet in Kang's hand, as the warlord clicked a couple of buttons, and a portal opened where Spider-boy clung to the wall, absorbing the young hero. The last thing Spider-Boy saw was a smirk on the ancient pharaoh's face. When he landed, he dropped a few meters right on hard pavement. It wasn't a pleasant landing, as Spider-boy sighed in relief.

"That didn't tickle. On the bright side, I'm in the right… time?" Rick noticed he was in an alleyway, but what he saw was not what looked like modern day New York. It didn't look modern day anything. Out in the open it looked like a midday marketplace, seeing many in togas. The sellers were shouting not in english, but in a language that was much more familiar to the young scientist. However it was a much more rudimentary form of the language. "Awww, phooey! How am I going to get to Kang from here! There are no known powerful mages here, so no Doom, the Fantastic Four would be too obvious if they were to show up, and Kang just dumped me here. He just has to con quer in all eras... " The whining the boy was doing silently, led into a direction he just figured. 'In all eras? If that includes ancient Rome, then Kang, or possibly Doom would be found in the Senate… Kang's probably the type that would want to be Consul of Rome. At least I'm not too lost. and this time, I actually understand the language spoken… sorta. Thanks Ben for learning Latin." Spider-Boy climbed onto the roof of a building near him, and realised that webswinging and sneaking around was going to be tougher than he thought in his bright blue and red costume. There were lots of buildings, but the larger buildings stood out, so jumping high up was likelier to get noticed, and the last thing Rick wanted was to cause a paradox. Although his young scientific mind was curious how that would result, but it wouldn't be a good idea. 'Great. Toga party time. Hopefully my hair doesn't stand out too much.'

As the boy was scouting out a clothesline, there was a racket heard from the streets, that got his spider-sense blaring. Laying down on the roof of a two story home, he lay almost flat down, and observed several chariots racing through the street, causing panics, and people looking away, as the lead charioteer wore purple, mocking his opponents, and praising himself.

'That narrows down the era. Racing in the streets with chariots would narrow this era down to either Caligula, Nero, or less likely, Commodus. I doubt it's the latter. He was extravagant with his military ego, rather than Nero's histrionics, or Caligula's psychopathy. Great. I hope I'm not heading into a fire. So it's most likely Caligula.' Using the distractions and panic, he jumped from roof to roof as the people reorganised their stalls. The young hero felt bad having to ignore them, and knowing a tyrant was present, but there was nothing he could do. There was only one focus he needed to concern himself. Finding Kang.

Finding himself in the rich quarter of the era, the boy was watching the larger and more extravagant buildings. Sticking again to shadows and dark corners, the harder part was to figure out where the two time traveling tyrants could be, and where to swipe their time traveling technology. could be found.

'Between memorizing the changes in New York, and the entire city of Beverly Hills, you'd think a couple of geeks would try to memorize the layout of Ancient Rome. Just got to recall the changes Nero did, what came before, and look over for the next few extravagant buildings. Like trying to find the secret chamber in the castle in order to find Peter Cushing's casket.'

Tracking down the senate hall, Rick would jump subtly and quietly from building to building, til his eyes laid upon one historical building he recognised, that was still present in modern times. The Curia Julia, which once was the former Senate House, later converted into a church. Taking his cell phone, the boy couldn't resist taking a picture of the historical monument. 'Oh boy. I guess there's one advantage to this entire escapade. Taking pictures of all these ancient monuments! Ben and Peter will be so jealous! Gonna need to take more pictures when inside! Which brings me to the major dilemma. How will I... ' The boy's eyes looked the building down and up, until he laid eyes on one area that had open windows, and a secret way to get in. He wanted to get a good look inside, partially out of curiousity, and partially to see if he could find who he was looking for. He saw many senators in the main hall, still around, discussing with each other. The young hero couldn't hear anything as they were in hushed tones. As he took a look at each of the senators, he tried to recall the names, and to try to cross out culprits. Unfortunately, names of senators weren't always recorded in history. What he didn't expect was to lay eyes on one of them, and before he could move onto the next one, his spider-sense blared.

Expecting an attacker or someone coming around to catch him, he jumped deeper in the shadows, and when nothing happened, he peered back in the window. 'huh. Weird. why would it…' Looking back in, he retraced his steps, and found his senses blaring at the same senator. Taking a closer look, he noticed that the facial structure is familiar. The body build was also someone that he clashed with before. 'No, not me… Ben… But how would he… of course. an image inducer. Figures that Doom would find himself here… Wait, it's not Doom, it's DOOM!' The child mentally mocked the modern day ruler.

Thus, the young hero waited for the villain to leave the building, and head to the rich quarter. Doom wasn't known for social events, and he was here because he wanted something. And trailing him wasn't too difficult. 'Doom's pretty arrogant, and unlikely to look over his shoulder. He should be able to handle anyone here. But if there's anything I know he has, it's a time machine. Luckily, his tech operates in an identical fashion to Reed Richard's tech, and if there's one thing I know from Ben's memories, is that I know how that tech works!'

The rich and pompous time traveling dictator didn't even notice someone was trailing him all the way to his roman palace. In fact, he wouldn't ever notice that anyone snuck in, just to use his toys. Spider-Boy almost literally walked in through the front door noticed. Despite the temptation being strong to see if he could actually pull it off, the part of the young hero's brain that was still part of both Peter and Ben, told him not to tempt fate, and to err on the side of caution. And he heeded that advice, just as one would heed Solomon's wisdom.

The halls were very flamboyant and predictable, as Rick had an easy time traveling. 'The main issue is how Doom can pass off as a senator, and have social parties here, as it would be expected, all the while keeping modern technology around. He may be a total doof, but he has some scientific knowhow. And he has an ego that wouldn't permit him to let anyone but him use that machine. So he'd keep it close on hand. That would mean most likely his room, or his workshop. That narrows it down.'

Taking his search to the second floor, Spider-Boy opened very carefully each of the doors, carefully to look to see what room he was peeking into. He also was careful with his spider-sense, and would not open doors that led into occupied rooms. Eventually, he came to the master bedroom, which was large and rather extravagant. The room was empty, which allowed the wallcrawler to sneak in, and he observed the layout rather carefully.

'Doom wouldn't trust anyone with this machine. So he would keep it close at hand, hidden away in a place only he could access. Servants wouldn't notice and wouldn't be able to access it. And keeping it from prying eyes is a complete 'Duh!'. hrm. Lemme see… Where could Doom have hidden the entrance. With all the secret doors, Wadsworth would know where each would lead.' Spider-Boy thought to himself. He looked high and low, and when he checked behind the bed, he felt something that made a 'click' sound. Spider-Boy was on the bed, when it suddenly moved forward, causing the boy to jump up to the ceiling in surprise, when a spiral staircase was revealed underneath. 'Well, well, well… Doom's walking right into these jokes. I mean come on! Coming out from under the bed? How R.L. Stine of him!"

Going down the spiral stairs was a little dull, as he reached the bottom. The boy's Spider-sense went off, and the boy stayed on the ceiling to observe what he was seeing, and he was surprised to see someone working at the computer.

"Well, what do you know?" Rick whispered to himself. The person at the computer wasn't Doom. it was a familiar person that the boy was busy searching for. Kang the Conqueror. Instead of having an Egyptian wardrobe, or a Roman toga, but his full 30th century armour. He was listening to the villain grumble.

"Accursed equipment. I despise faulty equipment. That's what happens when you ask someone else to build the equipment. Lucky for me, that fool Victor Von Doom keeps his time traveling machine across the time stream, and it is so easy to rework."

As the man was typing his ideal target, there was webbing that attached itself to Kang's right hand, and there was a tug that pulled it away.

"I guess I wasn't the only one who thought of this idea. Man, do I feel stupid." Spider-Boy jumped forward, jumping off of Kang's head before he could activate his force field. The villain drew a blaster, and started firing at Spider-Boy.

"Spider-Boy! Do not interfere, you mere neanderthal. You shall not touch this equipment! I Shall rule!" Kang started lecturing the web-head.

"Seriously? You really need a different hobby; one that doesn't include taking over the world, or wearing gaudy colours! Seriously, are you trying to imitate Binky the Clown?" Hopping around, performing somersaults and trying to get close, the young hero avoided the blasts, and seeing an opening, launched a web. Unfortunately, it just bounced off the force field. "Is that all you've got? Maybe instead of shooting randomly like a stormtrooper, maybe you should try to be a Clone. At least they are competent. It's not just anyone that could take out an entire organisation full of jedi!"

Kang blasted, as the tech around them started to get damaged by the blasts. Thinking hard on how the force field functions, Spider-Boy figured that he would need to attack from both the front and the back. The Field isn't always on. When the man attacks, he has to open it in order to hit his foe. Moving in closer, to be within range, he launched a webline at Kang, after an axe slash, as the warlord avoided the attack rather easily.

"Is that all your pathetic webbing can do? I am Kang the conqueror! Ruler of time!" In his arrogance, he did not notice, when Spider-Boy pulled at his webline, where a heavy piece of equipment smashed into Kang's back. "Urgg! Child! You will kneel!" He used his glowing axe to slash once at Spider-Boy who jumped over him, to behind him, and then put his all in his next slash, only for the boy to avoid it, but Spider-Boy noticed the direction of the axe.

'Shit! No!' Was what went through his mind. 'Idiot! Spider-Boy, you should have left him be for now! Now the time machine is damaged! I don't have time or the parts to fix it!'

Kang turned to the console, and typed at it, and then sighed. "Good. I can still move forward. Spider-Boy, with the plan I have, you will not be able to succeed! I can still do battle, but not here. You will pay for this insolence!" Stepping up onto the machine behind the console that had a raised floor, Kang vanished.

Spider-Boy advanced. 'I could have fought him, but then I wouldn't have a time machine. Besides, who would I hand him to? Heading to Egypt would take time, so no Sphinx. Rome is a nice place to visit, but I wouldn't want to live here. Now, how to input the year…'

Typing furiously, luckily the language being english. "Ah! There's the year! Input it, set up the 10 second delay, and voilà! Let it power up, and up I go!" Moving up to the platform, the computer was sparking, as the platform started glowing. However, the second teleportation was causing some equipment to short circuit and some exploded. "Uh oh."

