This chapter is dedicated to Phoebe Bumbleflip from the USM Discord server! Happy Birthday, Phobe's!

The SHIELD Med-Bay staff was one of the best medical and health specialist teams in the world. Even before recruiting super-powered individuals, they were equipped with the best technology and the most extensive knowledge in illness and injury to date.

Yet, even with all their expertise and precision, they could honestly say that they've never been as tried and tested as when they were working on superheroes. Particularly, the students at SHIELD Academy. The sheer amount of scrapes that those kids got into was astounding, and the medical staff was becoming more and more used to the strange scuffles they were forced into.

It was because of their years of such practice, that when the alert sounded and the Medical Bay doors whisked open to a horde of brightly-dressed teenagers bruised, bloody, and broken, they weren't in the least surprised. They took it in stride and went to work prepping medical rooms, sterilizing equipment, and preparing for surgery.

Two of the most injured of the teams, Kid Arachnid and Triton, were immediately taken in for surgery and the rest of the wound heroes were cared for and cleaned up on equipped medical cots stationed around the main wing of the Medical Bay.

The doctor looking after Ben told him he'd been very lucky. Although one of the claws that had been thrust into his shoulder had severed the cephalic vein, it had barely his axillary artery, which would've been exceptionally worse.

Regardless, under normal circumstances, a wound that deep could have crippled his entire arm and if they didn't end up amputating it, the chances of it being able to work again were very slim. It didn't help that Ben entered the Med Bay carrying Miles, so he traveled a very thin line between shoulder wound and critical shoulder wound.

Thankfully, he wasn't a "normal circumstance" and his healing factor would take care of most of the damage, and in record time. But healing factor or not, he wouldn't be able to use his arms for several days if he wanted it to heal right, and even then he'd need to go through physical therapy.

So, all in all, if he'd been stabbed any closer to his chest, even with his strong healing he might not have been able to use some of his limbs. However, the stab wound had gone clear through his shoulder, piercing through tissue, ligaments, muscle, and bone – which was very bad.

Ben hadn't been feeling that much pain when he first walked into the Med Bay, probably too juiced with endorphins and adrenaline, but for the longest time he couldn't figure out why they were prepping him for surgery. He was feeling light-headed, yeah, but that didn't require surgery.

It wasn't until he was laying down on a gurney, as the shoulder-material of his costume was being cut away so they could apply pressure to the bleeding and properly assess his injuries, did the adrenaline finally begin to wear off and pain exploded across his body like an internal bomb. It was almost enough to knock him down for the count, but it was through much fighting that he managed to keep his eyes open. He grunted when more pressure was added to his shoulder and resisted the overwhelming urge to stab the nurses holding him down.

It was when they were trying to give him a painkiller and sedative did a flash of panic overtake Ben's mind.

"No," he cried, trying to sit up when the needle appeared in the corner of his eye.

"Sir, we need you to lie down," one of the nurses instructed, as several tried to coax him back down on the gurney.

"No – no. No needles," he said, chest clenching, breathes coming out terse and heavy. His barbs shot out of his wrists of their own accord, likely under the stress of the rest of his body, and punctured the table beneath him. "N – no!"

"Calm down," he heard another voice, "We're going to help you. We need to brace your shoulder and stop the bleeding."

Somewhere in the back of his head, Ben knew they were just trying to help him. He knew this, but all he could think about was being strapped down, getting needles stuck into his skin; unable to move or defend himself. Vulnerable. Exposed. Defenseless. It reminded him too much of Hydra and Doc Ock, and he promised he wouldn't betray them again, and he couldn't think straight, and his chest was hurting and his head was swimming.

"No," he gasped and tried to sit up. Putting even the barest amount of weight on his shoulder made him cry out and he collapsed against the table. Using it as a distraction, the needle quickly sunk into his skin and he hissed, jerking away from the sting.

"It's going to be alright," the nurse above him soothed as he secured an air mask over Ben's face.

Ben wanted to scoff; wanted to leap from the table and run as far away from these florescent lights and sterile smells possible, but things were getting fuzzier as his focus began to slip. He found himself melting against the table, body falling still as his heart-beat steadied.

