Steve Rogers never felt like more of a man out of time than now.

"Are you all sure that you have no leads regarding Peter's whereabouts?" He asked the other members of the Avengers while placing his hands down on the meeting table. It felt odd for him to be here inside the corpse of a dead Celestial. It felt way too morbid. But it allowed the other countries to feel secure knowing that the Avengers weren't just an arm of the United States government and they could always take a teleporter to Avengers Mansion once the meeting was done.

This team wasn't his own. The membership had changed constantly since he had been revived from his deep freeze sleep in the eighties, but there was always some sort of familiar face in the crowd like Tony, Thor, Clint, or Jarvis. Someone he could connect to and not feel like an old man amongst the new generation.

That wasn't the case for this latest iteration.

They were all either new kids taking up old identities or the kids of his comrades adopting their parent's monikers. Kamala Khan as Ms. Marvel, Robbie Reyes as Ghost Rider, Zane Yama as the Juggernaut, and Henry Pym Jr. who took up the Yellowjacket mantle were the only examples just on the team. The odd ones out were Riri Williams who adopted the moniker Mainframe to disassociate herself from Arno Stark as much as possible, Bruce's half-alien son Skaar, Peggy's grand-niece Shannon Carter who adopted the American Dream codename, and finally Thor's daughter Torunn.

A team of Avengers comprised almost entirely of kids. Robbie, Torunn, and Kamala were the oldest of the bunch and they were just hitting their twenties!

"Yeah, sorry Cap." Kamala turned her tablet around and showed a message board. "We've sent out a request for information on every message board and the Champions are looking under every nook and cranny, but no luck."

"Krokoa's got no idea what's happening either." Zane shifted uncomfortably. "Rina's talked to Ruby and our network of precogs are just seeing static while the telepaths aren't picking up any thoughts concerning him. Laura also used the Madripoor black market channels and none of the gangs or supervillains have made official statements. Just fifty bragging low-time thugs claiming to have killed him."

Steve nodded while he processed the information. The Champions had really blossomed since Kamala revived the team name when she turned seventeen. She had said that superheroes weren't doing enough to connect with the new generation or the public, sometimes even being too busy to help clean up the mess made during intense battles. What started as a small group of teenage superheroes became an organization that performed relief and charity work while providing a rapid response to any young superhero or civilian in need. Kamala still ran it, though she had become a bit hands-off since starting college to hopefully kickstart a political career.

Krokoa, meanwhile, had become a world power of its own and the unofficial 'homeland' of the mutant population. They were technologically advanced, had developed amazing drugs that could treat the deadliest of diseases, and had made impressive strides in cloning. Luckily, Zane was able to keep Steve up to date since he was dating Logan's genetic daughter Rina. That fact also helped them gain a favorable standing with the new Wolverine and Madripoor's Queen, Laura Kinney.

If those three weren't able to pick up anything, then that meant Peter wasn't anywhere on Earth. "Junior? You have anything?"

Henry shrugged his shoulders. "Nothing. I've worked with Nadia, Reed, and every other super scientist. There have been tachyon spikes in the past couple of years but we can't pin down the location, and there's no reports or records of a 'huge lightshow'. I think everyone was just glued to the screen when you guys were kicking Ultron's butt."

"I've also been talking with Blaze, and none of the realms of Hell have Peter's soul. They're also confident that none of the other afterlives have him either." Robbie's voice was loud and rumbling like an engine, demonic but also having a hint of giddiness to it. Steve still had no idea how Johnny Blaze became the king of Hell and Robbie wasn't really sure either. Apparently a race between the two had been involved. "All things considered, that's good right?"

"I wouldn't be too sure." Everyone turned to Torunn who crossed her scarred arms, her left eye narrowing at the table. "I've been looking into it… there is something wrong with Midgard… I only noticed it after my sacrifices and beating Malekith with Father." She rubbed the eyepatch over her now missing right eye. "Something is blinding my vision and making me overlook this disturbance… Father thinks it's connected to the Black Winter, but I'm not certain."

Everyone went silent after that, Steve feeling the guilt weigh on him more.

After dealing with Ultron, the Avengers had been called up by Peter's ex-wife and Johnny Storm. Peter hadn't been seen for days and they were starting to get worried. Steve had begun organizing a search party when Malekith decided to invade Earth with armies from across the Nine Realms, occupying entire countries and slaughtering or enslaving the residents.

The War of the Realms as the media called it lasted for six months. Cities' infrastructure were reduced to rubble, heroes died alongside soldiers, and civilians cowered in fear as gods fought monsters and angels. The tide only turned thanks to Shannon convincing the Angels of Heven's commander, Fernande, to stage a coup and Torunn paying the price for power.

Like her grandfather, she sacrificed her eye for knowledge and hung on the World Tree for nine days to gain the power necessary to feed Malekith his lunch. Thor told him that meant Torunn would become the All-Mother, the Queen of Asgard, once he stepped down from the throne.

Clint's kid was thrilled with the idea that he would become a king.

So they had spent the past four months rebuilding, sifting through the rubble to find the bodies and get the people of Earth back on their feet.

"And that's the terrible simplicity of it. We hadn't been looking for Peter because there were more important things to do." Steve jaw clenched. Peter was one of the best men he knew, a damn good superhero and friend who was always there if someone needed him. Yet when he was missing what did Steve do? Focus on the newest big threat and damn everything else.

"Cap… Steve… don't feel bad. I'm sure we'll find him!" Shannon turned to the others. "And we'll keep looking! Avengers don't leave their own behind!"

Skaar huffed. "Sorry, but I've got more important things to do."

"Oh, like what?" Riri rolled her eyes. "Polishing your sword?"

"Trying to find Banner, or did you guys forget how he practically destroyed us?"

Steve hadn't forgotten.

Clint had made a call when it was reported that remnants of HYDRA had control over Bruce. Amadeus Cho, the new Hulk, had assured them that Bruce was fine, but when the man's eyes glowed green, Clint Barton shot an arrow through Bruce's skull.

Apparently, Bruce gave Clint the special arrowhead should he ever get out of control. He made Clint promise that if anyone were to control the Hulk… he would kill him.

Bruce was dead. They buried him and everything. Clint had even gone to trial for Bruce's death and while he was deemed not guilty, the former Hawkeye officially retired because he was ashamed of himself.

Then Bruce came back to life, looking like he was in his thirties and wandering America. He also seemed to gain a new, far more vicious and sadistic Hulk persona that Torunn called 'the devil' in the middle of a concussion. It soundly beat the Avengers until Riri used one of Tony's old toys to fry him. They handed Bruce to the government because it was the only way to release Walter Langowski from getting life in prison for three murders Sasquatch committed under possession, but the Hulk had escaped somehow.

Skaar had been particularly adamant about them finding Bruce. Saying that the Hulk was the Worldbreaker, that they needed to find him before this new Hulk did something worse.

"He's our priority. The Skrulls and Kree making moves up in space are our priority." Skaar glared at Steve. "Finding your old friend isn't my problem."

"Skaar! That is uncalled for!" Shannon shouted as she stood up. "Of course we're not ignoring those things! But Spider-Man is one of us and…"

"That's enough!" Steve wanted to sit down. God, these meetings nowadays were exhausting. "For now we're going to keep an eye out. If you find something, report it immediately. But as much as I hate to say it, Skaar is right. I want Peter found, but our world's still recovering and the last thing we need is another Hulk rampage or an alien invasion." Steve turned and walked away. "Meeting adjourned."