His world went white, and it felt like he crashed into something. Spider-Boy, felt the ground and instead of the marble streets of Rome, or the run down equipment in Doom's lair, he was in the pavement road in a city.

"Well, the good news is, It worked. Whoa! Looks like there's some bad news here. Looks like we're in the Victorian period. Not the right time. In other news, Steampunk era! And actual buildings I can climb. I missed the air!" Spider-Boy cheered quietly enough that people around him, wouldn't notice. He then heard a groan behind him. Turning around, the boy groaned. "Oh no, not you! What's your plan this time, Edward Scissorhands!"

The man in a purple mask, and wardrobe that seemed of the previous generation, got up and gave a deep sigh. "Spider-Boy. Now this will be a long trip. Not only am I stuck in this period, I have to be with this kleiner Junge."

Getting in a battle pose, ready to fight the Nazi supervillain, Spider-Boy sent a taunt. "Come on, Jonah Hex! I could take you, and your toothpick of a sword!"

Sighing, Helmut looked at the boy, without drawing his sword. "You wouldn't fight an enemy that hasn't drawn his weapon, would you?"

"Depends on the villain. Give me one good reason, why I shouldn't attack you?" The boy cockily responded, knowing how the fight would end in his favour.

"Because you shouldn't be in this time, unless there was someone else that you are hunting. And it would be a bad idea to start a super fight in the middle of an alleyway, in Victorian England. We're both stuck in this time, so perhaps we should work together, nein?" The perceptive villain replied peacefully. "Besides, it seems like we're from different points in the timeline. It hasn't been long since you started, correct?"

"How would you know if I started recently? Maybe I've been doing it for years." Spider-Boy replied.

"Because when I come from you're older. You look like you could pass for a 10 year old, so I assume you've just started. Plus your tongue is staining your mask, from the silly faces you make."

"First… Okay, you make a good point. You don't seem to be lying. Second, I'm not 10… I can't help it with the baby face. The ladies love it! Third… How do I know, I could trust you? You are a Hydra based villain!" Spider-Boy enquired seriously at the villain.

Zemo took a good moment, to think about the question. 'How does he know he could trust me… Am I to be trusted? No. I'm just here for this ridiculous trip. I'm almost at the last Zemo. Trust… Have I ever trusted anyone?'

"I don't trust anyone, but myself. But Hydra is behind me. I may still be a villain where you are currently, but soon I'll vanish, to meet all the previous Baron Zemos. It's an… interesting trip. But you can guarantee that I have no ill will. I've made my peace with Captain America."

"That's a pretty speech, Helmet head. But I don't buy it." Spider-Boy gave his doubts. "You've fought to kill him and take over the world! Daddykins said jump, and you hop!" He didn't want to consider being with a villain with Nazi ties.

"You are smart not to trust me. I made my peace with Captain America. I don't care about beating him in silly rough housing. I don't fight my Father's arrogant battles of supremacy."

"Really?"

This doubtful response gave Zemo a decision to take off his mask. "In my 'father's' silly dream world, would someone with this face be able to move up in the world? Come, boy. I will try to find a way home for both of us, however, we need to work to blend in." Helmut ordered, with a confident, yet tired voice. He put his mask back on, and walked forward in the streets, making his way to a tailor.

Spider-Boy was a little surprised by this meeting with a super intelligent villain obsessed with outdoing heroes in combat, requesting a teamup. the young hero sighed, and started whining. "Why do I have to be stuck with the Nazi? I swear, you wouldn't see Thor saving the world alongside Madame Viper."

After about a couple long hours, the other time-lost person that Spider-Boy met, finally stepped out of the shop, with an updated set of clothes from the fashion of the era. He had a dark mauve overcoat and a top hat, with a vest underneath, and a cravat. his dark trousers reached his ankles. he had his sword at his waist, as expected. Spider-boy also had to admit, Zemo always did have a regal air in his posture. Always seemingly confident, knowing how to respond to any given circumstance.

But he was not to be trusted. There was something off. Sure, they avoided an unnecessary fight that could have caused… complications.

The man had a package under his arm, as he walked out and headed to the alleyway. Spider-Boy blended in the shadow, despite the colourful suit. They just had a knack for it.

"Spider-Boy, come down. We should discuss our situation here, until we find some way to travel to our proper time. And sticking to shadows limits our ability to properly gather information, and possibly track down Kang. I have something prepared for you." Handing the boy the package, Rick suddenly had a bad feeling.

"I was always told to never take candy from strangers." Spider-Boy initially declined.

"You should take it. It's one thing to be caught as Spider-Boy in ancient times. At most, you might have one civilization that would set up a deity akin to you on a slab, or just meanderings in a journal of someone who would be forgotten. But this is the Victorian era. With the printing press, there would be records of you if you are caught, even in urban legends. We must be careful not to get caught. Besides, food is necessary for us to properly attend to our common goals."

"No. I'll stick to the shadows. I won't get caught. And I can get my own grub." The webhead stubbornly retorted. "I'll work with you, but just over this one matter.

"Fine. If that's the way it's going to be… Then go. I will just head to the science fair." The man was sulking. "I'll return this." Before Zemo could go any further, a webline hit the package the man was carrying, and pulled it out from Zemo's grasp. "Hey! Darn webhead." This irritated the german baron, as he thought a few choice words in his native tongue.

The path to the science fair wasn't difficult to find. Rick knew the layout of the city of the time, a little eager to be caught in the era of Steampunk. In other words, the industrial era. He had the package in a web-cocoon on his back. Looking at the building in question, the young geek was bouncing off the walls in his head. 'The Crystal Palace in the Victorian Era. A pity it burned down. But this definitely deserves to be shown to Ben, Peter and MJ. Kang doesn't even understand what he can see with his machine! Take over the world… There's a reason why the Renaissance fair exists! Oh how I would love to try jousting in the old medieval period… Or even Better! The Wild West!' Rick took out his cell phone, and took a few pictures. He was ecstatic!

'Now here's the tricky part. sneaking into a glass building, a large open space and garden, without getting caught. It should be fairly obvious which piece of tech would be Kang's little toy.' The boy snuck around, off the roof of the building he sat atop. Sneaking into the dark, he worked to approach. He may have the outfit, but there are better ways to sneak around, rather than go in disguise.

On the other hand, Zemo prefered to enter through the front door. He looked regal himself, and knew how to turn on the charm. Letting his german accent flow, the guests wouldn't make assumptions. Sure, his mask would attract attention, He was accustomed to charming people with his charisma. His ancestors either liked him, or hate him. Harbin barely knew him, Hademar judged him to be a leper, and hated him, Heller was fascinated by his intellect, Herbert respected him as a warrior, and had a certain camaraderie. Helmuth didn't see his descendent coming, when Helmut killed him, Hacket mocked him when he captured him and planned to kill him. Hartwig never met him, but Hilliard was a mixed bag. The lad was immature, and there was a misunderstanding. However, Helmut tried to protect the Jews that Hilliard had ordered to slay. The current ancestor in question would be Hoffman Zemo. Next would be Hobart, Herman and Heinrich. The latter two, would doubtlessly prove a complicated relationship.

'If I'm in England, during this time, then Hoffman Zemo is here. Probably for the art and knowledge. Luckily, he will only amass it, and not use the technology for any minor skirmish with his neighbours. Entering was simple, however the questionable villain observed the pieces of technology that were present. 'It is impressive that I am attending the Great Exhibition of 1851. I must be grateful to Hoffman's selfishness. I would have never imagined I would see the moment in time. A shame it will burn down.' Unlike his brutish grandfather, and his insane father, Helmut appreciated the cultural impact of such an event. Herman would try to take the technology by force, and Heinrich would simply attack it in a mad world plot.

He observed the technology, searching for Kang's machine, but he couldn't help but get distracted by the beauty before him. However, he never forgot his mission. To find the time machine so he could return to his original time, before his random disappearances and reappearances in the timeline. He continued, and overheard two people discussing. There was a german accent, and an english accent.

"This is a fascinating piece of work, Herr doctor. Perhaps it vill be one of mein many buys. The arts and technology is something important… to my barony, and it's people."

'Interesting. Might be Hoffman. Egotistical, like most of my predecessors. At least he's cultured. For the most part.' Helmut thought to himself, before hearing the soft, gentle tone of the doctor.

"Yes, Lord Zemo. I'm so glad you took your time to come to London. I pray that your lodgings have been comfortable? How about your meals. Properly fed, I presume?" It was kind and considerate, as if he were a host wanting for his guest to be well treated.

"It has been… acceptable. The beds comfortable, but the food was not as acceptable. At least you have your manners, mein friend. Always welcome, and with the finest tastes in the height of beauty. Correct, Dr Essex?" The man spoke, as if they were old friends.

'Dr. Essex… that name sounds familiar. Where have I heard it?' Putting it at the back of his mind, he proceeded to continue onto his mission.

Observing the machines, the man looked for Kang's style of tech. he was familiar with those kinds of machine as he worked with the man a few times.

The two superhuman fighters didn't like working with each other at all. Spider-Boy didn't trust Zemo, and Zemo was annoyed at the webhead's style of getting under your skin. 'I suppose it's one way they are so successful at their jobs as crime fighters. Even I can't calculate their capabilities in combat. Stealth apparently is a strong suit of theirs. As well as stubbornness.'

As the man approached one machine, he got pulled in between two inventions, he reached for his sword, but stopped as he was confronted with the young hero. "Do you and the other Spider-Men enjoy having a hobby that involves giving panic attacks?" he asked, his heart beating at an accelerated rate.

"It's a secret hobby of ours. how'd you guess?" The boy cheerfully stated, with a hint of schadenfreude. "I've narrowed down Kang's machine down to 3 possibilities. I'll just need a closer look."

The man was taken aback. Zemo himself knew a lot of machines, in particular, future technology. But the boy was fast. Like his predecessors, they were made of unbelievable knowledge.

"Can you point me to them? Perhaps I can…" the scarred face man started, only to be interrupted by the boy.

"I just need some more time, and a closer look to determine which one it is." The boy acknowledged."Maybe about ten to fifteen minutes."

"Thank you, web head." Zemo replied, eagerly.