By the time his eyes were closing, he could almost forget the sound of Otto's terrifying laugh in his ears.

When Ben woke up, he was lying in one of the Med Bay cots, hooked up to machines and feeling groggy. The steady beeping up the heart monitor was what ultimately roused him, and it took him several minutes of blinking and blearily observing the room before the earlier events rushed back to him.

He would've bolted up in bed, but his left shoulder was completely stiff and throbbed with a deep, dull ache. A tightly woven dressing of gauze and plaster was over his shoulder, fitted with a brace that kept his arm in place. He sagged back into the pillows, breathing deeply.

This room was different from Otto's labs. Probably because it was more a hospital room than a lab – one of the Med Bay's private rooms for patients who needed more than a patch-up. He was necessarily strapped down, nor did he had Otto leering over him as he experimented, but he still couldn't shake off the way it rattled him to his very core. How laying in that bed, unable to get up without hurting himself, made him feel so vulnerable. So helpless.

He swallowed roughly.

A moment later the door whooshed open and Dr. Connors strode in looking as rattled and exhausted as usual. He was missing the cup of coffee he usually had in hand, but his face was haggard and the bags under his eyes somehow darker – like someone had punched him really, really hard.

"Oh, you're awake," he said, "That's good."

"How long was I out?"

"Roughly 48 hours – give or take."

Ben's eyes widened and he nearly jolted up again, "That long? Then – then the battle – what happened? Where's Peter? Did we get him?"

Connors looked away, suddenly looking as distraught as he was sleepy, "No," he said, "He…he got away. We didn't get him."

Ben gaped at him and repeated incredulously, "He got away? We finally had Peter cornered, after searching for him day and night, and he just…he just got away?!"

"The team lost him in the sewers," Connors sighed, rubbing his face roughly, "Whatever Peter…whatever is controlling Peter, it didn't hold back. They barely managed to fight it as long as they did without getting seriously injured. By the time the Avengers arrived on scene, Peter – the symbiotes – whatever that thing was, it managed to get into the sewers systems and they lost him."

Ben sagged against the bed, but it was less out of exhaustion and more out of frustration. "So, you're telling me that was all for nothing?" he demanded, "That we finally found him, and we couldn't even bring him back?"

"Don't blame yourselves," Connors said, stuffing his hands in his wrinkled lab coat, "None of you were prepared to fight…that. You were caught off guard."

"I can't believe this," Ben continued muttered to himself, heedless of what the older man was saying, as one hand splayed over his face. He could barely even focus on what Connors was saying.

"It's okay. We'll find him again."

"We lost him."

"You guys made the right call retreating. If you'd stayed any longer, a lot of you wouldn't be still breathing right now."

"Oh, STOP IT!" Ben snapped, glaring at Connors, "Stop saying it's fine. Stop telling me that made the right call. We had Peter. We had him right there and we couldn't even bring him in. This isn't alright, Dr. Connors. We had one job and we couldn't even do THAT."

"We will find him again," Connors insisted.

"Yeah right," Ben growled, a tinge of bitterness falling into his voice. "Go coddle someone else and tell them everything's fine and stop wasting my time."

Connors stared at him for a long minute and for a moment Ben though he might start telling him off. But the man just looked so blasted tired. He pinched the bridge of his nose wearily, eyes shutting.

"Okay," he said softly, "I'll leave you to it. If you need anything, there's a button on the side of the bed, but a nurse comes and checks on you every 10 minutes anyway." He turned to leave and Ben felt a stab of guilt.

He may be frustrated, but it's not like any of this was Connor's fault. The man was already so overstretched from shouldering SHIELD by himself and looking for Nick Fury, it was unfair to burden him with even more stress.

But speaking of the fight, Ben found himself calling, "Connors, wait."

Connors glanced back.

"Miles. Is he alright?"

"He's fine," the doctor replied, "He made it out of surgery not long after you did. He's resting right now."

Ben sighed in relief, "Good. He's good then."

"He's doing fine. The doctor said he'll make a full recovery, but he shouldn't exert himself for a few days."

"What about everyone else?"

