Y'know I have a series journal for this fic, detailing the events and progress I want to examine with each character…but I'm pretty sure I've derailed from that like 3 or 4 chapters back so really, it's just a loose guideline. Anyway, as we venture forward, I wanted to take a quick step back to see how we got to where we are now with one of my favorite characters Marvel put out in recent year, Flash Thompson. Not just a bully, but a hero.

Queens, New York-Several Years Ago

Ever since Flash was a child, he always known lonely. His father was a drunk, his mother having left years ago, he didn't have many people to look up to during his youth. Back then he could honestly say he was rather lonely. Except he wasn't, not entirely.

Peter Parker was his only friend. A little nerdy kid who liked science and wore glasses. He was an orphan who lived with his aunt and uncle.

They hung out during school; two little outcasts together making do. Of course, that changed in high school when Flash decided to not stay as an outcast. He wanted to have friends, wanted to be popular. Football was his outing, gradually he became the schools star Quarterback. But the consequences drove Peter away. At the time Flash considered it a worthy trade…if only he knew.

"We stand here today in loving memory of Peter Benjamin Parker. Loving nephew, brilliant student, and one of Gods many children." As the Pastor went on with his speech Flash couldn't help but remember the last time he talked to Peter.

It was his going out party, when he was getting shipped out for deployment to what would become Area 18, the Middle Eastern Federation. It was just the two of them as they stood at the back of the room and sipped on their drinks.

'So Flash, I never asked, why go into the Military? I know you always liked butting heads in Football, but I never took you one for being patriotic.' Peter looked to him for an answer.

'Well, it's what I'm good at right? Butting heads, I mean. So, this just seemed like the right idea y'know?" He explained. Really, he didn't know what he wanted to do after high school. He was too stuck living the glory that he never really considered what to do. But…

'Also, I wanna live up to his expectations." He admitted.

'Your fathers?'

'No, to Spider-Mans.' The conversation stopped there. At the time Flash thought Peter would have called him crazy. Oh, how wrong he was.

He was in Area 18 when he got the news. Spider-Man announced dead, identity revealed as Peter Parker. He requested shore leave immediately.

When Flash returned from the deployment it was the first time in a while he'd seen so many people together that he knew. If only it was under better circumstances.

"Rest in Peace, Peter Parker. May Gods mercy extend to you." The Pastor bowed his head in silence. After a minute the Pastor raised his head and left, leaving the room to mourn.

"You should say something Flash, he was your friend." Beside him, Betty wiped away a tear with a piece of cloth. Flash nodded and walked near the casket.

"Hey there Puny Parker, didn't know when to give up huh? Who am I kidding, you never did. Couldn't even tell the difference between a waltz from a cha-cha… I'm sorry. Sorry for those years in high school. I was a bully, a jerk who didn't know any better." He clenched his fast, trying to stop his throat from clenching up.

"While I was too busy being a jerk you were out there, helping people. You saved people every day, in ways people will never know. You became a man we're all so proud of…who I'm proud of. I want you to know that I want to change, because of you Peter. I hope you can be proud of me. I'm still your number one fan."

x-x

Area 11

The entire operation was a disaster. Cornelia rubbed her head from irritation.

In the wake of the failed Narita Mountains operation she had: hundreds of dead soldiers, millions of dollars' worth of destroyed equipment ranging from ammunition to Knightmares, no lead on the corrupt bureaucrats leading this damn area, AND to put a cherry on top she was saved by an Eleven. That last one was a blow to her pride and image, the 'Goddess of Victory' needing saving from an Eleven pilot.

"Hopefully this will be enough of a reward." She muttered as she signed the paper in front of her for (now) Warrant Officer Suzaku Kururugi.

The door opened revealing Guilford entering, "Princess, I believe we have credible information for the JLF's next plans."

"Finally, some good news." She sighed.

x-x

Fuji Mines

Kallen looked out the window of the Fuji Mines, she really couldn't believe she was here. This was the most secured area in all of Japan, where the very power of her Knightmare came from.

"Beautiful view." Ohgi said beside her.

"We owe it all to Zero." She said.