"I'm not doing it for you. I just know that it's for the timeline and to make sure you don't pull anything funny." Spider-Boy commented harshly, before vanishing again.

The blueblood couldn't help but be annoyed by the young hero. They got in each other's way, having vastly different ways on how to handle a problem. Both intellectuals who preferred to approach matters with a needle. Another approximate 20 minutes, then he would be home.

Spider-Boy on the other hand, had just finished analysing one of the three other machines, and found that it was indeed from this time. Sighing, he snuck over gracefully to the next one to examine it. Looking at every nook and cranny, to see if there weren't any secret compartments or buttons. After about another five minutes, he was happy to find out it was the last one. approaching it with a delicate manner, not unlike a ninja, the boy was starting to investigate this one, and found a latch on one of the sides, not facing the public. That's when he heard screaming, and his spider-sense blaring. 'Oh great. Now what?'

Looking over, he saw a certain someone walking on air. The garish green and purple of Kang the Conqueror was present. Both metahumans lost in time internally screamed as they tried to stay low key, in order to avoid attention, and Kang just marches in, like it's a bar.

The convention was emptying, as the 30th century tyrant travelled through the palace. Zemo ran over, removing his cape, and drew his sword. Spider-Boy was about to reveal his position since the villain was approaching, only for the swordsman to jump to an invention, jump to a higher one, swinging off a chandelier, in order to slash at Kang, which hit him, however, as the man felt the slash across his back, that was healing immediately.

"You wish to challenge me, Zemo? Pitiful!" The villain launched a blast at the baron, and launching him into a couple of inventions, which were now trashed. he got up, annoyed,

"Time travelling idiot. No sense of subtlety." The german was muttering several expletives in various languages.

Spider-Boy took the opportunity to continue fiddling with the machine to figure it out.

"Step away from that device, worm! You couldn't understand the proper intricacies of my superior technology!" The arrogant ruler spat out, as he floated above the ground.

"At least my breathing couldn't make a zeppelin fly!" Spider-Boy quipped back. He was actually insulted by the lack of culture that his constant foe on this mission showed. He loved the small relics of the past.

Kang aimed his blaster at the small web-head, but his force field was struck by a piece of metal. He turned to find the modern day german member of the nobility, still wanting to pick a fight with his former ally.

"I'm still capable of fighting, you arrogant pleb with delusions of grandeur!" The man still had his sword in hand, he wasn't as injured as the warlord wished. Zemo turned to Spider-Boy. "I implore you to continue working on the machine. I will distract this pretender!"

"Gotcha! Go ahead and go all musketeer on him, Zorro!" the time lost hero joked, which irritated the Baron.

Kang proceeded to launch another blast at Zemo, who gracefully leaped over it, only to hit a damaged piece of technology, only for it to crash right at the entrance, blocking the exit to a couple of guests, and shattering some of the windows, in ways that it would be impossible to step over.

Spider-Boy fiddled with the tech, as his Spider-sense blared, and he jumped off, as a Kang launched another blast, as he took two weapons in his hands, to protect his machine,

"You dare defy me, you pitiful insects!" He bellowed at his foes.

"Arachnid! Not insect. Why don't villains ever get that one right?" he dramatically commented.

The blasts kept coming the boy's way, as he avoided the attacks gracefully, and a little irritated at the event. 'I need to take it outside! But that would cause too public a scene! Gotta dodge… wait! what's that?' As Spider-Boy jumped around, he noticed civilians still within the building, hiding behind some pieces of machinery. Noticing the exit, he turned to the exit, and saw it was barricaded with debris. 'Great. Civilians. Probably too scared to break a window.'

"Zemo! Can you distract him for a moment?" The boy shouted at his reluctant ally.

"Perhaps I could jump around in red and blue, launching base remarks at him. That would certainly catch his attention, Junge!" The German sarcastically sent back. He then jumped yet again at several large objects, then slashed at the force field, expecting some mockery.

"Fool! Even you, Zemo, should know that you cannot defeat my superior technology!" Kang bellowed at him.

"Of course. And yet your costume contains time travel equipment. So how come, you have machines littered throughout various points in the timeline? It seems like there are portions of your technology that seems… As the kids would call it, 'glitchy'." Zemo smiled behind his mask. This insulted the time traveling dictator.

"How dare you! My technology has no such things! It is perfect, and is beyond even your understanding! You shall die today!" Kang would have looked red if he wasn't hiding under his mask.

"So who was it? The Fantastic Four? Iron Man? Captain America? Hank Pym? Or was it Typeface?"

This got the supervillain's eye to twitch over and over again, as he went into a conniption fit. "YOU DARE INSULT ME, THE GREATEST GENIUS HISTORY HAS EVER KNOWN?! I WILL KILL YOU SLOWLY, AND DESTROY YOU, AND EVERYTHING YOU HOLD DEAR!"

"It wouldn't be the first time I've heard that one. Also not the first time I've used that one." Zemo commented, contemplating on the irony of his own statement. Seeing the dictator aim his hand cannon at the anti-hero, the weaker man continued his taunt. "Of course, resort to your futuristic death ray. How base. Why not combat me, man to man? Let our blades do the talking? Maybe then, you could prove which is the better warrior and genius!"

"I will humour you, neanderthal!" Kang shot back, as he returned his long ranged weapon into his portal, and launched himself at the German nobleman, as he slashed downwards, Zemo parried the weapon, to engage in a supervillain duel.

Meanwhile, Spider-Boy arrived at the two men, and they backed away, fearful of this odd child, in a costume adorned by spiders. he took them, and spun a web to bring them to one of the doors, leading deeper into the building.

"There. Are you two all right?" Spider-Boy asked them.

"I'm all right. Danke, Herr Spinne" The german replied, rather nervous.

"Fascinating… How did you do such an act? How does a man spin a web like a spider?" The Englishman asked, visibly fascinated.

"Eh… It's a long story. Don't worry about it." Rick responded, trying to avoid the conversation.

"It is fascinating, isn't it, Doctor Essex?" The german remarked.

"Doctor Essex? As in Doctor Nathaniel Essex?" Spider-Boy halted, feeling as though his very blood in his veins and body had frozen.

"Y-yes… How did you know?" The man asked, flattered. "Did you hear…"

"Not right now, Doctor. You and the Baron better keep quiet, and stay put. You might get hurt." Spider-Boy spun a web, and swung around the dueling warriors.

Blades clashing, Kang proceeded with his taunting, whilst dueling. "Is this all you can muster? There's a saying that the weapon makes the man, somewhere in the timeline!"

"There's also a saying that a weapon's greatest limitation is its user!" Was all Zemo said, as he didn't do mid-battle banter. He found it a waste of energy, and with all these super powered enemies, he had more important things to worry about, rather than quips and one-liners.

Backing up, Zemo calculated his opponent's movements, as Kang just slashed, in random directions. Zemo parried, and looked his opponent in his eyes. Zemo liked the advantages a mask had in combat. His foes can't look him in the eyes so that way, they couldn't properly predict his movements. It took a lot of skill to counter him.

Kang sent more patronizing insults as the parrying went, then, as Kang slashed to one side, Zemo opted for a parry, to send the energy blade to the side, stepping away, and leaving his foot out to trip Kang. Getting up, Kang decided he had enough. Reaching into a portal, he grabbed his hand-held energy cannon and launched a blast at Zemo, who jumped to cover behind another invention. 'He lasted longer in that duel than I expected. It was only a matter of time before he opted out of a melee duel.'

Spider-Boy on the other hand was clicking on buttons, observing the responses that each would give. One would cause an electric static response. Another would whirr. At least it looked like the machine started to make a sound, and glowed white. 'Perfect! time to set up the date.' Pressing the button again, he then adjusted the date, to when he left, in a knob that had years and days present. 'Yes! That's it! Maybe after all this is over, we could drop off the german yutz in his time. The star spangled frisbee thrower won't like this. And I like it like an anvil to the foot.'

Webbing up, he swung and kicked Kang square in the back. "Is this the Steampunk convention? Cause you're seriously not in the right place!" Kang got sent forward only to blast Spider-Boy, and he jumped instinctively. avoiding the attack.

The blasts continued to fire, until the villain saw the civilians nearby, and aimed his weapon at them. Firing, the young spider jumped forward, and pushed them out of the way, receiving the attack on his side, and left arm. The boy was swept off his feet, only for him to recover on his feet. His costume on the left was in a bit of tatters, and he was bleeding slightly. "That stung. Are you two all right?" After a shocked nod, he jumped back out, into the fray.

"What's next on the tour? Maybe we can stop by the medieval portion of the trip!" as Spider-Boy kicked Kang into some more of the debris. Getting up, the time traveling dictator shouted loudly, offended at someone touching him without permission.

"You dare… You shall feel my full fury!" Kang shot rapidly, not considering the consequences. None of the attacks hit, what the tech themed villain didn't realise until it was too late, was a stray attack that a blast hit the precious machine by accident. Seeing the electric shocks act up, and Kang zooming straight for it.

In the meantime, all three metahumans' thoughts were along the same line.

'NO! Shit!'

Kang clicked at the machine, disappearing, as the electric field made him vanish.

Seeing the battle over, Zemo got up from his spot on the ground. Rubbing his head, this had been the toughest fight in his ordeal. Intellectually, he was far superior over Kang. But technologically… that was the only thing Kang had, and it made him a high level threat.

"Why did you let the attacks hit the machine! Do you know how bad this situation is?" Zemo shouted at the boy.

"Hey! Chill! I jump away from attacks by instinct. Besides. We can fix it. We've got all the parts here. So sit tight. At least everyone's safe, right?" Spider-Boy jumped in his face.

This silenced the baron. He looked at the two people stuck on the inside. He recognised his ancestor, and the other person. As he stared at the other person, his eyes then widened, as the young web-headed genius swung over to the machine, and started to gather parts.

He walked over to the two men standing in the doorway, he walked intensely, his sword in hand. "Yes… everyone…" The man spoke almost quietly with venom in his voice. "Doctor Nathaniel Essex?"

The one man stuttered. " Y-yes? How can I help you?" His demeanor gave off an aura of fear. His friend, the current Baron Zemo, was also shaking, his feet frozen. "Th-thank you."