Everyone slowly got out of their seats and headed for the teleporters provided to them by the Avengers' backer, Prince Azari of Wakanda. Everyone save for Shannon, who walked over to him. "I can put together a small search team of reserve Avengers members. We don't have to completely drop the search…"

"We're not. But making sure that the world rebuilds itself and lives another day is the Avengers' top priority." He placed a hand on Shannon's shoulder. "Don't take Skaar's words personally. I had to deal with a lot of lip from Clint, Pietro, and Wanda when they first joined."

"I'm just not sure I can take up the leadership role…"

"Well, then prove to them that you can."

With a hesitant nod Shannon left Steve alone. He looked towards his shield and sighed.

He was getting old, that fact was unavoidable. He couldn't keep fighting the good fight forever and he already made up his mind for Shannon to take the shield. Bucky and Sam said he couldn't have chosen anyone better.

"But not yet. Not until all the soldiers come home…"

Time to call up everyone on his contacts list for an update. Hopefully Johnny Storm and the Fantastic Five were picking up a trail in space.

"You sure you don't want me to come along with you guys?" Philip "Phil" Urich asked Mary Jane Watson as the various parents and friends clamored around the members of each team. The crowd was dense, an impregnable barrier between them and Mayday who was talking with her friends. "It's not a problem for me, if that's what you're thinking. I don't have to head to the Daily Bugle until noon tomorrow."

"No, no, it's fine." God, she was beautiful. Even if she was a couple years older than him and had a few wrinkles, her age did not detract from the actress and former model's looks. She laughed a bit into her hand. "Mayday's probably feeling tired from her game. I think we're just going to tuck in for the night."

"Please. If Mayday had her way she'd be up all night with Davida getting a frozen yogurt or something." He frowned as she looked to the side. "MJ, what's wrong? You've been acting weird ever since the end of the game."

"Oh, it's just..." MJ bit her lip. "No, it's nothing. It's just strange seeing my little girl growing up. She's just starting high school, after all."

A part of Phil's heart ached at the answer. She wasn't telling him the full story, not letting him into what was really bothering her despite how close they've gotten these past few years. "But not close enough." A bitter part of his mind sneered. He brushed the thought aside, giving her the old Urich-winning smile perfected by his uncle. "Listen, MJ, if there's anything you need, don't hesitate to ask. I've always got an ear open."

"Phil... you're a great friend." He tried hard not to wince at the word. "But this is just something I've got to handle on my own. If you were a parent maybe you would understand."

"Yeah, never mind that I'm around a hell of a lot more than Pete." He didn't hate Peter Parker. They were friends and while they were not especially close, he didn't hate the guy. But it still pained him that compared to a guy who was almost never around and in all likelihood either skipped town or died during the War of the Realms, he was still the lesser man.

He had met MJ years ago during a Daily Bugle reunion party. He and Peter had met a couple of times while Phil had been working under the table for his uncle in the offices. They hit it off rather well by having similar tastes in movies and an interest in science, though Phil leaned more towards forensics. They kept in touch on and off when Peter changed his career as a photographer to high school teacher, only meeting during the party with MJ on his arm.

And he thought she was beautiful then, a real party girl who was also sweet and fun to talk to. Everything Phil wanted in a girlfriend but never seemed to get. Even Norah Winters and Michiko Musashi didn't make him feel the same way.

"God... Mickey... I hated how that went down."

After Peter and MJ's divorce she began to call him. Turns out he was one of the only people she was kinda-sorta friends with who was still in-state. It started with a few meetings at coffee shops, talking about what they were doing and inane stuff like that. But soon things seemed to progress with their relationship. She started to bring Mayday along with her during their meet-ups and hang out with him whenever Peter bailed.

"Uncle Phil!"

Phil let out a grunt as Mayday's body crashed into him and hugged him tight... actually, it was more than just a bit snug. She was practically crushing his spine! "M-Mayday! C-Can't breath!"

"Sorry!" She let go of him and smiled up. "Did you see that slam-dunk I did!? I never thought I would be able to destroy the hoop! I mean, I've dreamt of it since I thought it would look badass...!"

"Language, young lady!" MJ chided her daughter with a frown. "Just because you're happy it doesn't mean you should forget your manners!"

"Sorry!"

"Come on MJ, she's just happy." He rustled the top of her red hair. He still didn't understand why she got an undercut but apparently it was 'in' right now. "Besides, I know for a fact we knew some damn dirty words before entering high school."

"Well I never said them."

"Mom, come on! Don't try to deny how cool you were!"

"Anyways..." Phil picked up the bag he had next to his feet and handed it to Mayday. "I've got something for you! A little victory present for your first game!"

Mayday's eyes sparkled. "Thanks, Uncle Phil!" She took the bag and opened it, taking out the volumes of the Vigilantes spin-off of My Hero Academia before reaching the bottom. Her eyes widened and a beaming smile spread from ear to ear. "Y-You got me an autographed picture of Franklin Richards!?"

"You know it!" Only took him calling up Julie Power and practically begging her for it as a favor for him. She still didn't like him and hadn't forgiven him for what went down with Mickey. The fact that he was hitting her up for Franklin's autograph probably buried whatever chance he had to salvage their old semi-friendship from their Excelsior days.

But it was worth it to see Mayday's smile.

"Thankyouthankyouthankyou!" she squealed while pulling him into a bone-crushing hug. "I've got to show this to Davida and Courtney! They're totally going to flip!"

"Yeah, go ahead! See you soon, Mayday!"

"Bye, Uncle Phil!" With that, the little girl who was practically his daughter sped off to her friends.

He turned to MJ and nodded. "Well, I'll be seeing you. Hit me up the next time you want to hang out."

"I'll be sure to do that, Phil."

Phil left Midtown High and took the bus to his apartment. Occasionally he took little glimpses out of the window to see the city still in the process of rebuilding from the War of the Realms. A war he could not help with because he had given up the superhero life. All it did was cause him and others pain and embarrassment.

"But I still miss it... the power... the freedom..."

Eventually he made it to his crappy apartment and went up the steps. It was the cheapest place he could get in Manhattan and he hated being here. However, it let him be close to his job and MJ so he didn't mind it much. But the landlord was an ass and Phil could tell the guy just didn't like him.

So he wasn't all that surprised when he saw the notice of eviction on the door.

Phil Ulrich, once the 'heroic' Green Goblin, the short-lived Blue Wail, and former founder of the Excelsior help-group for former superheroes laid his back against the wall. As he slid down it and tried hard not to cry one thought went through his mind.

"What the hell am I going to do...?"

Hero-Con really wasn't Miles Morales' scene.

"Come on, man! Would it kill you to be a bit more enthusiastic?" His best friend, Ganke Lee, slurped the six-buck soda bottle they got from the snack area. "Daniel freakin' Kingsley's coming out! It's not every day you get to meet a celebrity!"

"Meet? Dude, we're in the back aisle."

"Details, shmetails!"

Miles shook his head. There was no way he was going to win this argument. Ganke had that look in his eyes whenever superheroes got involved in a conversation.

Hero-Con had been formed by superhero enthusiasts from the world over. It was just as big and just as nerdy as Comic-Con, minus the movie trailers. There were panels galore where people could meet everyone in the business of superherodom, from the actors who starred in that terrible Roger Corman Fantastic Four biopic to actual superheroes. Miles had already been to panels hosted by Daredevil's sidekick Blindside, who kept tiredly insisting that his partner's name wasn't Darkdevil, and members of the Champions. Ganke had nearly fainted when he got autographs from Viv Vision and that new recruit Snowguard.

All Miles did was stand awkwardly in place and try to look like he was having a good time. He wasn't a big superhero fan like Ganke and would rather have been building that Death Star LEGO kit his friend had gotten a day ago.