"He and Kirihara have been in that room for quite a while, you sure they're okay?" Tamaki asked.

The room was foggy with a few trees and a small river. They couldn't hear what the two of them were saying but after that brazen move, Kallen hoped they weren't in danger of getting killed anymore.

Kallen watched as the two talked, Zero's hand reached up to his face and removed his mask.

"No way!" Tamaki said trying to get an angle before being pushed down by Kallen.

Kirihara looked stunned, as if being given a tremendous revelation. Did Kirihara know Zero?! She didn't know. Kirihara laughed, almost maniacally. The two shook hands, Zero put his mask back on and made to the exit.

"Which one of you is Ohgi?" Kirihara asked, almost demanded.

"That would be me, sir." Ohgi said.

"Ohgi, the rumors are true. Zero is not Japanese." The revelation stunned them. Another key piece in the puzzle that was the identity of Zero.

"Zero is a true enemy of Britannia, you must not let Zero's true identity be revealed. If you do so, the Kyoto group will supply you with equipment, funding, and intelligence. If you follow his lead, I can assure you victory is within reach." Ohgi and Tamaki sighed in relief, Kallen however could only look at Zero.

x-x

Ashford Academy

"How are you doing Shirley?" Milly asked.

"Thankful mostly, I'll be fine. Father has been called back in to help with the recovery at Narita, he was shaken but alive. Considering the news we're getting, I think we got lucky." It didn't sound like she was lucky.

"You must have been shaken by the news." Milly said.

"We didn't know until this morning, to think my father could have been there…I don't want to think about it."

"If you don't want to talk about it, we don't have to. You can go home if you want to be with your family."

"No, I need something to focus on." Milly nodded and sat back down at her seat in the student council.

For the first time in weeks the entire council was present, even Kallen. She was busy working on the layout of the gym, where to put tables, which tables to put certain snacks at, and the music to accompany it all.

"Miles did you talk with our new Phys. Ed teacher?" Milly asked.

"Oh yeah, he said we can clear out the gym tomorrow."

"What about our deliveries?"

"Me and Nina called an hour ago, no complications!" Rivalz gave a thumbs up.

"And the budget?" Milly turned to Lelouch.

"We are in a deficit, but we can expect the ticket prices to more than make up for it." Lelouch reported.

"Then we're all set for next weeks prom!" Milly clapped her hands.

x-x

Docks of Area 11

It turns out even with help from his royal highness' secret service, getting into Area 11 wasn't easy. Though he had to admit, lugging around 4 known super villains was hard to do.

"That should be them." Flash muttered as he walked to the docked ship.

'You should not have brought them.' The symbiote whispered into his ear.

"His Highness demanded it; I couldn't say no." Flash rebutted.

'I've fought many of them, they will stab us in the back at the first chance they see.' It continued.

"That remains to be seen." Flash ignored the symbiote to meet with the OSI agent.

"Agent Thompson, have you completed your end of the mission?" The man asked.

"Yes sir, Flash Thompson is a paraplegic gym teacher current employed by Ashford Academy. My record is sound." The agents nodded in approval before handing him a briefcase.

"In this briefcase are all our documents on Spider-Man, funding for any expenditures, and your detonation remote should it appear that any of the villains have gone rogue and need putting down. You will be supplied with a base of operations that each member of your team will inhabit. His highness only asks that the mission be completed, you have full leeway on how to execute the target. Let me be clear, that failure to do so is punishable by death. Do you understand your mission?" Sounded less like a question and more a statement, either way Flash nodded. Flash pulled out the remote detonator, just in case.

"Good, a limousine is currently parked in bay 12. The glass tinted windows should allow your team to reach your destination. An OSI agent will drive you, once you are dropped off they will leave your team. Let's begin." The agent talked into his wristwatch and slowly the occupants started to walk out.

First was Octavia, he met her during his procedure with the Venom symbiote. She was cunning, smart, and had a grudge against Spider-Man for "ramming a truck into her". He didn't know the context of their last battle and certainly did not care.

"Mr. Thompson, so glad to see you. You won't believe how hard it is to keep a conversation with our other guests. Is the symbiote acting well?" In his mind Venom scoffed, pictures of Peter fending her off in a blaze came to the front of his mind.