The time traveller raised his sword, ready for a thrusting movement. "Sterben! Fabelwesen!" Thrusting the blade to strike Essex, Zemo's very soul offended by the existence of the future Frankenstein-styled mad scientist.

"PLEASE!" The man pleaded, shielding himself with his arms, expecting the blow. But it never struck. Opening his eyes, he saw the child, holding the arm of the man, as if it was nothing. "What?"

Spider-boy held Zemo's arm, not impressed. The thirteenth Zemo, struggled to pull his arm out of the iron grip. Frustrated, he cursed that the serum that granted him abilities to match Captain America, was nothing to a meta-human like Spider-Boy. "Let go, you miserable child! Do you know who that is?"

"Yes I do! It doesn't matter how offended you are… Hell, I hate him just as much as you do, but you can't kill him! Someone as smart as you should know what would happen if he is killed at this point! It would upset the timestream! Think!" Spider-Boy spoke out harshly, and loud enough for the four to hear, and no one else.

"Anyone with an ounce of decency…" Zemo started, but was quickly cut off by the young man. Now Rick was whispering to the swordsman.

"Don't say any more. It might upset the timestream. I know what he did is horrible. But too many people wouldn't be born, or would have a very different story. Magneto, Xavier, Scarlet Witch and Quicksilver, Cyclops, Phoenix, Havok, Polaris, Gambit… And who knows how many others, with experimental roots, even with his earliest papers would have the history changed. Remember! The butterfly effect!" Reminding him of the science, Baron Zemo then relaxed his grip. He sighed deeply.

"Very well. You made your point. As much as I am loathe to admit it, I despise this matter. I will agree to your logical point. It may not have been my first murder in this trip, however, this is a different matter, it seems."

"You killed someone in the past! How could you!" Spider-Boy grabbed him by the shirt, pushing him back.

"It was already written in the history book of my family, that on the day he died, that an assassin that vanished killed him! I think I was meant to kill him from the beginning, similar to how Apocalypse travels through time for his mad schemes, and how Kang travelled to become pharaoh of Egypt." The man explained. "I waited for the assassin to show up, but the way he violated the woman, after torturing her husband, and taking her young son. Younger than you, unmanning him in front of her, as he bled out, with her reaching out to him, violating her daughters… Just out of sheer pleasure! How could any sane man just let that go!" The man defended his actions.

Rick released his grip. "No killing him."

"You have my word." He sheathed his sword, yet in a bitter tone.

Turning away, Spider-Boy started to walk away. His spider-sense told him that Zemo was honest about not attacking Essex. Stopping he spoke back. "As much as I don't approve of altering the timeline, or murder… That man should have been punished. But it's not our say to kill someone, and act as judge, jury and executioner. Understood?"

"Old habits are hard to break. However, not trying would be cowardly. I have my pride after all." Giving the doctor an angry look, he went to follow Spider-Boy, when he felt something. "NO! Not now! I almost had it! Verdammt! Not…"

Baron Zemo vanished in a red light. Spider-Boy was surprised, and landed where the man once was. 'Wow! He wasn't kidding when he said he was skipping from era to era, to visit every Zemo there was. A pity we couldn't sit down and discuss the details of his family history.' Jumping to a pile of scrap that used to be a project, he sifted through the debris, and found a few pieces he picked up, and brought it to the time machine. 'I'll bet he's upset that he couldn't return to his proper time, with me. He's probably thinking that he shouldn't have tried to kill Sinister.'

He put some pieces in place, webbing some of them to keep them from falling off, and he worked on finishing it. 'And from the description of what his ancestor did, even I wouldn't stay put. I do blame him for killing him, but I don't blame him for interfering. He was probably focused on trying not to jump in, fearing for the timeline, then just jumped in, or just simply walked in on the scene. I guess there is some good in him, in the future.' Finishing up, the boy grinned.

"All right! Finally finished. Sure it isn't perfect, but it's enough for a patch up job." The boy was relieved at the situation. He jumped in the seat, and pushed a few buttons. It started vibrating roughly, with a few worrying sounds, this got the young prodigy a little concerned. "Hopefully it doesn't fail… Come on, stay together…"

After a rough moment with clanging sounds, like it was falling apart, the machine and the young web-head vanished in a flash.

From the hiding spot, the two men stepped out. The current Baron Zemo sighed as he bent over, hands on his knees. "That was close, mein freund. I vould not vant to repeat that! And all of the brilliant machines! All that science! Vasted!"

On the other hand, Essex picked up something off the ground. Turning to his friend, he replied. "Perhaps we should step out. I think I am a little famished."

"Of course. Some rest as vell vould help." Zemo went to one of the broken windows with a large enough opening.

Meanwhile, the doctor looked at the object in his hand. It was a small, ripped red cloth, with some blood on it. He smiled with a curious look in his eyes, that looked almost reverent. "Fascinating… the boy seems strong… almost invincible. His display against that titan…" The man was in awe. "This small piece of cloth will change history as we know it!" The man then followed his friend, pocketing the item.

Crash landings are never fun. Especially after a form of teleportation. It could end up being uncomfortable. But as they say, any landing you can walk away from. This was something Richard Fitzpatrick just learned, as the time-traveling machine made its stop, and crashed down onto the ground, falling to pieces.

Rubbing his head, the boy got up. He took a look at his surroundings and noticed the familiar modern age. Sighing in relief, Spider-Boy spun his web, as it stuck to a lamp post, and the boy somersaulted himself atop the post to get his bearings, and figuring out the area he was in.

'Finally. Don't have to worry about playing time travel tag. hmm… Doesn't look like Manhattan. I'd say… Westchester. Not an exact science, but sure. It might take me a good hour to get back, considering the lack of skyscrapers, but at least I'm back.' Taking his cellphone out, he pushed the one button, and instead of the ringing, he simply heard an irritating voice.

"The number you have dialed is currently not available." It finished the recorded answer, as Rick just had an odd look on his face.

"That's not right. I should be able to get an answer. At least I have someone local that can help me out."

Reaching a particular gated mansion, the boy was in a tree nearby. The shadows covering him, he observed the silence of the area. Westchester wasn't a particularly exciting area, and was more suburban. Smaller area, much more preferable to raise children than many Manhattan urban areas, like Queens. This was one reason was why the X-Men preferred to live in this area.

"Guess I should drop in and say hello. I'm sure Logan will be pleased to see me, after I completely humiliated him." The boy was about to launch off onto the property, when his spider-sense blared. He braced himself looking in every direction, including the sky. When he looked down, he noticed a blonde young woman, in her older teens. She walked to the gate, and with the dial pad of the institute, she punched a number, and put her palm against one of the bricks. The gate opened, and the boy observed.

'No danger around, but her passing through. She must be with the X-Men… Blonde female X-Men… Not many of those. I know there's Magik, but she's deceased. Husk has long hair and… More developed in certain ways. Dazzler's much flashier than her, and more fashion conscious. And she's well-known. Same as Emma Frost. There's one more… Who is she? I recall never really meeting her, according to both Ben and Peter's memories. Her codename is on the tip of my tongue… I think she's from one of the younger teams, like the New Mutants. Let's see, There's Mirage, Sunspot…'

Rick was naming off the New Mutants mentally, as he jumped onto the brick fence, and jumped into another tree. "Now, how to approach her gently." As the woman approached halfway to the fountain in the middle of the yard, Spider-Boy dropped in front of her. "Sorry to drop in, But can you tell me what's going- hey!"

Avoiding a blast of fire that was suddenly launched at him, She held fire in both her hands. Silent as the grave, she launched a few more. Avoiding both blasts now, Spider-Boy was in a clear area. Nowhere to truly hide and bounce off of. No problem. He does recall fighting in open areas such as this.

"Come on! I haven't done enough quips for this kind of reception!" Bouncing off of the top of the fountain, only to have it destroyed and spraying water around, like a geyser. The young child bouncing like a mexican jumping bean, also heard an alarm coming from the institute. "What's this? Are we expecting a party? I hope the punch bowl is spiked!"

After a few small fires started with the grass taking, followed by a few well placed webs to choke out the fires, The boy finally webbed the young woman As she was bound by the webs, around her torso, As he landed after this magnificent attack, that's when the guests came running out of the large dwelling. The boy turned to face them, Only for a 'Bamf!' To be heard, and the distinct stench of brimstone. "Guten tag. I'm going to guess you're affiliated vith Spider-Man."

"Oh right. Magma. I always forget about her." Rick mumbled to himself. "Nah. I'm the pizza boy. Do you know how hard it is to deal with guard dogs, just to get to a house? I'm going to want an extra large tip for this one." Several X-Men approached. Wolverine looked at the boy, unsheathing his adamantium claws.

"Oh, I'll give ya a tip, junior. Why the hell didja attack one of us? You'd better give us a damn good answer, or I'll gut ya!" The feral X-Man spoke up.

"As much as I'd like to do the usual dance number with you, Wolverine, I've got more important things to deal with." The boy replied, irritated.

"The real question vould be, vhy isn't she assuming her Magma form to burn her vay through the vebs?" Nightcrawler asked a little quizzically, confused by Magma's failure to do just that.

As if on cue, Amara turned into her blazing form, turning her into living arriving X-Men and Spider-Boy turned to look at the blue demon.

"Voops. Hehehe… Sorry." Kurt blushed a little, then teleported out of the way to avoid the oncoming fire balls being thrown. Everyone scrambled out of the way. Some of the X-Men that weren't fast enough were parried by ruby red optic blasts, causing them to explode.

A young brunette woman jumped to the side, and asked the blazing student of the institute. "Amara, Why are you attacking us! We're your friends!" A beam of pure fire was sent Shadowcat's way. From the sky, the white haired goddess, Storm flew low, firing in an electricity and fire game of chicken, as she covered for the young X-Man.

"Kitten, don't stop moving! She isn't herself!" Ororo commanded. She won the contest between herself and Magma, throwing her back. As she got up, an optic blast landed at her feet.

She turned and focused again on Cyclops. "Over here, Magma! I'm the one you want to fight!"

The man was making himself a target to let others flank her. She turned towards him, and blasted another wave of fire towards him, as a blast of ice froze the fire balls.