"We're going to get in so much trouble tomorrow…"

Ganke gave him a look that made Miles shuffle in place. "Dude, you've been sneaking out to hang with your uncle for days now and haven't gotten caught. Going to a convention isn't going to somehow make Dutcher magically nail you."

He had to suppress a groan at the name of Visions Academy's vice-principal. Somehow, the man seemed to have this sixth-sense that told him if a student had been sneaking out. For whatever reason, Dutcher seemed to be hyper-focused on busting Miles since day one. "Maybe it's because I'm the charity case or something." Shaking his head, he raised his index finger. "Okay, first of all, Uncle Aaron doesn't live far so I can sneak out and get back in a couple of hours. Second, my uncle's cool and you know it."

"Yeah, I know…" Ganke grinned widely as the lights dimmed. "But he isn't as cool as a superhero!"

Before Miles could answer, smoke billowed onto the stage. Orange and blue spotlights turned on overhead before focusing on a silhouette within the smoke.

"HELLO HOB-NOBBERS!" The smoke cleared to reveal an old but rather fit bald man in a white suit with an orange tie that was grinning from ear-to-ear. "Are you having a good time here at Hero-Con!?"

The crowd erupted into applause as the man raised his hand and waved. Daniel Kingsley then pointed finger guns and shot them at the various attendees.

"God, this dude is so cheesy…" Miles rolled his eyes. "But I guess when you're head of a superhero company, people will eat anything you do up."

"Alright! Love the energy you guys have!" As the crowd quieted down Daniel directed their attention to the screen showing someone that could've been practically his twin if he had more hair. "Now, as you all know, my brother Roderick passed away not too long ago…" The picture changed to show a man garbed in the familiar orange and blue garb of the Hobgoblin chucking pumpkin bombs at a Frost Giant. "...defending this great city against another otherworldly threat! It was his final chapter in a long tale of redemption…"

Miles knew it as did anyone with even a tangential interest in superheroes. Roderick Kingsley had once been a fashion CEO who upgraded when he stumbled on the Green Goblin's old gear. Deciding to give it a makeover, he went out to become the Hobgoblin.

What followed was the standard supervillain tale. He used his tech selfishly, taking whatever he wanted and fighting Spider-Man or some other superhero time and time again. Somehow, Roderick had managed to avoid going to prison for the most part thanks to roping in suckers to wear the costume just when he was about to get caught.

Then the Inversion Event happened.

HYDRA had cooked up a clone of the Red Skull and used Charles Xavier's DNA to give him telepathic powers. After a long battle with the Avengers the clone had died, but not before making some superheroes into assholes and some supervillains into legitimate good guys.

The changed superheroes, including several X-Men who now believed in racial superiority, were quickly quarantined. Miles still remembered feeling embarrassed for Luke Cage, who made a complete ass of himself by trying to sell the Avengers to some company. The supervillains, meanwhile, did their level best to try and do a lot of good.

One of them was Roderick Kingsley, who decided to make superheroing into a self-help business empire. He published his own semi-biographical book, Hobnobbin' With Roderick Kingsley, and built up the Kingsley Corporation to promote up-and-coming superheroes.

Doctor Strange and Magik got to work and reversed the inversion. While most of the supervillains went to prison or escaped, Roderick stuck to his changed ways and continued being a spokesman for "the new generation".

"Probably realized he would make more money legitimately than spending it on being a supervillain. Less time in jail too."

"When he died, my brother left it up to me to put what he had set out into high gear!" The pictures then changed to show the Hobgoblin handing kids his own action figures. "Sure, he got a start with that whole Inversion thing… but remember! The Hobgoblin, like any costumed identity, is just a brand! What really matters is how you use it!"

Smoke began to pour out from behind him as more silhouettes appeared.

"You're the ones who have the power to become superheroes! The only person you need to prove in order to make that first step is yourself!" The smoke cleared to reveal several costumed heroes that had made a name for themselves during the recovery months. Queen Cat, Missile Mate, and the Warthog were the first Miles recognized right off the bat. "And through the Kingsley Program… YOU CAN BECOME A HERO!"

The crowd exploded, standing up and giving a round of whooping and thunderous applause. Miles didn't really understand why they were so happy. All Daniel did was talk about his brother's life story while giving himself a pat on the back. "Just smile and clap, Miles. The last thing you need is a lecture from Ganke."

Ah, well. At least his friend was enjoying himself.

Daniel bowed and said, "Thank you future do-gooders! The Kingsley Corporation will be hosting a special Ned Talk at Kingsley Towers in two days, so be sure to sign up! We'll have a special treat in store for all those who want to become Hob-Heroes!"

"Oh man, that was so awesome!" Ganke turned to Miles looking like he had just been asked out by Kitty Pryde, his crush from back in middle school. "Dude, we've got to go to that thing this weekend!"

"Sorry, but I've got plans with Uncle Aaron. We're gonna tag this wall in the subway he knows is totally clean." It wasn't a lie, either. He and Uncle Aaron had been planning this all week. His uncle may have not been as good with graffiti as Miles was, but he always had tips for making the final product look better.

Unlike his dad, who seemed to regard graffiti as a crime… which it was. "But Dad could at least say it looks good!"

"Aw man, we're never going to get an autograph with that crowd." Miles glanced to the literal sea of people holding up books and Hobgoblin merchandise for Daniel Kingsley and the other superheroes to sign. "This sucks!"

"Hey, it's not that bad." Miles took out his phone and held it up. "Come on, let's take a picture and get going."

"Alright." Ganke flexed his nonexistent muscles as Miles took a few steps back to get a wider shot. "You better get my good side!"

Chuckling and shaking his head, Miles made sure Ganke was right next to the distant Daniel Kingsley and snapped the picture.

That's when he noticed the spider.

It was rather big. With its long legs it was nearly the size of his palm. The tips of its legs and beady eyes flowed an almost neon orange while on its abdomen were the red number forty-two.

"The hell…?" Miles winced as the spider suddenly bit him for no reason. "Ow!l It stung like he was stabbed by a pair of thumbtacks. Not painful per-say… but certainly annoying. Miles hit it's body with his left hand and it dropped uselessly to the floor.

"You okay?" Ganke asked as he ran over and looked at the spider. "What's up with that thing?"

"Dunno." He rubbed his hand and put away his phone. "Probably not poisonous. Don't feel bad or anything."

"Maybe we should swing by a hospital or a doc-in-the-box."

Miles groaned. "No way! If my dad learned I snuck out he'll flip!"

Jefferson Davis was perhaps one of the lamest yet hard-assed cop dads who ever lived. He was the one who hugged and practically cried when Miles won that lottery to get into Visions Academy like he was escaping from poverty or something! He didn't really want to leave Brooklyn and attend that preppy-prep school even if Ganke was attending, but Dad and Mom insisted.

"Great potential this and opportunities that… they don't even care what I want…"

"If you insist…" Ganke shrugged as they began to leave. "Let's put some of your stickers around the neighborhood. If you don't start passing out and your hand doesn't begin to swell like crazy then you're probably fine."

"Sounds good to me!"

As Miles and Ganke left, hundreds of people would stamp on the dead spider and turn it into a smear on the floor.

None would find out where it had gone.

"What do you mean it's gone?!"

Daniel Kingsley knew that the public would be shocked if they saw him now. The kind, cool, grandfather figure that the marketing department and his own acting skills built up was gone. He was glaring down at the little puke from Research and Development trying to sink into his lab coat. Around them was the sound of whirring machinery and the various roars, bleats, and whines of animals for future projects.

One of which was currently missing.

"I-I mean, it's just gone Mr. Kingsley." The man gulped. "W-We believe that one of the cleaning staff must've not secured the cage and Subject 42 escaped."