"They're doing well, too," Connors assured, "Dagger's wrist was broken, Squirrel Girl got skimmed with a spike – or a dagger or something like that. It was…strange working on Triton, being an Inhuman with a different biology than ours, but they managed. Everyone's bandaged up and nobody's condition got fatal – though it was close for a few. You were all really lucky."

"As you keep repeating," Ben mumbled, suddenly feeling very tired. They went several minutes without talking before Connors nodded awkwardly and headed back toward the door.

"Stay in bed," he said over his shoulder, "You all need to rest up and the doctors will have my head if you're wandering around," Then he left and Ben was left alone with this thoughts.

They had been so close. So close. They had Peter RIGHT there, and they hadn't been able to hang on to him. He slipped through their fingers, again. They argued and fought with each other – he argued and fought with the team – and it ended with Peter being whisked away again. How could Ben look Aunt May in the eye now, and tell her that he'd been too stubborn and angry with the team to get her nephew back and keep his promise? Peter hardly constituted as a nephew, he was basically her son.

After all Ben's talk of doing everything he could - giving Aunt May hope and confidence that they'd find him - only to let her down.

Ben managed to last only 10 more minutes with his own thoughts before he made an angry noise and sat up again. He tore the IV and wires from his body and swung his legs over the side. There were enough painkillers pumping through his system to keep the pain at bay enough, and he couldn't stand another minute in that bed. His shoulder was stiff and heavy, and thee a thick, black cast-contraption secured around it was doing a good job keeping it place.

He looked around quickly for a pair of clothes, so he didn't have to walk around in a hospital gown, ignoring the nausea slopping around in his stomach. When nothing popped up, he peaked out of the room where doctors and nurses were moving around in a disciplined rush, probably on their way to help the rest of those who came out of surgery or were still getting checked on.

With one hand keeping the hospital gown closed, he limped out into the hall. His cracked ribs weren't healed yet, his healing factor too pre-occupied working on his shoulder, and breathing felt like inhaling glass, but he didn't let that stop him. Several nurses spotted him, eyeing his hospital gown and cast, and made a bee-line for him.

Ben held up his uninjured arm and flexed his wrist so the barb to shot out as he glared, "No, leave me alone. I'm going for a walk."

"I think you need to go back to bed," one of the nurses said instead as they circled him.

"I'm," he grimaced, hand dropping slightly to curl around his ribs when he inhaled too deeply, "Fine."

They all exchanged a look of disbelief.

"C'mon," one urged, fixing him with a firm look, "We know you're eager to get out, but with injuries like these, you're going to make yourself worse if you're moving around like this. I'm going to ask you to please head back to your room or I will call for the guards and notify Dr. Connors."

Ben stared at her for a long time, breathes shuttering, before he sighed.

"Fine," he grumbled, "Whatever, not much use out here anyway."

Or anywhere, he reflected grimly.

He stumbled back to his room with a glower, all too aware of the nurses following him to keep him true to his word. When he got back to the room, they helped him back on the bed, and the nurse from earlier looked down at the wires and IV with a sigh.

"They always do this," she muttered, picking them up crossly, "Can't keep the damn things in, always just yanking them out."

"Sorry," Ben offered glumly, laying back on the pillow as he glared at the ceiling.

He stayed as still as possible as they reattached the wires and got a new, clean IV. He nearly stabbed himself with his own barb when they stuck the IV needle back in, but he prided himself in his ability to keep still enough to get it in.

"There," she said, "Now you rest. Your bodies working over-time to heal you up, so you may as well give it the room to work."

Ben snorted, but she wasn't wrong.

"I can get some sleep medicine in to make it easier," she offered, but Ben shook his head.

"No, I'll go to sleep on my own." The idea of being forced into unconsciousness put a bad taste on his tongue.

She nodded, "Alright," and checked the machines one more time before leaving the room. The lights were on but he found himself staring into blank space. His shoulder throbbed more insistent, but it was tolerable. To be honest, the pain was nice. It kept him grounded. Reminded him of what happened recently and what he'd failed to do. He could use it for motivation.