Spider-Boy took this opportunity to launch a few stingers at her, thinking it futile, as they should melt on the spot. 'Like this will ever work.' The angered woman picked herself up, and as the stingers made contact, she turned back to her human form, and fell forward.

"Wait… That actually worked?" The boy was very surprised.

"Why did she attack us?" Shadowcat asked, worried for Amara's wellbeing.

"Mind control. It wouldn't be the first time we've dealt with this. Storm, I want files on every supervillain that can employ mind control." Cyclops commanded with full confidence.

"I wouldn't worry about it. I've got a good idea who it is. I've been playing tag with him for a bit." The young arachnid stated, confident with his guess.

"And who would you be? Are you related to Spider-Man? Where did you come from?" The X-Men leader asked, with a mix of commanding presence, and aggressiveness.

"Hey! I'm on your side! I'm not here to attack you! I'm chasing down Kang the Conqueror." This got some of the X-Men to lower their guard. "You wouldn't happen to have any labs available?"

"Sorry, young spider. But the lab is closed until Beast comes home." Storm replied in her kind, maternal tone.

"And Phoenix? Is she around?" Rick cursed under his breath. "How about Forge?"

"Forge's back home in Dallas. As for Phoenix, she's investigating under cover at a school halfway across the States and the Professor's tracking down a mutant with a small team over in Australia." Bobby Drake answered, only to get a scowling look from both Logan and Scott. "What? I assume since he's with Spider-Man, he must be chill. Besides. If all three of our science geeks are out of town, the web-head's our best bet."

"Maybe I could phase through the lab door and…" Kitty Started, only to get interrupted by Rogue.

"Oh yeah! Smart move! And trigger every alarm in the mansion, and in the lab! Brilliant ahdea!" The southern belle gave out an obnoxious laugh.

"I can take a sample of her blood to figure out what's going on. I know a few labs in Manhattan that I can check things out. Do you guys have any syringes on hand?" The boy asked. The no-nonsense alpha male of the mutant team motioned to his fellow leader who turned to the institute and after a few minutes, she brought over an X-Men first aid kit.

Spider-Boy opened it up, Preparing it, and taking a blood sample from the young woman, all with Cyclops keeping a hawks eye on him, ready to blast at any given moment. A few X-Men looked at the boy, figuring he didn't mean harm, but the more paranoid members, like Scott and his usual rival Wolverine were ready to pounce on him.

"That will do. I'm heading to Manhattan. I'll contact you guys once I have some more details." The boy put the syringe in his utility belt, then jumped onto the wall surrounding the entrance. Nightcrawler approached him.

"Maybe ve can send you back in a Black Bird? It vould be rude not to give you a lift." The devil asked.

"That would be real subtle. A giant jet just hovering over New York. I'm pretty sure Fury would love that." Rick sarcastically replied. Kurt shrugged, then Rogue stepped up.

"Ah can fly you back. Would take me only a couple hours, little webs."

"Sorry. Would take too long. It'll only take me an hour and a half. Maybe an hour and fifteen minutes if traffic is not too busy." This got the southerner a bit in a huff.

"Show-off. Ah offer a lift, and he says he's faster." Rogue pouted at the prospect of Spider-Boy being faster.

With the comfort of Manhattan, Spider-Boy swung across the island, arriving at one building. Finding the familiar door that him and Ben would choose to enter. They were picky about who would enter, and opted for a number pad, with a long passcode to enter. They would memorize a code about 15 numbers long. Pushing the latest chosen key, that him and Ben chose for the week, the door didn't open. 'The hell? Let me try last week's number.' Pushing the next number, and nothing happened. The young boy was about to go for an alternative number, when the door opened on its own.

"Huh. Guess there was a delay. Oh well. Next step… Mad scientist time." Crawling on the ceiling in the hallway leading up to the lab, Rick's spider-sense went off, but immediately stopped. This got his attention, then mentally prepared for a fight. 'I hope it isn't some villain hacking through the lab. Last thing I need is to fight someone like Lady Octopus or Mandarin.'

The last door opened, and as the boy looked inside, he saw a tall man, well built and aged, Spider-Boy estimated him to be close to 50 years old, if he was not mistaken, with a brown beard and hair that was greying.

Spider-Boy stuck to the shadows, observing him. His spider-sense blared, as the man looked up, and spoke out loud. "I know you're there. Come out of the shadows, young man."

Surprised at this, the young webhead jumped down and swiftly grabbed this strange person by his shirt, who seemed to be a threat.

"Who the hell are you, and what are you doing here?" The young clone growled threateningly at him, sensing him to be a threat.

"Settle down boy. I let you in." The man stated with an unfrightened look in his eyes. In fact, he seemed more curious and amused than anything else.

"Oh yeah? How the hell did you find this place. Only me and one other person should know, and you aren't him. You better get chatty, or we'll play yo-yo, spider style." Spider-boy threatened, his hands at the ready to do just that if need be.

Having an inquisitive alook in his eye, he then asked a question, but it sounded more like a statement. "My boy, would you happen to be a clone?"

This got Rick's blood run cold. "How do you know? Are you one of the Jackal's little pranks? I've got no time for his mind games! Talk!" The boy threatened, much more heatedly, and impulsively.

"I'm not one of the Jackal's minions. And judging by your response, I can assume you aren't with Kaine, correct?"

Spider-boy loosened his grip, but his face had a look on it that asked himself 'Who? who the hell is this Kaine?' The man saw the response by the way the mask shifted and he sighed.

"Never you mind, my boy. I'm not your enemy. Can I ask what's your name? Because I doubt your name is Peter Parker, as he has his life with his wife." The man observed the young man in front of him.

Rick saw the same look that he has seen Hank McCoy had when the furry man saw something he was fascinated by.

"Spider-Boy. Pleased to web you up. And you are?" The boy remained on guard, his senses blaring.

"My name is Seward Trainer. It may seem like that little buzz inside your head seems to see me as a threat, but ignore it. It's programmed by the madman, more likely in your DNA, rather than your mind." This got a mixture of reactions by the boy.

Recalling that Ben had mentioned how this man was something of a father figure as well as a close friend filled him with relief. The name still caused though anger to well up inside, questions about how this man, who should be dead a little more than half a year ago, irritation that he probably isn't home yet because of time travel, and frustrated at the lack of food in his stomach.

But then he focused on one thought. 'If I recall from what I heard, this man is the one man Ben trusted, even more so than Peter and MJ. In that case, I should be able to trust him.'

Taking a deep breath, he then properly let go of the man's jacket, asking the million dollar question. "What's the date today?"

"November 23, 2015. I can assume that's relevant?" the man answered candidly.

"Dammit. Still not home. Once I get my hands on Kang, I'll give him the swirly to end all swirlies." The boy shook his fist in half mocking anger.

"Time travel. How pleasant. Then it is probably best that I don't pry for too many questions. And I can assume that there is a rather important reason why you came here."

"Just seeing the sights. At least I didn't drop in on Pete. Wonder what he would say about that?" Taking a deep breath, he stopped with the sarcasm. "I'm trying to figure out a way to counter something Kang may be trying to infect the X-Men with. It might involve some mind-control."

"That's a serious matter, my boy. He's probably willing to infect them, and awaken what he is using when the time is right. I can help with resources you may need. But hurry, the one man I know from this area, may return soon, and the last thing he needs is to see you. Time paradoxes can be as frustrating as fighting clones with warped personalities." Seward commented, partially sarcastic.

"You're telling me." Stopping for a second, as he opened the fridge in the room, and turning back to the man. "Hey! I resemble-I mean, resent that remark!"

"I'll help you, and keep you a secret. I can guess that you come to know my personal friend in your time. Although I would like to know how Dr. Warren grew a pre-adolescent clone. And with the abilities before the age in which our mutual friend gained his abilities. I may not like the man, but I can't help but let my curiousity get the better of me." The scientist asked curiously as he started some of the computers to help the young clone in front of him. "And perhaps, if we finish early, perhaps a warm shower could do you some good. Skipping showers like a young boy is not a healthy habit to keep, young man."

After grabbing a snack from the fridge, Rick took out the blood sample, and plugged it in the computer, in a convenient area meant for the very goal of analysing blood.

The young Spider zoomed in to look at the blood sample, when he saw something catch his eye. "If it wasn't a serious issue, it would be so cool!"

"Fascinating isn't it? It's a relief you have your love of science." The man smiled. "Now that we know what it is, we need to find out how the X-men will be infected, and if possible, create a countermeasure. I do have a quick question before we proceed."

"What's that, Ghost of Christmas past?"

"Has your guardian cleaned your mind of anything that could be residue of the Jackal?" The man enquired, guessing what the answer would be.

"Done and done. Not only through your machine, but Jean Grey came in."

"Good." Switching back to the problem they had, he asked himself out loud. "How would these 30th century nanomachines find their way into the X-Men's system? It would need to be consumed without them knowing. And to get passed McCoy and Xavier would be tricky. Kang may be an intelligent scientist for his time, and may be an efficient fighter with that technology, however, he isn't as clever as what he thinks he is. He is indeed arrogant. Perhaps another person whom they normally wouldn't suspect would perform such an action."

"There was Magma that came in under mind control. Too bad she doesn't have the intelligence, understanding and imagination to actually use her powers to the fullest extent. She isn't too perceptive, and is a casual member of the team." Spider-Boy answered, going to another area of the lab, to eat some of the food he snatched from the fridge. Seward didn't give it much mind. He was aware that the young hero needed to eat properly for a possible oncoming battle that was yet to come.

"Would there be staff members, and unskilled or inexperienced members of the institute and the X-Men that you would consider less capable, or unable to properly fight or notice one who would fool them, that they would trust, and not question?" The man asked, considering the possibility that the X-Men may have overlooked.