"I want the Floor Manager and the entire cleaning staff fired yesterday!" Daniel smoothed back his scalp while looking at the empty spider preserve. "And I want you to begin developing a replacement right this second!"

"B-But that will take months, sir!"

"I want it ready by tomorrow! If this thing isn't ready for the presentation in two days then…!"

"Hate to break it to you, man." Daniel turned and his jaw clenched as a purple and green-garbed man stepped out of the shadows. One would recognize him as the old supervillain-turned-superhero Prowler, but this one wasn't the original. "But the boss man knows."

It was one made by Daniel's "boss".

The Prowler held up a smart phone which Daniel took with trembling hands. Putting it to his ear he muttered, "H-Hello?"

"I'm not happy, Daniel. Not happy at all."

That calm voice chilled Daniel's blood. It always had even when they were kids. "We can get the subject back. All I need is a bit of time!"

"The Kingsley Corporation made a commitment, Daniel. We were going to show our faithful clients that by following our program, one that'll be government approved with that hick Senator Patrick's blessing, they can become great superheroes. Our flagship was supposed to be Spider-Man." Barely suppressed rage sharpened the ice in his voice into a knife. "My Spider-Man."

God, he hoped that his knees weren't shaking. "B-But it doesn't have to be a Spider-Man! You said that those kids, Screentime and the others with the stupid names, were ready to roll out!"

"How stupid can you be, Daniel? No one will accept newbies unless the Kingsley Corporation satisfies their craving for nostalgia." Daniel heard the other end turn into a quick muttering of something Spanish before the conversation continued. "My plan will have twenty percent of the world's superhero population be controlled by the Kingsley Corporation in fifteen years. In thirty it'll be triple that. You are screwing everything up, as usual, and your only job is to smile for the camera and make sure everything is running on schedule! Fix this… or I'll have Mr. Nobody pay you a visit."

"O-Okay! Don't worry, I'll fix this…" The line went dead as Daniel finished his sentence. "...Roderick.."

"Bad talk?" Prowler caught the phone when Daniel threw it at him with only one hand. "Hey, don't take it out on me. I'm just the messenger, and you know you're lucky that the boss only gave you a warning."

"Just get the hell out…." Daniel grit his teeth as he stomped to the door. "This is a place that's making superheroes. It's no place for a supervillain like you."

"Last I checked we're both getting our paychecks from the same guy."

"Damn it… why the hell did I let him walk all over me like that!?" Daniel knew why. Ever since they were kids, Roderick had always bossed him around. Told him where to go, showed him what to do, and wrote down what to say. All the time Roderick would bully him into submission if he said so much as 'boo' to the idea, and Daniel would just shrug it off because Roderick's ideas usually panned out.

So of course when Roderick called him up after that whole 'Inversion' business and told him about this plan, Daniel was more than willing to sign up.

"Controlling the next generation of superheroes while acting as kingpin to the supervillain population in the shadows… what's not to love about it?" No matter how the fights went, the Kingsleys would make money either way. While Roderick raked in the money and gave orders in the Caribbean, Daniel would get the fame and attention that he had always dreamed of. "And it was a great con… until now."

Daniel knew his brother and was terrified of him. Roderick Kingsley was not a man who made idle threats. He was the type to kill anyone, including their own mother, if they became a hindrance to him.

"And even if I were to keep myself hidden from Mr. Nobody, Roderick would send someone like that loon Crazy Eight to tear up the town to find me!" He needed to think of something fast. The Hobgoblin was not the type of enemy to…

An idea came to Daniel's head. One of terrible simplicity.

Everyone remembered the Hobgoblin as a criminal turned superhero. A prime example of a redemption tale on par with the likes of Hawkeye, Quicksilver, and the Scarlet Witch. They bought Hobgoblin merchandise, cereal, and action figures despite the man killing people years ago!

"Alright… Roderick wants something for people to spend nostalgia bucks on. He needs a symbol to ease people into the Kingsley Corporation's next generation of superheroes…"

Yes, he could see it now! At the reveal party, the Hobgoblin would fly in with his glider and land on the podium. After soaking in the applause, the Hobgoblin would lift up his mask to reveal everyone's favorite grandfather, Daniel Kingsley!

"This can work!" Daniel smirked as he made a bee-line to his office. "Roderick left a couple of maps detailing Osborn's old goblin hideouts… I can get the equipment from there! A night of practice is all I'll need to make my grand entrance perfect!"

Look out world… and make way for the All-New All-Different Hobgoblin!

"YOU CAN BE A HERO."

"Fantasy... became reality. I forgot to mention this, but... this is the story of how I became a great Hero."

Mayday set down the first volume of My Hero Academia and sighed. "Dang it... I can't focus..."

She had walked to the bus stop with Courtney Duran and Jimmy Yama rather than hang out with Davida, Brad, or Moose after the game. Normally she would've been all for going to get pizza, especially since she was hungry enough to eat a horse and she would've been with Brad Miller, but Mom's face after she made that killer slam-dunk made her feel uneasy. Hell, she had been silent as Courtney and Jimmy made borderline mean jabs at her 'jock' friends. "Not that I can really blame them. Moose can be kind of an asshole, especially to Jimmy."

Still it did bother her that she was in two different worlds in high school and her friends from both groups didn't like the other.

She had gotten home before Mom and went to her room. Reading always helped calm her nerves and put things into perspective, especially when the material was My Hero Academia.

She could kinda see herself in Izuku Midoriya. A kid with smarts and a lot of heart running around with the jocks trying to be friends with everyone. "If only my social circle got along as well as Izuku's."

Jimmy had once proudly proclaimed that if anyone were the most like Izuku it was him. Though Mayday knew that Jimmy was anything but humble and prone to make stupid decisions out of some misplaced sense of macho pride.

Yet, despite her love for the manga, she couldn't see herself becoming a superhero.

She was smart, but not Reed Richards' I-can-make-a-raygun-with-an-electric-toothbrush-and-a-remote levels of smart. She was athletic, but Mayday doubted mild gymnastics would be enough to dodge bullets.

There was no way she could become a superhero...

"Then again, there was what happened on the court."

But surely that was a one-time thing, right? Sixth sense acting up and a huge amount of strength granted by adrenaline.

It wasn't like she was a Mutant. They tested for the genome at birth, granting whoever has it dual-citizenship to Krakoa. It would be kinda a big thing to forget about herself.

"But if I could be a Mutant... if I could become a superhero..." She wouldn't mind rubbing shoulders with American Dream, Ghost Rider, and Ms. Marvel. "And doing a team-up with Franklin Richards... having him talk to me...!"

Oh god, she was beginning to sound lame!

Speaking of Franklin Richards, dreamboat of the Fantastic Five, she still had that autographed photo of him grinning into the camera with his signature on it. "I need to get that framed, ASAP!"

She knew that Mom kept a couple of spare picture frames in a cabinet in the living room. She just needed to be super quiet and not disturb her sleep. Tip-toeing out of her room, Mayday made her way down the stairs while avoiding the parts that sometimes creaked. "Weird... did Mom leave the light on?" Mayday could hear her mom speaking to someone. "She's never up at this hour. Did she get a new part?"

"...I just didn't know that I would have to tell her this soon, Lyja."

Mayday held her breath and peeked out of the corner, seeing her Mom sitting on the couch while standing opposite to her was a hologram of some sort. It was a beautiful Skrull woman with emerald-green skin and distinct multiple-ridged chin. She had long dark green hair that clashed with the skintight white and black uniform she wore.

But what stood out the most was the number five in the center of the chest.