But as for that moment, all it was was a terrible reminder.

He sighed through his nose, and closed his eyes, searching for sleep. The nurse was right about this, at least. He'd heal faster if he gave his body the time and space to do it. The sooner he was healed, the sooner he could be back on the streets, looking for Peter. They said he escaped through the sewers. Ben could work with that, he knew the sewers.

Still, it took him a while before he managed to snag sleep, and when he had it, he found it surprisingly hard to let go.

When Ben woke up the second time, he wasn't alone.

A figure sat hunched the chair next to his bed, their head in their hands, and it wasn't anyone Ben was expecting to see anytime soon.

Flash sat up as soon as he noticed that Ben was watching him and cleared his throat, looking somewhat sheepish. He looked relatively unharmed from the battle, but then again, the symbiote did most of the work healing him. He was dressed in a pair of jeans and a black t-shirt, and Ben realized this was one of the first times he's seen Flash without his letterman jacket.

"Oh, you're awake," Flash said, leaning forward, "That – that's good, I guess."

"What are you doing here?" Ben could've been nicer. Could've started a conversation, but he still felt sluggish from sleep and didn't want to beat around the bush anymore. His relationship with Flash has always been rocky, at best. Besides, the other boy was probably here to accuse Ben of their loss, which wasn't completely unwarranted, but it still felt inappropriate due to the fact that they were in the Med Bay.

Instead, and much to Ben's surprise, Flash sighed and leaned back in his chair, looking utterly defeated. "What am I doing here?" he chuckled to himself, though it sounded hollow and humorless.

"I…heard that Peter got away," Ben said, looking past Flash.

The other teen inhaled deeply, "Yeah. He got away. Tried to follow him, but…just couldn't keep up."

"It's not your fault," Ben said and was immediately disgusted with how much he sounded like Dr. Connors. He was a hypocrite through and through.

"Yes, it was."

"Well…" Ben considered that, "I wasn't exactly innocent in it either. I…I should've listened, okay," it chipped away at his pride to say it, but Ben knew it needed to be said, "I should've listened to all you. You're my team, and I should've listened to what you guys had to say. I put all of us at risk by sticking around."

"Yeah, you did," Flash agreed easily enough, but Ben was surprised with himself when he chuckled at how blunt the other boy sounded, but se stopped quickly enough when it upset his ribs. Flash continued, "But it wasn't just you. We were fighting. You, me, Dagger - almost all of us, really. We've been fighting for weeks, and…" Flash stopped, looking so frustrated and at a loss, that Ben almost felt sorry for him.

Whatever Flash had to say, it fell when he laughed shrewdly at himself and pinched the bridge of his nose. "You know, I keep thinking about that fight, and…and we probably could've brought him if we all worked together. Really worked together, like we used to. If we weren't so – so tense around each other, Peter would probably be here with us, right now"

"You don't know that for sure," Ben tried.

"Yeah, I do," Flash grit and lurched to his feet, running a hand through his hair. "We've fought baddies before. We've fought symbiotes and – and cosmic beings, or whatever that Contest of Champion stuff was. We could've done this if we weren't so angry around each other. Peter would be back. Miles wouldn't be hurt. Dagger wouldn't be hurt, You," he gestured to Ben, "Wouldn't be hurt. We're a mess, Scarlet. A big, over-flowing mess, and I can't…I feel like it's all my fault."

"Well, in all honesty," Ben said, "It…kind of is?"

Flash deflated some, as if Ben's verdict was the last shred of evidence, he needed to condemn himself. "But it wasn't just you," Ben added, and Flash looked up. "You…" Ben's fingers fiddled with the blanket, "You were right, Flash. About the time I betrayed you guys. Peter may have been the focus, but all of you were affected by my decision. Peter may have forgiven me, even if he," Ben thought about the video and the hysteria in Peter's voice when he'd mistaken Crossbones as him, "-even if he still doesn't trust me. But I never apologized to any of you."