"Out of all of them… Tom Corsi is a staff member, and sometimes ground police, you have Stevie Hunter, the dance teacher, and temporary den mother, in case Xavier needs to attend to an emergency, Karma may be perceptive and in shape, but she isn't a field agent, and she takes care of her siblings, Colossus isn't too bright or skilled, despite his regular field status. Kitty Pride may seem smart with putting together computers, but it's second rate to others, plus she isn't too imaginative or skilled, and is a teacher's pet. Warren Worthington is an original X-Men, but he isn't much of a field agent, as he comes and goes when it pleases him. He's more of a businessman running mutant based charities; other than that, he's rusty when it comes to the field." Spider-Boy ran through his encyclopedic knowledge of the X-Men history and members, that Ben and Peter taught him. "Warlock is possible, he is an alien race that so happens to be machines. Nice guy from what I hear. Not sure if Douglas Ramsey's still alive. There's always Corsair, but Havok and Cyclops would hear about it. Maybe Firestar? It would be around the time she manifests, if I'm not mistaken. I guess Dr. Reyes, however from what I hear, she comes and goes. Psylocke may be powerful, and rather skilled when she puts her mind to it, but she can be a bit slow on the uptake sometimes, letting her guard down. Maybe Toad, I guess? Oh right! Plus Sharon Friedlander. She should still be a nurse at the school. Almost forgot about her."

After all of the candidates, Seward stroked his beard, thinking about the considerable list. "Tom Corsi, Stevie Hunter, Sharon Friedlander, Karma and her siblings, Kitty Pride, Colossus, Warren Worthington the 3rd, Warlock, Corsair, Firestar, Doctor Cecilia Reyes, Psylocke and Toad. That does narrow it down to a few. Before we approach any of them, we should finish studying the nanites, my young friend."

Time passed in the lab, as the two scientists studied how the advanced technology worked. Rick even removed his mask, complaining about the sweat from focusing so much on the job at hand. The reply was a paternal, yet dry comment.

After a good clean up, the two were getting somewhere, figuring out some of the functions. They were interrupted by a buzz, and the middle aged man turned to the boy, motioning for him to hide.

What Spider-Boy saw was shocking. There was a familiar looking man, and Rick observed him for a moment, and recognised the face, even with stubble. This man looked like Peter Parker. However, he knew that Peter in his time, and even here was married to Mary-Jane. Wondering what his new mentor was going to do, Seward then handed him a vial.

"I'm working on a project, and would like your opinion on it. I don't have certain pieces of equipment, however, the lab over in Brooklin may have what I would need. Can you do me a favour and look up what you may find in this blood sample? It would be greatly appreciated, and you can tell me everything you find out. It would be a great help, and is somewhat urgent, I may add." The man explained, rather gently.

"Sure. Why is the tech insufficient here in this lab, Seward?" The man, Rick assumed to be Ben's younger self asked.

Rick looked from the corner of his eye, that he forgot that he took off his mask, and noticed it on one of the computers. Shooting a quick web at it, he pulled it back to him, putting it on.

The movement caught the young man's eye, and asked another question. "What was that?" He sounded guarded.

"What was what? I'm alone here. There's nothing to worry about." He reassured.

"And what is this blood sample supposed to be about?" The familiar man asked, quizzically.

"An emergency that has come up. I could use your help on this project." The doctor asked in a reassuring tone.

"All right. I hope I can help. Would be a change I guess." The brown haired man, with plenty of stubble, stepped out, and after several minutes, and the door was closed, Seward spoke up.

"It's clear. You can come out now. And you should be a bit more subtle when retrieving your mask." The man teased with a poker face.

"It's part of my charm." The boy came out, removing his mask again, concerned about being found out. He was quiet for a moment, thinking about who he just saw.

"Are you familiar with him, my boy? He must be different back home." The man noticed. It was like he could read Richard's mind.

"How did you…" The boy was a little surprised.

"The two of you are similar, yet different. He is forlorn, and in a very low place in his heart. And you, despite being a clone, have the straightforward personality of a young boy your own age." The man smiled, deducing the reality of the situation, leaving the youth surprised. "If you would like to discuss anything in our short time together, I will listen. And don't worry. I can keep a secret. Perhaps you were meant to stop by in this time. With every place you visit, there's a reason for it, and something you can learn."

The wisdom seemed to resonate with the boy. Thinking about it, he returned to work.

"It was an… interesting adventure. Ancient Egypt, the Roman Empire, the Victorian Era, and now here. Hey! I even got a picture of the Sphinx before it lost its nose!" The boy bragged.

"I will also require to study the picture. In very close detail. The last thing I need is a little boy creating forgeries of some of history's greatest secrets." the doctor replied, in a dry manner. "The next time you wish to time travel, I would like a short visit with the Library of Alexandria. And it is not a simple request."

"I'll see if I can do that, after I stop by the wild west." Rick replied in a sly tone. Concentrating a little on the nano machines through the lab computers, he magnified it a bit more, and sighed. "I'll have to hack Hank Pym's computers, to see if he has any records on Kang's tech. It might help us figure out details on this 30th century tech. If not, Reed Richards might have something."

"Very well, young man. It would help us out."

The time passed, and Rick and Seward spoke about Rick's adventure across time, The period in the Victorian era, giving the man a melancholic look on his face. This entire adventure gave the man an understanding of the situation.

"I would like to warn you, that after this, there might be small alterations to the timeline, specifically concerning the X-Men. I don't think it will be anything major, however be warned. Going back to try to change it back to, in layman's terms, back to normal, then you will only alter the timeline worse, rather than back to the way it was. Are we clear on that, my boy?" Seward warned, about the possible effects.

"Yeah. Last thing I need is an unnecessary butterfly to flap its wings." The boy stated, deep in thought.

Seward was quiet for a moment, then spoke up again. "I may have an idea on how it functions." There was a phone that rung, and the doctor answered it. "Hello, my friend. I take it you found something? Fascinating, isn't it? You've encountered this technology before? Do not worry about the other person there. It was me that snuck into his computer. Oh?" Seward was discussing with the man from several hours earlier, and his eyes started to twinkle. "Incredible! Send the information, and we'll be able to resolve this situation. Of course! That's an obvious way of countering the nanomachines. I can't believe I missed it!"

Seward chuckled at his own lack of insight. "Send it right away through our private server, and I will create the countermeasure against them. Don't worry, my boy. I will be heading to the Institute to solve this immediately." After a moment, there was a silent chuckle. "Yes, it is him. His technology does give it away, doesn't it? Worry not. I know my way around, without being detected. Whose technology do you think Magneto's helmet was based on? We can discuss more about all these fascinating topics after this matter is resolved, and after you talk about the next step. Goodbye."

The supergenius then turned to the little Spider. "We are almost done with the cure for the nanobots. I will insist you take a shower. Sweat and grime can cause a small distraction in a combat situation. And I would not like you to develop bad habits, especially when you are about to enter the age of adolescence. Understood?" Giving Spider-Boy a parental, yet stern look, like a scolding father to his son.

"But I can help out a lot more by-" Rick was interrupted by Ben's father figure, who now turned out to be a grandfatherly figure for the boy.

"I will not repeat myself, lad. Go take your shower, and I will complete this project. Am I understood, young man?" the man gave the boy a scolding look. The child clicked his tongue and walked to the back, pouting. "And pouting will not help you."

Smiling at the boy's sass and childish attitude, the usually realistic pessimist Seward Trainer returned to the work at hand. 'Memories of Peter Parker or not, it's a relief that he found himself, not just who he is, but how comfortable he is in his skin… Considering how his body is going to change. It is difficult for my current child, as it may be for any clone, that wishes for their own life. Perhaps it is his physical age, alongside the man that will raise him. It is also as fascinating as his physiological origins. If I had the time, I would like to study his brain patterns, however I don't have the time, and it would cause quite the problem as a paradox.'

Arriving from the shower, now all clean and mildly damp, Rick spoke up with relaxed voice. "Figured anything out, Doc?"

"The countermeasure is almost complete. It should take another ten minutes, afterwards I would advise you to rush to the X-Men. There is no telling what will happen, and the objectives of Kang's puppets."

Putting on his costume, the boy joined Seward as the man finished the project, and completed the final touches. One of the computers ejected a vial, and the man took it and handed it to Rick.

"This should help the Institute with the nanobots. It would be wise for them to subject everything they consume out of concern of them hurting others, or each other. And do ensure there aren't other possible reasons that Kang may have, and may attempt." The man explained in a fatherly tone.

"Gotcha. I'll make sure everything's all right, and hopefully find the Dr. Who ripoff, and taxi myself to my time." Going to the entrance of the lab, before the door opened, he turned to Seward. "Thanks. I know my spider-sense was blaring like mad, but I see what B… The other guy saw in you. I'm glad I met you. Is there… anything you'd like me to say to him?"

"Don't worry, little one. Just take care of yourself, and him. He does tend to shoulder a lot. There is only so much responsibility one can assume. It is important to properly manage it. And sometimes, everyone needs a helping hand. I am happy to have given you such a hand, and hope that it was enough to make a difference." The man smiled, with a glint of joy in his eyes.

---

The trip across Manhattan to Westchester was uneventful. After a couple of hours, Spider-Boy was in front of the mansion. Staying hidden, he leapt and landed on the roof. He took his time to observe his surroundings, Trusting his sixth sense, to determine if an X-Man was safe, or trouble. Slipping in, Spider-Boy was crawling on the ceiling, hiding and taking a close look at every X-Man that passed by. When he reached the common hallway, he heard footsteps in the hallway coming his way, he then hid in the shadows of the upper wall, where it met the ceiling, and saw Roberto DaCosta passing by, and the webhead didn't feel his spider-sense blaring, so he continued down the hallway, reaching the stairs in the common area. Several were present in this location. He saw Rogue climbing the footsteps, Wolverine burping as he held a can of beer in his hand, Rahne Sinclaire asking Scott Summers why she couldn't go outside, and the leader of the X-Men simply responded with the basic answer that the institute was in lockdown. No one in or out.

Continuing his search, the boy looked around, looked at staff members, students and X-Men alike, and reaching the study, he felt his familiar tingle. Looking around, he saw Dani Moonstar, alongside Illyana Rasputin, both giggling, there was Kurt Wagner, hanging from the ceiling light, reading a book, and Stevie Hunter on a chair, reading her own book, in silence, letting out a sigh. She was a civilian, and since she had a prosthetic in one of her legs, she would be a liability.

'I guess they called all civilian staff in, to keep an eye on them. Hence why Kurt's here. Dani and Illyana could put up a fight. I've never truly seen Magik fight, even with Ben's and Peter's memories.'