"Good enough. Follow the agents." She agreed and walked to bay 12.

Next was Max Dillon, Electro. He was the rowdiest of the group, when he was commanded to join, he was all too eager to accept. In his report Max Dillon used to be an electrical engineer before becoming a villain. Seems like a shoot out between the Goblin gang and this Spider-Man caused some experimental electric eel sludge to cause a reaction that lead to his condition. His entire body was surrounded by an electric-proof suit, on command he could lower his mask and hands. He was pure electricity in the form of a man.

"Is the bug here?" Electro asked.

"Yes, but remember you're under my command, Dillon, you follow my orders you get to kill Spider-Man. Clear?" Flash thumbed the remote detonator.

"Crystal." Flash motioned to the limousine and Electro followed.

Flash turned around to see their most reluctant member, Flynt Marko. He'd been hiding for years before the OSI found him and contained him. The man was a former convict, well he still was but he's presumed dead on all official documents. Flash was most familiar with the man when he fought against Peter some years ago in a construction yard. Almost got him too.

"Marko." Flash addressed.

"How many times do I have to say, I don't want it this little group. I want out." Flynt struggled against his collar. It was a unique piece of technology built by Stark Industries. Made his neck flesh -however that worked- so his detonator could kill him at any time.

"Your compliance is a non-factor." Flynt gave him an ugly stare before walking away.

"Get your hands off me!" Flash turned back to the boat to see the Martin Li.

Li has proved to be the most problematic of the group, like Marko he didn't want to be hear either. Unlike Marko he's made the point very clear. Flash remembered when he tried to unleash a deadly gas across New York. Yet again it was Peter who beat him to save the day.

"You're under my command now Li, don't try and escape. I'll be sure put a stop to it." Flash warned brandishing the remote detonator.

"Britannian scum." Li spat out.

"The faster we kill Spider-Man, the faster you can go to your cell in the Raft." Li mumbled before going to the limo as well. With all of them gone it only left one last person.

"Mr. Thompson, so glad to see you again!" Flash sighed; Quentin was without a doubt the most annoying of his teammates.

"Let's skip the formalities Beck, are you ready to head out?"

"Of course! I may be an agent of the Emperor, but I am under your command for the duration of this operation." Quentin made a big presentation for the bow.

His squad was here, and they were ready. It was time to kill Spider-Man.

x-x

Ashford Academy

The day was ending, and all the paperwork was done. With a weekend between them and the prom Milly decided that the council could leave early. Miles was packing his things when Shirley walked up to him, hands behind her back with a bit of a blush.

"Hey Shirley, glad to hear your fathers okay."

"Yes, well our family is a little shaken, but that's not what I wanted to talk about. In fact, I don't think it's healthy thinking of the 'what if'." Miles agreed. Shirley looked pass Miles to Lelouch he wasn't paying attention to the conversation. Time to enact her final plan.

"Miles, would you…" Behind him Lelouch still didn't look. She had to be more obvious.

"Would you like to go the PROM with me Miles?" Miles for his part was surprised by the proposal, behind him Lelouch finally noticed the conversation.

"Oh, um, wow Shirley. I don't know." Miles looked behind him to Lelouch, and to her audacity he gave a thumbs up! That…. that…THAT IDIOT!

"Yeah, yeah sure. I'll go with you." Internally Shirley scream with malicious contempt.

"That would be great, I don't have a DATE and it would look really awkward if I went to the prom alone." Shirley admitted.

"Yeah, I know the feeling, I went to homecoming alone. Very awkward. Do you want to meet up and your place or…"

"We can meet here. See you next week Miles." As Shirley waved goodbye, she couldn't help but feel thankful for how friendly Miles was…but face palm at how oblivious he was.

x-x

Streets of Area 11

After a long night of patrolling, Miles decided to spend the rest of his night walking the streets of downtown. For as much as he remembered the layout of the city's streets and alleyways, Miles hadn't really explored the settlement from the ground.

"Really nice outside." He remarked.