Ben forced himself to look Flash in the eye, "I hurt you guys and then I was just thrown back into the mix, without regard to how you guys felt. I never took the time to apologize, aside from maybe staying out of your way, I never did anything to really make it up to you guys. And that was bound to cause some tension, whether or not Peter was taken. Instead of addressing the problem, it was glazed over and treated as if it never happened; but it did and it's hurting all of us by pretending it didn't."

"So," Ben took a breath, "I'll start now. Flash, I'm sorry for what I did. Hydra used me, Ock manipulated me, but I also had multiple chances to warn you guys and I never took them. You were the only one who saw through me. I'm sorry for what I did to you, to Peter, and to everyone. You have every right to still be angry with me. You don't have to forgive me right away, but I want you to know that I will try my hardest to win back your trust. No matter how long it takes."

Flash stared at him for a couple long seconds, before he sighed and hung his head. When he looked up again though, he had a small, soft smile on his face. A part of it looked appreciative, but also nervous with regret.

"Thanks, Scarlet. I…I can't say I completely forgive you right now, but – but I think I don't feel as mad…does that make sense?"

Ben chuckled, sitting back against the pillow with a dizzying feel of relief, "Yeah. Makes perfect sense."

A few more minutes went by before Flash roughly dragged his hands across the back of his neck, suddenly nervous he was.

"Also," Flash added, "I – um…I need to apologize to you too. I've been treating you like crap recently, and – and not all of it was because I was mad about the whole betraying thing."

Ben frowned, "What do you mean?"

"I – uh, well," he shifted so he was sitting right on the edge of the chair with his hands on his knees. He looked so nervous, like a child about to admit some misdeed. "It was during our therapy sessions with Dr. Kafka, she said some things that were completely stupid and not true, but…but I've been thinking about them lately, and I'm thinking that maybe they're not as stupid as I thought."

"See uh," Flash knocked his knees together, as if searching for the words, "She said that I was…that I was getting mad at you, and lashing out at you, because..." this time he looked away shamefaced, "because I'm actually mad at Spider-Man."

Ben quirked an eyebrow, "Why would you be mad at Spider-Man?"

"That's what I said," Flash agreed, "But then…I was thinking about it and I think she might be right. I was mad at you, yeah, but…but I'm also really mad at Spider-Man because…because he didn't trust me. I told him you were up to something, and he kept brushing me aside. He didn't take anything I said seriously, and – and everyone got hurt. I'm just," his fists clenched and unclenched through controlled rage, "angry that he kept telling us to trust you, even after you betrayed us, when he never even trusted me in the first place."

"So…so I just wanted to let you know that I'm sorry too," Flash looked back at Ben with a steely look in his eyes, like he was determined to get Ben to forgive him, "I acted like a bully, and I'm trying to be better. I was mad at Spidey and I put that on you, which wasn't cool. So…so I'm sorry."

"I forgive you, Flash."

The other teen looked up in surprise. "Really? You do? You – you don't have to forgive me right away either. I acted like a jerk, and –"

"No, really," Ben interrupted, "I do forgive you. Yeah, maybe it wasn't, uh, completely warranted, but you helped me realize what I was doing wrong too and what I need to do now."

"I'll still make it up to you," Flash insisted, "I'll gain your trust back to, and –"

Ben laughed, but did his best to stifle it. It wasn't a demeaning laugh, but a genuinely amused one. Relieved even. "Flash…thanks," Ben held his uninjured arm out, "How about we put our problems behind us and focus on bringing Spider-Man back so we can handle all this once and for all."

Flash smiled and clasped Ben's hand, "Sounds good to me, bro. Let's get Spidey back."

It'd been a terrible couple of days. Peter was gone again, probably in worse condition than ever, more than half of the team was injured, morale was down, and they had no idea where to start now.

But when had that stopped them before?

Despite that, despite everything bad thing that had happened, Ben couldn't help but feel like everything was going to be okay.

I can't tell you guys how excited I was to get this chapter out! Finally Ben and Flash have made up! I can't say it will be completely smooth sailing between the teams, but the others are independent of Flash and they still have their own thoughts on the matter, but Ben is taking the first step to smoothing things over, so that's good.

Let me know your thoughts and thanks for reading!

Happy Birthday again Phoebe Bumbleflip! Hope you're having a good one!