The emblem of the Fantastic Five.

"Well, it was going to happen eventually." Lyja Storm, the wife of John Storm, sighed while shaking her head. "You and Peter knew that Mayday developing her own powers was an extremely likely possibility... were you thinking she wouldn't get them if you prayed hard enough?"

"Powers? What the heck is she...? My mom knows the Fantastic Five!?" This whole situation was beyond bizarre! Freaky, even! How could they know the Fantastic Five? Sure, her dad did work at Horizon Labs but they weren't exactly on the level to work alongside Reed Richards!

"No, I guess that was asking for too much." Mom steepled her fingers. "But I was hoping that she would be eighteen if she got them. Sixteen at the earliest!"

"A lot of this could've been mitigated if you and Peter had been frank with her."

"You don't understand, Lyja. You and Johnny are fine with raising Torus in that kind of environment." Mom got up and walked to the kitchen where she poured herself a glass of wine. "Me and Peter... we didn't want that life for her. You know how much stress and heartache that put on our marriage and Peter's life. We wanted May to live like any other girl free of that responsibility."

"But she's not like other girls."

"No, she's strong and independent. The best of both me and Peter." Her mom took a sip of the wine. "We may have screwed up our lives, but we don't want Mayday screwing up hers. I just... I'm just scared."

Despite Mayday's mind reeling form the bizarreness of this conversation, Mom's next sentence might as well have been blasted from a microphone.

"Because I have no idea how she can handle the fact that her father is Spider-Man."

"Dad's... Spider-Man?" Mayday whispered to herself before clamping her hands over her mouth. Crap, she said that out loud!

"Mayday!?" Mom called out, but Mayday was already bolting to her room, her mind reeling from what was just said.

"No way... no way! There's no way Dad's Spider-Man!" But those absences... the way he always seemed to be called off to do something... "I-It's got to be some sort of prank! There's got to be some sort of explanation!"

But her sixth-sense... if she remembered right, Spider-Man had something that warned him of danger. He also had super-strength...

She went into her room and slammed the door behind her. She leapt into her bed and wrapped herself in the blankets.

"Mayday...?" The door creaked open. "Mayday, I know you're confused but...

"Go away!" God, was she crying? Well, why shouldn't she? Her parents have been lying to her for years!

Mom was silent for a few seconds before saying, "...I'll call the school tomorrow and let them know you're sick. There's a lot of things we need to talk about and hopefully they'll explain to you why me and your father did what we did." With that, Mom closed the door.

"Dad... is Spider-Man." It was starting to sound less ridiculous the more she said it to herself. "Dad... is that why you're gone?"

"Dude! Miles, come on! Wake up!"

Miles groaned as he rolled over to his side and opened his eyes to see Ganke's head. As per their agreement, Miles got the top bunk while Ganke got the bottom. While Miles loved his best friend like a brother, there was no way in hell he was going to roll the dice on being on the bottom bunk if the thing collapsed.

"Jesus, Ganke…" He yawned and stretched himself. "Why the hell did you wake me up? I've got an alarm clock you know."

"Dude, you totally slept through it and first period!"

Miles' eyes shot open and he lifted himself off the bed. "WHA-!?"

Forehead met ceiling at that unfortunate moment, leaving a small crater within the plaster. Miles hissed in pain while clutching his head. "Ah! Crap!"

"You okay!?"

He looked down at his hands and was astonished to see there was no blood. "Uh… yeah?" Not wasting any time pondering this, he jumped out of bed and landed on the floor. Something in his head warned him to move his right foot a little bit to the left. When his feet touched the ground he saw that there were still pieces from the Star Destroyer set strewn around. "Talk about a close shave!" He grabbed a pair of his school pants on the ground and began to frantically put them on. "What do you mean I missed first period!?"

"Your alarm went off and you didn't budge!" Ganke thumbed over to the empty single bed. "Judge turned it off and said that you'll wake up soon enough. I tried to shake you awake and you just pushed me away! You're crazy strong, you know that? You pushed me right into Judge's bed!"

"That doesn't sound like me…" Miles frowned when the hem of his pants legs went above his ankles. "Did my pants get shorter…?" A smile went from ear to ear. "I think I hit puberty!

He winced as the words left his mouth and the two teenagers shared a moment of uncomfortable silence. "Let's never speak of this again," Ganke calmly suggested.

"Y-Yeah…" He grabbed a white button-up shirt and took off his oversized Dodgers shirt. Damn it, this sucked! The last thing he needed was for the school to give a 'concerned' call to Mom and Dad! That would lead to a lecture that he did not want or need right now!

They would tell him how lucky he was to be at Visions Academy. They wouldn't say it, but he'd be "disappointing" them for "wasting his big chance" skipping classes and sneaking out. His dad would then ask if he wanted to become like Uncle Aaron, as if the uncle he loved were some scumbag!

"You been working out, Miles?"

"The heck are you talking about?" He tucked in his shirt and reached for the vest and clip-on tie. "I've never set foot in a gym."

"But you've got a six-pa-!"

A banging on the door interrupted Ganke. "Open up, Morales!" shouted the man on the other side. "I know you snuck out last night!"

Ganke and Miles shared a panicked look. They recognized the voice of Vice Principal Dutcher, the biggest hard-ass in Visions. Even Salas, the school security guard, wasn't as dogged as this jerk.

"Can't go through the window unless I want broken legs." What should he do!? What could he do!?

The sound of a key sliding into a lock was as loud as a gunshot in Miles' head. A tingling sensation in his brain made him wince. "Jump! I gotta jump!" Before Miles could think for two seconds about the logic in this, he was already jumping to the ceiling.

"What the hell!?" His hands and feet shot out and made contact with the ceiling. To Miles' shock, he wasn't making a reverse trip to the ground. "What the heck's up with this!?"

"M-Mr. Dutcher!" Ganke stuttered out from below, making Miles press himself closer to the ceiling. "W-What can I do for you?"

"Where's Morales, Lee?" Asked the vice principal gruffly. "I've gotten reports from other students saying that he snuck out last night. You know the rules of Visions Academy! Lights out at 9 P.M. sharp!"

"I… know! And Miles is, uh… going to his economics class! As for where he was last night… he was with me the entire time! We were building the Death Star last night!" Ganke yawned. "Super tough! There are almost four thousand pieces you know! Even Judge had to help out a bit!"

Miles held in a sigh of relief. Judge was cool and would back up Ganke's story. "Bullet dodged…"

Dutcher growled. "You let Morales know that he's on thin ice! He may have gotten away with this crap in his old trashheap of a school, but this behavior is unacceptable in a prestigious institution like Visions Academy!"

Miles grit his teeth. "Up yours, Dutcher!" He'd take ten years of Brooklyn Middle over this preppy-prep craphole!

"U-Understood, Mr. Dutcher! Have a great day!" Miles heard the door shut and after a few seconds Ganke let out a whispered scream, "Dude, how are you doing that!?"

"I-I dunno!"

"Well can you get down!?"

Miles lifted himself off the ceiling but found that the tips of his fingers and toes were still sticking to the ceiling. He grunted and pulled. "Come on, you…!" With a scream and a tug, Miles fell down on his back and yelped when lego pieces dug into his skin. "Ah, Ganke! Pick up your crap!" He reached back and grabbed at a LEGO piece that had made contact with his spine.

"Dude, you just stuck to the wall like… like…" Ganke pointed his finger at Miles. "Like Spider-Man!"

"What the hell are you talking about?" His hand clenched into a fist and wiped his brow. Damn it… was he getting a fever? "I don't need this freaky crap in the morning…"

"Miles, listen! Spider-Man could stick to walls just like that!"