He continued down the streets until something caught his ears. Music, and not the common soothing music he'd hear from something like a mall.

He followed the music into a small club, between him and the door was a bouncer, however.

"I.D." He demanded.

Miles didn't argue and handed him his I.D., after a quick look over the man nodded his head and opened the door.

"Thanks." Miles said as he received his I.D.

The club was loud and lively, full of people lost to the music which itself was punk. Not really Miles' taste but he considered himself a connoisseur of music, and whoever was singing had a really good voice.

It was a red-headed girl and it looked like she was enjoying her time on stage, "Face it tiger! You gotta face it tiiiiger! It's all you got, It's your last shot!" The song ended and the lead singer raised her mic into the air in a proud pose.

"That was the Mary Janes with their song, Face It Tiger! Up next we have the Thunderbolts!" A voice over the speakers called out the names. "In the meantime, enjoy our playlist as we get our next band on stage." The music resumed to something Miles never heard before and looked back on stage.

The girls of the Mary Janes gave a quick sigh as they could finally relax after their performance. The two guitarists met with the lead singer for a hug, the drummer being the last to join in. But Miles recognized that face.

"Gwen Stacy?" He asked himself.

He remembered the girl as a member of the STEM club, the co-member right beside Connors. They never talked much, but from what he remembered she was the daughter of the police captain. The very same one that wanted him arrested. Gwens face turned to the crowd and found Miles face amongst it. Her face went white and immediately walked behind the curtain.

"Guess you never really know someone." Miles repeated the common phrase, having had enough with the club Miles left.

x-x

Ashford Academy-Next Day

Villetta thumbed the picture in her hand, a photo of the Purebloods they had taken last year during Gottwalds birthday party. Now most of them were dead or stuck in dead end positions because of Zero. Villetta looked up to the school in front of her, it took some digging and a few favors, but she was able to find the boy from Shinjuku. The boy walked out from the school with a suspiciously large briefcase, but that was the least of her worries.

Looking into this boy's life, she found inconsistencies, information that didn't add up, and most startling a lack of information. The boy hardly existed; she smelled a cover up. But to what extent she did not know, but what she did know was that Zero was somehow involved - probably behind it too.

As the boy left the academy, Villetta followed at a distance, she was determined to not end up the same as the rest of her Pureblood comrades.

x-x

Area 11 Docks

Diethard was in heaven, finally he had an in with the Black Knights. This was his chance to capture the future on camera. This would be the story of his life…no, the story of the century. It would be priceless.

"So, what is your deal? I didn't expect to see a Britannian amongst Zero's forces." Diethard asked to the man in front of him.

To his credit, the man didn't break his stoicism. He was definitely a soldier, but he stood out amongst the rest of the Black Knights – aside from being Britannian – he was in a unique outfit. Stars and stripes were an odd choice, and the large 'A' on his helmet certainly differentiated him from the rest.

"Zero has decided you will be monitored by Ohgi for the duration of this operation, don't stray far." The man ignored his question, he started to walk out of the warehouse to prepare.

"Will you at least give me a name?" Diethard asked.

The man stopped and considered it, "I'm Captain America."

x-x

"Commence the operation!" Cornelia ordered over radio.

All at once, a hundred soldiers acted in their operation parameters. Cornelia looked on at the Navy approached the JLF's final holdout while the Special Forces stayed at shore to eliminate any stragglers. Finally, she'd be rid of this pest. If only she could say the same about those rats the Black Knights.

"Viceroy, we have a spike in sakuradite energy!" Her intelligence officer beside her warned.

"Where is it originating from?" She asked.

"At the…" His voiced was drowned out by an explosion. It was forceful, almost knocking her over. When the wind died down, she traced the wind to its origin. The JLF's freighter was nothing but a smoking wreckage.

"What the hell?"

"Viceroy we have new targets!" She had a sinking feeling who it was.

x-x

Away from the docks, the explosion rang for miles, reaching a lone vigilante.

"What the hell?" Miles looked to the origin; it was the docks.

Sensing something gone wrong Miles swung. Hopefully no one was dead, but he suspected worse.

"Alright, no lolly-gagging Miles, let's push it." Miles shot out another webline, but it didn't connect.