Crawling out of the room, he felt his senses blaring, and he observed below. Lorna was walking quickly in one direction, you had Elizabeth Braddock stepping in, Bobby chatting with Alex Summers, both with fudgesicles in hand. Karma's young siblings were also present. Observing the present company, to figure out which one was triggering the voice in his head, he observed the present company. 'I doubt Lorna would be mind controlled. She's too sharp and annoying to be the candidate. Alex and Bobby are out of the question. One of the other two would notice anything different. So that means…'

As if on cue, passing by Lorna, Psylocke revealed her psionic dagger, and tried to stealthily strike the green haired beauty, only to be flipped over the mistress of magnetism's shoulder, almost dislocating the arm. At this point, Rick felt his spider-sense going in overdrive. Alex and Bobby, looked like they were having severe migraines, and tried to resist the attack. Lorna on the other hand wasn't affected, which surprised the controlled mutant.

The young stealthy ninja was going to continue, when he noticed something. X-Men were trained to withstand psionic attacks. Civilians however, are likely to go unconscious, and much more serious attacks. Karma's younger brother and sister on the other hand, looked like they were sneaking out. Debating on the matter, the young wall-crawler opted to put them off for later, and turned back to the fight. There were higher priorities than the kids.

Magneto's daughter just smirked and tapped her forehead, at a head accessory she opted for that day. She just finished with a sharp strike to the face, knocking the purple haired woman out. Seeing the combat situation ending swiftly, Spider-Boy decided to continue his search.

'Mental note. Don't strike Polaris from behind.'

Heading in another direction, the youth saw the heroes on this floor running to and fro, trying to ignore the constant stream of the blaring tingle, knowing why it was going off, trying to figure out where the secret doors to the sub-basement. Sure, the X-Men of this time knew he was going to return, but he didn't make himself known. The element of surprise was something his family appreciated, and probably their most dangerous ability.

Returning to the hall, the present X-Men scrambled. The front doors had a large metal wall going up, turning the mansion in a veritable fortress, nearly impenetrable. Now that another X-Man was found being controlled, unfortunately, it means that they will get suspicious of each other. And the X-Men are all well trained.

Looking around the hall, his spider-sense stopped blaring. This meant that Psylocke was taken down. Spider-Boy sighed in relief. Having the constant, area effect psionic attack would make him vulnerable, as his sixth sense would not be warning him of a direct attack. Even the least trained X-Man can pose a threat.

Shaking himself out of his thoughts, he returned to the top floor, where the dormitories were located. A couple of the New Mutants were running down the stairs, Rahne and Sam Guthrie, heading into a different wing of the institute. No blaring sense. Proceeding into the New Mutants dorm wing, he crawled up the hallway, looking for odd details. He knew there were many ways down to the underground bunker. Passing by a statue in the middle of the wall, he saw a detail on it that seemed out of place. Hopping down, he inspected it, accidentally turning the head slightly. The boy observed the wall next to said statue, only for the wall to open and a hidden door to be revealed. Looking at the other side of the door, was what looked like an elevator.

Hopping inside, nothing happened. The boy took a look at the set of buttons. With a deep sigh, he hated this. Either he try to hack it, and risk busting it, and being stuck in the sub basement until an X-Man lets him go back up, or try to take the gamble that Spider-Man was in their system. Opting for the former, he knew that he couldn't leave a trail behind, for it could cause a paradox. Some of the X-Men were aware of him, but they had the sense that they wouldn't mention him.

Taking a deep sigh, he pushed a series of buttons to put together a string of numbers. Guessing correctly, the elevator moved down. 'Got it in one! Xavier is clever. Not many people know Magneto's wife's name. Setting up a name in number format is interesting, but it is a little obvious. It was either that, or Xavier's mother's death date, or the date of the separation between the two.'

The door opened, revealing the metallic, bunker styled base of the X-Men. The small hero knew that this was the real X-Man facility, rather than the nice school above. Looking around, avoiding getting caught, Spider-Boy grew a little concerned. Sneaking in like this was too easy. Either the mind controlled X-Men lowered the defences, or the leaders of the mutant team allowed the boy to wander in, thinking about the prior situation that day, giving him a chance to explore on his own terms. Rick knew that some of the mutants were very inflexible, but others were very adaptive. Cyclops may have been stiff, and stubborn, sometimes stuck in his ways, but he was one of the heroes that knew the most about tactics and strategy. It was hard to come up with a hero that knew more than him on that front. Storm was very trusting. She stood her ground, but she had a big heart. Nightcrawler was very sneaky. Very flexible, and although he liked to give the benefit of the doubt, he was a good judge of character. Very likely, it was Xavier, who loved his children, but understood that this situation was grave. Or so the web-head thought.

Sticking to the roof, he knew that it was a matter of time before the New Mutants would be brought down to the sub-basement to keep them safe. There was a certain protocol for the safety of the students. Not that an attack on the mansion would stop them. Arriving at a three way fork, he looked at what he could see in those directions. Thinking about priorities, he headed straight, recalling Peter's blueprints, from the former hero's experiences, working with the mutants. For the most part, they had a cordial relationship that sometimes went hot and cold, depending on the members present.

Choosing the direction of both Hank McCoy's lab, and Cerebro, it was a logical choice. Cerebro contained a lot of sensitive information on many mutants in the world, how and where to find them. Several people have attempted to infiltrate the mansion to get the information. Mystique being a repeat offender. Hank's lab is important because of the scientific research done by the scientists of the institute, and could change the tide of any battle.

After a quiet walk, (or crawl in Rick's case) he observed the doors he passed by, which included the war room, several of the basic gym doors, shower rooms… and finally a door that led to the laboratory. sneaking into it, he noticed Hank McCoy, working with beakers, the familiar nanobots on the screen, scratching his head. He was quite deep into the research of the nanobots. In one direction was the medbay, and through a door, that required a special setup, because it was the holding cells; which is where Magma is likely to be. It was one way, unless the person had special access. Something the Little Spider would have loved to study, but he had other concerns. Turning to the furry blue Beast, the boy spoke up.

"Special delivery for doctor Hank McCoy!"

This caused the X-Men expert to jump with a small cry. putting his hand over his heart, looking up, he took a deep sigh. "Spider… Boy? Cyclops warned me about you. He said you took a sample of Amara's blood. Is that correct?" He asked, taking a couple of deep breaths.

"Yup. And now I have an early Christmas gift." The boy replied in a chipper voice, taking the vial out of his belt. Handing it to the scientist, who took it, rather curiously, Looking intently, he then turned to Spider-Boy, yet again.

"Oh, and Spider-Boy?"

"Yes?"

"Don't you ever sneak up on me like that!" Hank growled at the boy, in his face for a moment. "Just as bad as Spider-Man." the man mumbled the last part.

Opening it, putting a drop on a slide, and putting it on a part of the computer, looking at it, like a child on christmas, he got excited. "Oh my Stars and Garters! This is… It will be easy to replicate, and create a perfect countermeasure against more of Kang's future technology, if he ever wishes to do this again! Thank you!" Excitedly, he shook the youth's hand, and if it wasn't for the tough skin and bones the web-head had, his hand would have been crushed.

"You're… welcome?" Spider-Boy was surprised by the sudden reaction. Then, his face got serious when his spider-sense flared up. His head darting around, looking at both doors.

'It's not Hank, My spider-sense would have blared earlier.' He jumped to the door he came in. "And behind door number one is… nothing." Looking out the door, there was no one. Rushing over to the other door, he snuck over to the ceiling above the door.

In the meantime, Beast wondered what invader caused the change in demeanor. He knew that Spider-Man would quip and tease, but when he went quiet, and searched frantically, then it meant danger was around. Following him slowly, the boy motioned with a hand to stop. He then whispered.

"Focus on the antibody against the nanobots. I'll take care of the threat."

Whispering back, the scientist replied. "Very well. Although I do abhor leaving danger in the hands of a child, however this time, it seems that yours are capable."

Hank stealthily hid in the medical part of the lab, prepared to jump himself, just in case the danger got around the young hero, and Spider-Boy opened the door, looking in from above. At first, he only saw the containment cells. Following this, he saw the danger he noticed. From above, a pair of feet appeared through the ceiling, and after a moment, the entire person appeared. Kitty Pryde landed on her feet, after fully materialising.

Rick was processing the several ways to disable her. 'Intangible foes can be tricky to fight, but often, they have plenty of weaknesses. One primary weakness, is oftentimes, arrogance because they don't think they can really be touched. She may have been disabled in the past several ways, but she always gave attitude. I do recall Peter never really cared for her, and didn't interact with the girl. From what I can guess, from what I got from Peter, he thought she was a bit full of herself, but he preferred some of the other X-Men, like Bobby, Hank, Jean, and Kurt… Even Scott he didn't mind in a combat situation; despite being stiff. He did like the New Mutants. But Kitty? Never really interacted with her. Ben however had me study the X-Men. She appeared after he left New York, therefore never worked with her. However, from his observations, he found she was self-righteous, and not as bright as what she thought she was. Decent at putting a computer together, but Ben doesn't think she has the best judgement.' He mentally put together Peter and Ben's take on her. 'Time for me to get a first person account on her. Shouldn't be too tough.'

Looking straight at him, Spider-Boy sent some impact webbing at her, but it went through her. Dashing to one of the doors, she didn't wait for it to open, going through it. Spider-Boy tried to follow, but as she vanished through the door, the hero landed on the door. The door slid open now, and the young webhead crawled on the ceiling, at high speed, catching up to the young woman. Jumping in front of her, the boy aimed his web shooters at her feet, but she jumped going through the surprised young hero.

"Now that's just rude. That's invading my personal space!" Rick quipped, then tried to follow yet again, with her being as slippery as a bar of wet soap. 'What's going on? Even under mind control, Kitty Pryde should be an easy victory! I hope it's not just me. Cause Ben would have a field day!'

Tracking her through several hallways, he tried several times to sedate her, but she was in a constant state of intangibility. Finally, before she could turn a corner, he finally managed to land several stingers at her feet, and this caused her to crash to the ground, and as he finished with the momentum of his swing, he was about to crash into someone, and he jumped up above the person instinctively, landing on the wall.

Looking down at the person, he saw the well-dressed bald man in a wheelchair. Professor Xavier jumped in surprise, and brought his hand to his chest, taking a few breaths.