"Sticking to walls does not make a Spider-Man!" Miles heard something plastic break and he opened his clenched hand to see the broken LEGO piece.

"No…" Ganke wet his lips while Miles continued to stare at the piece in shock. "But that and super-strength are kinda the staple powers."

"It all started with a science exhibit on radiation your dad attended."

Mayday was standing behind her mom as she pulled out a trunk from the closet. The entire morning had been awkward as all hell, both of them picking at their eggs and Mom attempting to start awkward small talk. While it was kind of a jerk move, she just stayed silent, but what else could she do?

It wasn't everyday that you found out that your dad was a superhero and that both her parents had lied about it for years.

"Peter… was never the most popular kid in school." Mom explained with a frown. "He was always picked on and tended to keep to himself. One day he went to a demonstration on radiation after Flash, Liz, and the others picked on him…"

"Wait, Coach Thompson and Aunt Liz were Dad's bullies?" She didn't know if she liked this new side of the adults in her life.

"They eventually made up and became friends." Mom reached into her back pocket and took out a key. "The technology used in the demonstration was experimental, and apparently a spider wandered into it. It got supercharged with the radiation and got around, eventually landing on your father and biting him completely by chance."

She opened the trunk and Mayday took in a deep breath as she was greeted by the familiar white eyes and the red-and-blue costume of the superhero Spider-Man. It was neatly folded and she could see the faint markings of stitches on the fabric. Apparently, her dad made a lot of repairs over the years.

"This… this is dad's other life."

She was on her knees and taking hold of the mask as Mom continued her story. "Your father realized that with these powers he could make money. Your grandparents, May and Ben… they weren't wealthy. They struggled at times with money just to take care of Peter and your father loved them so much for it. Your dad wanted to use these gifts to repay them. He got into show business and made some good money… but it got into his head."

Mayday looked at her mom who was now staring at the ground. "One day, someone was robbing the place he was performing in. Peter… he let the man go. He didn't want to get involved and… a couple days later, that same man murdered your Granduncle Ben."

"Dad…" It sounded so tragic. One mistake and it resulted in the man her dad saw as a father dying. And could she really condemn her father for wanting to make money with his powers? "Hell, I probably wouldn't have minded…"

"Your dad told me that he learned something that day. That with great power there must also come great responsibility." Mom sighed and shook her head. "From that day on, Peter dedicated himself to becoming a superhero. Even when it got tough, even when he wanted to quit… he always returned to being Spider-Man because of his guilt."

Mayday moved the costume and rummaged through the trunk. There were knick-knacks and pictures of all kinds. Wrist-devices with a pressure lever that Mayday could only assume were the things that shoot webs, little red spiders that were taped to an almost archaic GPS, and a belt that that had a buckle with Spider-Man's eyes in the center of a web that looked like it lit up. Pictures of her dad with some blonde lady, an obviously younger version of her father that looked like a stereotypical nerd alongside Grandaunt May and an older man who she assumed was Ben, and a skinnier twenty-something version of her dad posing on top of a motorcycle.

The pictures of her dad with her and Mom were already in her room. These were just the pictures that Mom kept to herself and locked away in a chest.

"But why? Why…"

"Why did you two break up?" Mayday asked quietly.

Mom seemed hesitant to answer but did so with a sigh. "When we were younger… when we were dating and got married… I thought I could handle it. I understood why he was Spider-Man and knew he had to be out there doing what he could. I mean, I was adventurous too. I couldn't fault Peter for taking things to the next level." Mayday could almost see her mom aging before her eyes. "But Mayday… nothing could prepare me for waiting every night wondering if Peter was alive or dead. I had to see him off to face against supervillains willing to torture and kill to get what they want. I had to learn that one of his Villains actually buried him alive for days! A-And there was that time when Venom… Eddie Brock…"

"Venom? The superhero?"

"Eddie Brock was no superhero," Mom said sharply with a glare. "He was a very sick and angry man who blamed Peter for where his life went wrong and… and…" Tears were forming in her eyes. Mayday wanted to hug her so she did. She enveloped her mom tightly as she sobbed out, "...He came to our apartment… to threaten me and Peter… he beat your father bloody and I had to see him be on death's door in Night Nurse's hospital bed! That's when I began to realize that I couldn't keep doing this! I couldn't be a part of that life anymore! I wanted your father to stop and he tried but… but…!"

"But he couldn't stop." Mayday knew where this was going. Eventually her father put on his costume again because he couldn't stand the idea of not doing anything. "Dad… you can't stop, can you? All because of what happened…"

She understood her mom a bit more… but why? Why couldn't they just talk and try to make things work? Why couldn't they get together when they found out she was growing in Mom's belly?

Why did they have to lie about it to her?

"The superhero life… they do good work, Mayday. But you have to sacrifice so much for other people." Mom touched her face. "It's not just your life… but your relationships too. Your father and I just wanted you to stay away from it…"

"But isn't that my choice to make?" Mayday asked, pulling away from her mom as white-hot anger entered her veins. "Mom, why couldn't I know!? Why did you guys just let me think that Dad didn't care about me!?"

"Because look what happened to us." Mom picked up the picture of Dad on the motorcycle and smiled bitterly. "You say that knowing would've made things better… but give it a few years and you'll realize that knowing what your Dad is doing makes it all worse."

For a moment, Mayday could understand. She now knew the possibilities. Was Dad stuck with the Frost Giants and getting eaten? Was some crazy supervillain torturing him in their secret lab? Was he across the universe fighting in some intergalactic war?

The possibilities were numerous and terrifying.

"But it was my choice! Not theirs!"

Still, her Mom wasn't going to say anything more and Mayday didn't want her to cry. Cracking a small smile Mayday asked, "Dad had a motorcycle?"

"Yeah. It was a piece of junk that broke down all the time." Mom began to laugh and wipe away tears. "But when we rode on it together… I think the jacket's in here somewhere. Leather's in good condition too."

"Oh, this I've gotta see." She sifted through the contents and frowned when she saw another Spider-Man costume. It was kind of like her father's, but with a larger spider-insignia that covered most of the chest and abdomen.

"Oh, that! That belonged to your Uncle Ben Reilly." Mom's smile shrunk a bit. "He gave it to your Dad for safe-keeping."

"I have an uncle?" She knew about Aunt Teresa who was Dad's sister, but she never heard about an Uncle Ben!"

"Had. He was Spider-Man too and he… well, he died." Mom shook her head. "It's a very long and complicated story."

"But…"

"One that your father knows a lot more about, but even he thinks it's confusing." She got up and dusted off her knees. "I'm going to get a drink. Do you want anything?"

"No." Mayday continued to look at the mask. "Mom… do the other superheroes know where Dad is?"

"They say that investigations are ongoing. But… they can't tell me the details for security reasons." Mom bit her lip. "I'm not his wife anymore, sweetie. I can't know these things, but they told me as far as they know he isn't dead."

"Well, that's a relief." A bitter part of her mind quipped. As her mom left the room Mayday sat on the floor and looked at the mask in thought.

This was the life her dad had dedicated himself to. It was noble… but he still cut her out of it. He and Mom lied to her and made her think so many bitter things about them.

"And now I have his powers too…"

It was surreal. Just a day ago she was an ordinary teenager with ordinary aspirations. But the super-strength and sixth-sense changed things.

"If I became a superhero… a well-known one… would the Avengers and Fantastic Five let me join the investigation?"

No, no that was crazy! There was no way she could…

"YOU CAN BE A HERO."

Mayday clenched the mask in her hands.

"With great power there must also come great responsibility."

She went back into the trunk, intent on digging out Uncle Ben's costume and dad's old jacket.