"Huh?" A small whisper passed his other ear and suddenly he was falling.

x-x

General civilians usually don't expect explosions off in the distance, so foot traffic in the Tokyo Settlement stood at a stand-still. A sense of fear and tension gripped the masses, all wondering what had happened. It didn't help that a parked car was crushed beside them all.

It was a large and unsettling noise, the sound of crushed glass and steel combined with the noise of a human body. That body belonged to none other than Spider-Man.

"Ow." A single word escaped his mouth.

This wasn't his first time falling on something hard, but it wasn't something you could forget. Spider-Man rolled off the car on to the ground. Footsteps approached him.

"Hey thanks for the worry but I'm alright." Spider-Man waved off.

"Oh no, you're plenty resilient. I just wanted to shake your hand for all the good work you've done." The man said.

"Well I never say no to a fan." Spider-Man raised his hand, the man above him clasped onto it.

"Tha-AAAAGGGGH!" His entire body tensed, a million jolts of electricity surging through his body.

"Yeah, I'm a real big fan…bug." Another large blast knocked him back a few yards; he skid to a stop on the concrete.

"Bug? Wait…no." Miles looked up to see the man in front of him.

"Hey there, Spider-Man." A large blast of electricity came from the man, the coat he was wearing blew off and left standing was Electro.

"Max, what…how?" Electro raised his hand and prepared another bolt.

"Time to die bug!" Miles jump to the side to avoid the bolt, around him civilians ran in a panic trying to escape.

"Max please, you're gonna hurt someone!" Spider-Man stood up and ran at Electro, avoiding the next bolts.

"Die die die!" Electro charged one last bolt and shot, it missed, and Miles went for the roundhouse kick. Except that one didn't connect either as his was confronted with a wall of sand.

"Oh no." Spider-Man said as Electro charged another bolt and hit him. He flew in the air for what felt like a minute before landing on another car, crushing it.

"Isn't it nice to have friends, Spider-Man!" On the other end of the street the sand formed together to create Flynt Marko.

"Flynt…"

"Sorry bug, but I don't have a choice." He turned his right arm into a mace and slammed it down. Spider-Man dove out the way just before it hit him.

"What about your wife and kids!? What would they think about this?!" The arm-mace swung towards Spider-Man, again missing but this time hitting the side of the building.

"What they want doesn't matter, it's what I can give them that does!" Flynt retracted his both arms and combined them together to create a massive fist that slammed down in the spot he used to be.

Spider-Man weblined to a near by building. The wall burst and several tentacles latched onto him, pinning him to the wall. The wall obliterated as the arms turned him to face its owner.

"Well hello their Spider-Man, long time no see. I certainly can't remember the last time we spoke." Spider-Man strained against the tentacles.

"I remember, I hit you with a truck."

"Oh, that's right! Allow me to return the favor." Octavia grinned as he was flung to the ground, the soreness in his body told him he probably left a spidey sized hole.

"That wasn't a truck." Spider-Man quipped.

"Feel free to point one out Spider-Man!" Octavia once again threw him, this time to a nearby roof.

"Spider-Man." A familiar voice growled.

Above him was the black and white villain Mr. Negative.

"Oh, not you too." Miles sighed.

Martin Li drove his sword down to Spider-Man, who rolled out the way. Spider-Man took in his surroundings. Sandman, Doc Ock, and Electro met up at the roof together. There goes his hope it was only a fluke.

"So, four of my rogue's gallery decided to team up to kill me. That's new." Spider-Man remarked.

"Make that five!" A green mist barreled down to the roof, as the mist disappeared a man in green stood in between them all.

"Um…and you are?" Spider-Man asked.

"I? I am Mysterio! Master of mystery and we are here for you!" Spider-Mans eyes grew large, looking over the five villains.

"AHAHAHA! This guy brought you all together? Oh man, you can't see it but I'm crying right now." Spider-Man doubled over laughing.

"Oh, I'm not the leader, Spider-Man."

"That would be me." Another voice came from behind him.