"Young man, you frightened me." Observing closely, with a curious look in his eyes. "I heard from Cyclops that a hero followed Kang to prevent him from achieving his goals, but I wasn't aware that it would be a young Spider-Man… Pardon me, we aren't here for a social visit, despite my curiousity. Have you had any breakthroughs?"

"No problem. I'd love to chat with you myself, but I'll wait a few years. I was chasing Kitty Pryde. She was one of the mind controlled slaves. She went this way. Have you seen her?" Spider-Boy looked alarmed. As if on cue, the boy felt his senses tingle, as the wall next to them was destroyed, revealing the metal giant known as Colossus. He entered the wall connecting to the hangar. Kitty was next to him, and there was a familiar voice that was heard.

"You wretched wall-crawler! You've been thwarting my plans all across the timestream! Now it's different, and I shall smash you like the bug that you are! Go my slaves, and eliminate him, and Xavier!" Kang the Conqueror floated behind the two X-Men, his chair next to him. He proceeded to wave his hand, ordering Colossus to charge, and instinctively, the kid jumped out of the way, as Kitty also lunged at him. Landing on the floor after the jump, he proceeded to sweep his leg to trip her, but she jumped over it, and as she landed, Spider-Boy fired a stinger at the foot that touched the ground, landing against her limb that touched the ground, causing her to trip instead, and landing on the ground. Finishing up with some impact webbing to incase her, his head received a warning, telling him to avoid an attack. Jumping to the other side of the room, Kang had fired a blast from his suit.

Avoiding the shots from the futuristic weapon, spider boy launched some impact webbing, which followed the path of the force field.

"You fool. Your pathetic webbing is nothing! As I may be now, there is nothing you can do!" The villain bellowed. He fired several more long range attacks, and the same result happened. The boy jumped around, and he launched another impact webbing aimed at his opponent's face this time, only for Kang to laugh, and when he lowered the force field and the web dropped down to the floor, he saw no one in front of him. Letting out a small irritated growl, he turned to the professor, to see how it was going.

The crippled intellectual tried to psychickly reach his student, who held him up, and he found there was nothing the behemoth's mind. "Psy blockers!" The man wasn't a fool. "Piotor! Try to remember who you are!"

The conqueror smirked, and he heard a metal clanking on the bottom of the hangar, he turned around, and this followed with Spider-Boy on the railing. Kang went to float, but felt a tug under him, unable to leave the ground. Looking down, he saw the impact webbing that reached his foot, as it spread from where it fell from the force field.

The boy jumped from below the walkway to punch Kang across the face, succeeding in his attack. The freed foot took a step back, and this angered him. Opening a small portal and reaching in, he pulled out a translucent green blade, and slashed in Spider-Boy's direction. The acrobat jumped over the attacker to get to the other side, and did this three times, as he landed a kick at the back.

"Come on, Kangy. We danced across all of history and this is the fight that we get? How did the Avengers ever struggle with you? Even the Shocker would be shaking his head at this kind of clumsy tripping." Taunting the warlord, only got him angry. After the third jumped, landing not even a foot away from Kang, and the hoverchair. The child dropped a small vial with smoke that dissolved the webbing, holding Kang in his left hand, above his head. This took almost 30 seconds.

In the meantime, Colossus put his hands around Xavier's neck. This is when Kang chuckled. "Boy, you can only choose one. Save the professor, or defeat me. Which will you choose?" Laughing maniacally, watching Spider-Boy looked at the situation with the X-Man and the wise teacher, Rick then looked back at Kang.

The young hero then turned to the chair and pushed a button. Colossus then blinked, and looked in horror as he let go of the neck, proceeding to put the X-Men founder by the chest like a kitten, and put him gently in his chair. "I'm sorry professor. I didn't know what I was doing? I don't remember…" He was stopped.

"It's all right, Piotor. Nothing to be ashamed of. Everything is now settled, my friend." Charles reassured him.

Looking at them, then back, Spider-Boy grinned under his mask. The warlord looked nervous.

"Or you could do that." The man replied, incredulous.

"It was fun playing Time Cop, but now we're done with games; well, all but one." The young wallcrawler stated.

"And what's that?" The warlord gave him an angry look, as he moved his hand to the belt. Spider-Boy noticed this, and grabbed the belt and yanked the belt with his tremendous strength, ripping it off, which caused the armour on the villain to vanish.

"Punch-out!" The boy shouted gleefully, throwing a punch at the unarmoured Kang, knocking him out. Looking around, he noticed Xavier dusting himself off, and taking a sigh of relief. Taking a look at the chair, he dumped the unconscious villain in the chair like he was a sack of potatoes, then hopped onto the edge of the machine. Observing the buttons, trying to figure out what the combination to warp to the present day, he then heard Xavier thank him.

"Thank you, young man. I greatly appreciate your service. If there's anything I can do, you may ask, and I will do anything to return the favour." The gentle voice of the fatherly figure said.

"Don't mention it. Seriously, don't mention it. Time travel has been annoying. Once I get home, we can have a karaoke night with the entire family. It's sure to be fun." The boy teased. This got a grin from the Professor.

"That would be greatly appreciated. Perhaps you can show me it, at this very moment." The man seemed eager to see the picture.

"Maybe later. I've got a dentist appointment, and Daddy spider would ground me if I arrived late." The young boy teased. He then commented something as he was typing away on a translucent screen. "Oh, and you might want to check up on the little twins. Something was off with them. I wanted to check up on them, but I had to make sure you didn't have too much trouble on your hands."

Finishing with the button combination, the chair vanished, alongside its two passengers.

When the trip across time finished, Spider-Boy heard a familiar voice. It was an annoyed voice, with a robotic sounding filter.

"He listens just as well as you do, Spider-Man. Looking for him will be-" Before he could finish, they noticed the reappearing chair, with its two passengers.

"Honey! I'm home!" Spider-Boy greeted, cheerfully. This got several annoyed looks, groans, and a couple of sighs. He appeared in front of the X-Mansion, which stood Spider-Man, Iron Man and War Machine, the Fantastic Four, and the X-Men that joined in the battle.

Iron Man approached first. "Spider-Boy, you need to think before you leap next time! Tagging along was one thing, but you need to learn from more experienced heroes!"

"Dude. I'm a kid. Not listening is part of the package. Besides. I delivered Kang, didn't I?"

Invisible Woman approached next. "That's not the point. Jumping in would get you and everyone possibly killed! Just like Johnny, you just go in, regardless of the consequences." Scolding the boy, he just brushed it off.

Bobby Drake was next to speak, as he tried to calm everyone down. "Don't sweat it guys. We need to look on the bright side. We took down Damocles, the earth is safe, Kang was captured, and everyone made it out alive. Spider-Boy's back! Why should we sweat about it?" This calmed most of them.

There was still a couple of them that were annoyed, the two in power armour launched off, The Fantastic Four tried to tear Reed away from the chair, with partial success, and the X-Men were greeted by the mutants who stayed behind.

This was when a near inaudible "Mommy!" was heard, and the web-head turned around and saw Lorna Dane pick up a young blond boy. This gave Spider-Boy a bit of a surprised look under his face. Before he could respond, Hank McCoy and Charles Xavier approached Rick, both with happy looks on their faces.

"I must thank you, Spider-Boy. It was a fascinating experience." The furry blue Beast smiled. "Without you, we wouldn't be here, together, and some tragedy would have befallen us. And that fascinating antibody was well made, and it was simple to reproduce it."

"Glad it went well. What happened after I left?" The young hero asked, wondering about the effects of his escapade. Clearing his voice, Hank explained what occurred.

"After it was revealed that the twins Leong and Nga were also infected with the nanobots, quite clever if you ask me… no one would ever suspect those two, I had everyone take the antibodies, just in case." He smiled, eagerly explaining the science behind the situation. "The only side effect was that medication and vitamins' were neutralised for a week. It wasn't much of an issue, afterwards, no problematic changes to the time stream, as is a concern with time travel."

Charles Xavier rolled closer to Spider-Boy. "I must thank you for saving my life. Maybe a proper karaoke night could be in order? I know Scott may have a good singing voice." The man spoke, with a twinkle in his eye.

Looking over at the young blonde boy in Lorna's arms, Spider Boy just sighed and mumbled to himself, "Eh. Close enough." Jumping up onto the gate, "Maybe another time. I have a history project on Roman life that's overdo."

"It's like I always say. Why save the world, when you could do it tomorrow." Spider-Man commented for the first time, as the two swung away. "I'm glad you're back, and hopefully you didn't damage the timeline too much."

"It was one hell of a trip. At least I did some sightseeing. I took a picture of several places of interest. And the only picture of the sphinx with its nose." Rick was more than happy to have a silver lining. "And a few other spots in the timeline. Roman architecture, the original Crystal Palace, Egypt's foundation… All on my cell phone."

This got Ben's geeky side excited. "Of course you'll share it with me. Then you'll be almost completely forgiven for not listening, regardless of how natural it is for us."

"Of course, we don't let Peter or MJ see it yet. We've got something to hold over them. It is something that we could use to bribe them for a lot." The child cackled evilly.

"Now, now, little spider. Remember with great power, there must come great responsibility. Of course, the responsibility to give them an attainable objective. And we must show them, as soon as they comply." Ben grinned under his mask. "I also found a package in a locked compartment, containing Victorian clothes. You wouldn't have anything to do with it?"

---

Reappearing in a secondary Damocles base in the expanse of space, of the 31th century, Kang reappeared in his chair, relatively irritated. An hour after Spider-Man and Spider-Boy left, a SHIELD retrieval unit arrived, right after the Fantastic Four left, with Reed finally sighing and heading to the Fantasticar, and the X-Men antsy by the military group. When he came to, he was in the SHIELD supervillain retrieval ship, when another Kang appeared, and dropped an extra armour for the time travelling conqueror, and a warning of events yet to come. Vanishing after the frozen moment in time, and collecting his throne, he returned to the future, to put together a proper plan of action.

Looking at the changes in the timeline at his master computer, he noticed the extra family line of the Summers family, through Alexander Summers and Lorna Dane. It was the only change that was recorded.

"Eh. Close enough." The villain shrugged, stepping to the back of the ship, for a proper rest, and maybe a decent meal.