She knew what she needed to do.

"I could put you on." Phil muttered to himself as he stared into the golden eyes of the sleek green-colored metal helmet. "Go to MJ, tell her that I used to be a big-shot superhero…" He shook his head and put it to his right before taking another sip of his beer. "No, I'd just look like a desperate jackass."

God, how the mighty had fallen. Here he is in Hudson Valley gettin drunk off his ass, reminiscing about the not-so good days inside a warehouse formerly owned by a madman.

If only Mayday could see her 'Uncle Phil' now.

"Still can't believe the cops hadn't found this place yet." From what he could tell, this was the only warehouse Norman Osborn had stashed his gear in that hadn't been discovered by the Hobgoblin or other pretenders. Phil only knew about it because the address had been stashed in one of the pouches of his old costume.

Turned out even Norman Osborn could make a rookie mistake like that.

It was another location for experimental Green Goblin gear with toys galore. It had power armor that would make the user look like they were a Power Rangers cosplayer, demon-like wings that helped the user to fly short distances, a sleek Goblin Glider with missiles and machine guns, and a flaming sword.

"At least the flaming sword is pretty cool."

Phil knew he should've reported this place to Spider-Man, the Avengers, or even the cops. He had no reason to keep it a secret especially when he hung up the cowl years ago and had no need for the extra gear. But some part of him liked to come here and reminisce.

"Reminisce what? How my life went down the toilet bowl?"

Being a heroic Green Goblin hadn't worked out all that well. He made an ass out of himself despite Spider-Man and the former Green Goblin's wife, Liz Allen, giving him their blessing. He made rookie mistakes and his short-lived Green Goblin career ended when Sentinels wrecked his costume and gear. He went to Los Angeles and tried being the Blue Wail… but he ended that career with his own free will. He wasn't respected by the locals, his costume was ridiculous, and despite helping a few people Phil just felt stupid.

So he started Excelsior. It was a good idea, a support group for teenage superheroes to help them. To make sure they didn't make the same mistakes so many others did thinking that being a superhero was the be-all end-all of their lives.

"Then I had to go and ruin that too." Phil still hated himself for accepting money from the Pride. Even if he didn't know who they were, it was stupid to just take the money and not see who Excelsior's benefactors were. That was when the legal troubles began, and the stress of that and whatever crap the Goblin Serum still had swirling around in his brain made him think that his teammate Mickey Musashi was in love with him.

It started a fight with him stealing Darkhawk's amulet and trying to kill them all. He was depowered and only escaped thanks to Hollow, but the damage was done.

Rick Jones took over Excelsior, renamed it Loners, and promised not to throw him in jail if Phil gave up all ownership rights to the group and never went anywhere near them again. Phil used his dwindling savings to pay for the team's medical bills on the down-low because he felt sick and guilty for all the damage he had done. He couldn't even support Hollow, Yvette, living with him anymore and sent her off to Avengers Academy.

"She was too good for me anyways."

Now here he was, back in New York City working a crappy job as a small-time journalist for a dying paper. His pay sucked, he was now homeless, and worst of all he couldn't even get MJ to make their relationship official. Rather than being with MJ and Mayday trying to give the girl he considered to be a daughter to him advice on how to survive high school, he was getting drunk in Norman Osborn's secret stash.

This was a new low even for him.

"I could also sell this crap and wash my hands of all this." Phil shook his head. "Nah, I don't think I could live with myself if some new Green Goblin began wrecking shi-."

He heard the door slide open and he dropped his bottle. Cursing himself, Phil scrambled to his feet and put a hand on the counter to steady himself.

"Great, drunk and there's a guy in this warehouse filled with explosive and sharp bits." The door to the warehouse was open, letting the moonlight and city lights in. There were no signs of someone being around. "Maybe a malfunction? Nobody but me knows about this place."

But why did he feel uneasy? Why were the hairs on the back of his neck pricking up?

He wheeled to his right when he heard the sound of something crashing. It was an orange metallic orb with a glass button on top. The light was blinking rapidly and letting out sharp beeps.

Phil's eyes widened when his hazy vision focused on the small 'Z' engraving on the glass.

"S-Sleep bo-!"

That's when the green smoke began to pour out. He coughed and tried to cover his mouth but it was too late. "Damn it! I really have gotten sloppy!" His vision began to grow hazy and dark while his body went dumb. Phil found himself falling to the ground before everything went dark.

"Please, God… don't let it end like this!"

"Okay… okay Mayday. It's just jumping off a building." Mayday stood at the edge of her apartment complex and looked out to the other side of the street. The opposite building, which housed a bodega that sold the best breakfast sandwiches, was a couple stories shorter than her's. There was a billboard advertising the latest Alison Blaire movie, Guillermo Del Toro's At the Mountains of Madness, and traffic was light at Midnight. "No pressure. All superheroes jump off buildings…"

She had already tried out jumping over alleyways! Going over a street was just slightly bigger than that!

"Except that this'll be the first time I try out web-swinging."

Mom had left her alone after telling her Dad's story. She could guess that Mom wanted her to process things. To ruminate over her warnings and become satisfied with the answers given to her.

But that wasn't going to happen.

Mayday knew that the only way she would be able to get answers as to where her dad was and find him, she would have to become a superhero.

But not just any superhero, but a badass one!

"Thank god Uncle Ben's costume was in there. No offense, Dad, but when it came to costumes you had no style." She had snuck her Uncle Ben's costume and Dad's old motorcycle jacket to her room. Dad had given her sewing lessons once and she enjoyed making adjustments to her clothes, so she had all the tools she needed to turn the decidedly male costume into one for a fourteen-year-old girl. "Still, how can superheroes wear spandex? This thing is tight around the butt!" Then, using some leftover red leather from a time when she helped Courtney with her Vincent Valentine cosplay, she cut out a red spider like the one from her dad's costume and stitched it onto the back of the motorcycle jacket.

The entire project gave her a few cuts and some pricks from the needles, but it was all worth it when she looked in the mirror.

Sure, the mask was a bit hard to breathe in and the costume a bit tight, but she looked so damn cool!

"Hopefully Mom hasn't called Davida yet." She had snuck out by saying she was going to go hang with her friends. In reality she had spent the past hour practicing with her powers. Jumping between buildings, using her super-strength to break an outdoor table in half, and jumping up and down while doing twirls, It was rather basic, but it gave Mayday a good idea what she was going to be working with. "And hopefully she won't have to be called in to identify my bo-."

She shook her head. No, she couldn't think like that! She needed to think she could do this!

"If I back out now, I'll never become a superhero!"

She looked at the web-shooters on her wrists. Like her Uncle Ben, who she was still getting used to the idea of existing, she wore them on the outside while the lever remained in her glove. She had checked them and gone over the blueprints of the web-shooters and found them to be in perfectly good condition.

She was ready.

"Okay, I can do this." Mayday adjusted her mask and jumped up and down. She shook her hands a bit to get her blood flowing. "I can do this…" No time to think. She began to run forward in powerful strides with the wind flowing through the pores of her costume. "I CAN DO THIS!" She screamed aloud while her foot set on the edge. "I'M SPIDER-GIRL!"

For a split second the thought of, "WHAT THE HELL AM I DOING!?" entered her head.

But then it was replaced with a sense of wonder and weightlessness. Time seemed to slow as she sailed over the cars below. She could feel the city itself. The blaring horns and the screeching of tires melded with the wind to create a harmony that was almost addictive. It was almost like she was swimming in the air, each gust like a smooth wave hitting the skin underneath her costume.

Mayday couldn't help but laugh.