A sharp pain came from his shoulder, the pain pushed him to the ground. He grabbed his shoulder, the touch of liquid made him look at his hand. It was blood.

"I thought you'd be a harder fight. It seems I was wrong. Peter Parker would have fought much harder, he'd have won. You're just mocking his legacy." A black boot came into focus, it reared back and kicked him in the gut. Pushing him towards the center of the roof.

Miles did a once over. Something was wrong. His sense wasn't working. He couldn't feel his spider-sense.

"You should have never taken his mantle." Spider-Man looked up at his assailant.

He was dressed head to toe in black armor. Guns holstered on each side of his hip. But the most glaring information…the white spider on his chest.

"What?" Spider-Man reeled back.

"Peter Parker would be ashamed of what his legacy has become. A boy in a costume, taken out swiftly from enemies Peter would have no trouble defeating." The black spider walked up to Spider-Man and placed his boot on his chest. The weight behind it pushing him into the gravel of the roof.

"Electro." He ordered.

"With pleasure." Electro shot two bolts of electricity into Spider-Man, the scream he emitted was drowned out over the electricity.

"This was a waste of time. An over-use of resources, and you couldn't even give a good enough fight. You're not worthy of being Spider-Man." The black spider aimed his gun at Spider-Man's face.

With a quick jerk from his injured shoulder, Spider-Man whipped Electros arm towards the man crushing him. The electricity pushed the man back, releasing Spider-Man.

"Kill him!" Their leader spoke, pulling out a handgun.

Spider-Man dove towards the edge of the building and swung. The villains dispersed, following after their target.

"Gotta get out of here." Spider-Man muttered to himself as he swung across the city.

"Get back here bug!" Behind him Electro rocketed towards him, shooting electric bolts at him.

Spider-Man swung back and forth to avoid them, but the bolts hit the sides of buildings and the streets below them causing massive destruction. Spider-Man yanked a pothole from the ground and threw it directly at Electro, hitting him.

"He's not the only one you have to worry about!" In front of him Doc Ock swung two of her tentacles at him, both with saw blades. Spider-Man swung high to avoid them, one entirely missed while the other grazed his back.

"Oh no you don't!" Octavia turned around to face him swinging away, "Excellent, we have him on the run." Octavia gave chase.

Spider-Man looked behind him to see Octavia and Flynt behind him giving chase. He turned back towards his escape and suddenly stopped. His entire body hit a wall; he shook his head.

"But this is a road?"

"Is it?" Suddenly the road became a building, and a dozen scared faces from civilians filled his view. Behind him was the man named Mysterio, floating in a swirl of green mist.

"What is reality, if we are but simple thoughts moving through an organ inside our heads. Can we tell what is real or not? Can you tell what is real?"

Around him the world turned dark, above him Martin Li shot his corruption blasts. Spider-Man dove out of the way but was met with an invisible fist made of sand. He landed on the ground, or what he thought was ground and ran. Electro's bolts landed beside him, each trying to take his head off.

With another webline, Spider-Man started to swing again. The world around him turned into a garbage pit as random objects started to fall, cars, newsstands, trucks, buildings, he couldn't tell which were real and which were a figment of his imagination.

"Gotcha bug!" The world around him finally returned, but with it came Electro giving him a bear hug.

Electro squeezed hard and exerted a ton of energy, to say it was painful was an understatement. It was the biggest pain Spider-Man has ever felt.

"Now you're gonna die and like it!" Electro pushed out more and more energy, soon the sky was glowing yellow from his power.

Spider-Man raised his right and placed it on Electro's shoulder. "Trying to beg for mercy! You're not getting it!" Spider-Mans hands gripped as hard as they could onto Electro and fired.

The venom blast struck Electro who in turned spasmed. His electricity re-directed itself across the city, hitting everything in sight.

Soon Electro's body couldn't take it and both of them fell.

"Damn it." Agent Venom swore, he jumped from roof to roof until making it to Electro's body. He was knocked out, with no sign of Spider-Man.

"This operation is scuffed. Mysterio cloud our exit, I don't want anyone knowing where we go." The four others grouped on Agent Venom, preparing to leave.

"Of course, Mysterio away!" A green cloud concealed their exit, leaving none the wiser.

x-x

Area 11 Docks

The operation had been a mess, the JLF had blown themselves up, the Black Knights had fought off Cornelia's forces. But Villetta wouldn't fail.

She saw Zero's Knightmare at the fight, but his ejection seat had landed him over here. She had to careful, if Zero was awake she would need to be careful in arresting him.

"There you are." She spotted his ejection seat.

She slowly walked over to Zero, it seemed he attempted to leave but passed out before he could leave. Villetta jogged over to Zero, his mask was slightly ajar so Villetta took it and discovered the identity of Zero.

"It's that schoolboy, he was Zero all along." Villetta told herself, "Thank you Zero, you've just handed me a noble title and your weight in gold. Sadly, you won't be there to see it in your cell."

"Hello, Villetta." Villetta whipped her head around to see Diethard Reid behind her with a gun. It shook in his hand, but it was very much a real gun.

"Diethard what are…you joined them." She pieced it together.

"People so seldomly get to make history, Villetta, even fewer get to witness it and record it. Don't you see what Zero can offer? He's a whirlwind of change, history in the process as we speak. The future!" Villetta drew her pistol but was stopped with the gunshots that hit her.

"Y-y-you bastard." Villetta spoke, but the words hardly exited her body.

"Thank you Villetta, you've just handed me the future. Sadly, you won't be there to see it." Diethard put another bullet into her and kicked her off the ledge.

Diethard picked up Zero's mask and gently put it back on his face. Zero could feel safe, knowing his secret was safe with Diethard.

x-x

Milly's shopping had been put to an abrupt end when Area 11 was being assaulted with explosions. The mall had shut down and asked everyone to leave. Her included. So, there she was, walking in the streets trying to get back home. What a great way to end the day.

As she walked pass an alley, she heard a crash, she almost leapt out of her own skin. From the alley she could hear groaning, like someone was hurt.

"Hello? Anyone hurt?" Milly asked.

"….milly…." The low sound of her name emanated from the alley, "…help."

Someone was hurt, and Milly's good conscious couldn't make her turn away. Slowly Milly walked into the alley, having brought out a taser (one her mother insisted she'd have) she put it in front of her as she investigated the alley.

"Hello?" She asked again.

As she walked forward, she could finally see a body, but one with a familiar symbol.

"Spider-Man." She gasped.

His costume was seared, cut through out the body, and a gash on his back. He looked half dead.

"Oh my god."

Milly kneeled to Spider-Man and rolled him over so his face could be free. Milly had no idea what to do, she had no medical training at all! She didn't know what to do. She looked to Spider-Man's face, water had cover it. It shallow breathes were a disturbing sign.

"I'm sorry, forgive me." She reached for his mask and yanked it off.

There lying in her arms, was her friend Miles Morales, the Spider-Man.

Shit has hit the fan folks. Sinister Six have finally entangled with Miles who in turn has his identity had his secret revealed to Milly. But he isn't the only one. Lelouch has been saved by none other than Diethard Reid. You can see through out this chapter elements I have taken from the movie instead of the original anime.

A big inspiration for this chapter was Flash's funeral after he became Agent Venom, very touching. I mirrored it to show that even before Miles took the mantle that Peter had a good life for him. Much like he had in the Spider-verse movie his story was drastically cut short.

On the topic of inspiration, I did take inspiration for each of the Sinister Six.

Agent Venom-616 Mainline comics

Sandman-Raimi Movies

Martin Li-Spidey PS4 game

Doc Ock-Spider-Verse

Electro-Spectacular Spider-Man

And Mysterio is a mix of my own interpretation of the character and what he represents in the story as well as the MCU's version. Of course he still comes off as the more goofy version seen in Spectacular but that's just a part of his charm.

Lastly big thanks to Sentinel Prime Knight for giving me things to think about. Really thoughtful ideas.

Sorry for the nearly SIX THOUSAND work chapter but as we hit our stride in the story I thought "screw it" this is gonna be a long chapter.

Fun fact: In the comics Miles' venom blast does somehow override Electro's electricity. Maybe not as drastically but still enough.