"WOOOHOOO!" The billboard was drawing closer but she wouldn't make it at this rate. She would just land face-first onto the front of the building and look like an idiot. "Come on, baby…" She glanced at the taller apartment complex to the right and aimed her right hand at it. "COME ON!" She pressed her middle and index finger down on her palm and watched as the string of greyish-white webbing shot out. When she saw that it hit the corner edge she cut off the feed and grabbed at it.

In an instant her body was pulled to the right. "YEAH!" Her smile died when she noticed that she was still sailing directly into the billboard. "CRAP!" Letting go of the web she leaned her body back and shot another web to the building behind her.

It made her body snap instantly back and her arm strained under the force, but she changed direction. She was now in the middle of the street, her right arm aching and her body sailing over the cars.

"Okay, I think I got this…" Launching a web from her left hand, she swung over the cars and at the top of the arc she let go. As she reached out with her right she continued. "Time for Spider-Girl's first patrol!"

"I dunno about this, man." Miles scratched his head while looking up the wall. They were deep in an alley in Queens, which was a bit of a hike from Brooklyn but Ganke insisted that it was the only way to prevent anyone from recognizing them. "Can't we just build the Death Star and forget this ever happened?"

"No way! We've got to test this out!" Ganke pointed at the wall. "Look, you were able to crawl up the walls of our dorm room so maybe it'll work differently on a brick wall."

"But I don't wanna test this out. Knowing I've even got powers is freaky enough as-is!"

One of the first thoughts that entered Miles' head regarding the source of these freaky abilities was that he was a Mutant. However, that idea was dismissed when he remembered the spider-bite. It was just too big of a coincidence to dismiss. Freaky neon-spider bites him and the next day he gets spider-powers. No X-Gene was required for that.

He had wanted to just get to class and continue with his life, but Ganke had been thrilled about this development. Whenever they had a moment alone, he kept quizzing Miles about his new powers. Like if he felt like growing four extra arms, if he could jump to the top of the school's thirty-foot high ceiling, and if he could 'see' through vibrations like a spider could. When he said no to the wilder stuff, Ganke had pulled him away after school to test them out.

It was Friday night, so students at Visions Academy were allowed to spend the weekend at home. No one was going to give him a hard time about being out late save for some nosy cops.

"Damn it, Uncle Aaron. Why'd you have to cancel on me?" And it was through text of all things. Though, Miles supposed it was for the best. If Uncle Aaron had called Miles probably would've spilled his guts about how utterly freaked out he was. "I do not need this right now… I've got enough crap dealing with Visions and Dad. I don't need powers on top of it!"

"Miles, come on. Think about it." Ganke held up his hand and wagged his finger like a teacher. "If you don't figure out your limits, what's to stop you from using your powers accidentally?"

"Like how?"

"Well, smashing your desk for example. Or getting surprised and sticking to the ceiling by accident." Miles winced. He had to admit those were some good points. "There are tons of ways superpowers can make your lives harder. You should read the Hank McCoy book all about Mutants who were outed because they didn't train and just wanted to keep themselves hidden."

"Alright, fine…" Miles shook his head and walked up to the wall. "But I ain't becoming a superhero."

"Why not!?"

"Dude, just because I might have superpowers like Spider-Man doesn't mean I've gotta be Spider-Man. Besides, New York is lousy with the guys." His dad complained about it all the time whenever a news report or one just passing by came into his vision. He went on and on about how cops like him always put their lives on the line and answered to a higher authority. Superheroes, however, answered only to each other and sneered at the idea of government regulation.

Miles usually rolled his eyes and tuned his dad out, but needless to say, the possibility of becoming a superhero had been a unattractive one since he was seven.

"That sucks!" Ganke moaned. "You have cool powers and you don't even want to use them!"

"My powers, my decision."

"Fine…" Ganke then beamed as he went into his backpack. "But hey…" He then ran over to Miles and handed him a small pile of stickers. "At least now you can put these up without your dad ever finding out!"

Miles grinned while pocketing the stickers. Well, at least there was a bright side to this craziness.

He felt his phone vibrate and frowned. Probably his dad or mom calling him up again to ask where he was and why he skipped a class.

"You okay?"

"Yeah, lets do this." Miles put his hands against the brick wall and pulled away. "Nope. They ain't coming off." How the hell did Spider-Man do this? Maybe if he imagined just climbing higher…

That seemed to do the trick. His right hand dislodged without pieces of brick and he moved it up before placing it down. While pulling his body he pulled his left hand away and moved it over his right.

His feet, however, were scrabbling for a foothold against the bricks.

"Dude, take your shoes off!" Ganke shouted. "Maybe the soles are interfering with the stickiness!"

"That makes no sense!"

"They're superpowers! They don't have to make sense!"

"Well, he's got me there." Kicking his Jordans off, Miles found his feet sticking to the brick in the same way as his hands. They even followed the same procedure. They would keep sticking unless Miles wanted to move a bit. Soon, he was crawling up the wall at a steady pace. "I'm doing it!"

Ganke was laughing below and clapping his hands. Despite himself, Miles was laughing too at this development. "Wonder how high I can go…" Well, he'll find out soon enough. First things first, he needed to put down his mark.

He reached into his pocket to grab one of his stickers…

"GYAAH!"

Miles yelped when a figure slammed into the space in front of him head-first. He threw his arms back and wheeled then helplessly as he fell back. "KEEP STICKING, MILES!" He was now standing up like a rod on the side of the building looking down, or up technically, at what had landed in front of him.

It was a superhero, that much was certain. She was a bit shorter than him and dressed in a pretty weird costume. The sides of her feet and shin facing out were a bright red with web markings on them. This matched her fingers, which had vaguely web-like swirls running down them from the tip. The rest of her costume, at least from what Miles could see, was a dark blue save for the mask. For whatever reason, she was wearing a black leather jacket with a red spider on its back.

It didn't take a genius to figure out this superhero was related to Spider-Man in some way.

"Damn it…" The girl groaned as she took off her mask. "Gotta work on my landings… I think I cracked a lens…"

She was definitely around his age. Her skin was lightly tanned and her tomboyish short hair a dainty auburn. The sides of her head were shaved, the familiar markings of an undercut, and the top of her head was swept every which way as though she'd been in a wind tunnel.

"Do all superheroes get mask-hair?"

Miles felt something tingle in his head. It wasn't painful and it wasn't annoying. Instead, he felt something like… relief and familiarity as he narrowed his eyes at this girl.

At the same time, she looked towards him and a single thought seemed to be shared between them.

"You're like me…"

"Miles!? Dude, what's going on!?" Ganke called out from below, snapping both of them out of their haze.

Grinning awkwardly, Miles waved his right hand and said the only thing appropriate for this situation.

"Hey…"

"Wake the hell up."

Phil's vision erupted into stars as something hit his stomach. He coughed and tried to hold back the bile rising to his throat. "W-What the hell!? What the hell happened?"

Memories began to seep into his brain as he took in the dusty grey floor and the strewn empty beer bottles. "That's right… I came here to drink and…"

That sobered him up quick. He attempted to move his arms but found them bound together behind his back. "Shi-!"

Another kick to the gut began another coughing fit. "Don't even try it, asshole. You resist anymore…"

A flaming blade dipped down in front of his eyes. He felt the heat come off it in waves, making beads of sweat drip from his brow within a few seconds.

"He did maintenance on these weapons while I was unconscious?"

"...And I'll kill you. Nod if you understand."

Phil nodded and slowly began to look up. His eyes widened when he saw the man in front of him dressed in the classic Hobgoblin costume was none other than Daniel Kingsley.

"Surprised, aren't you? Well, don't bother asking any questions. You're in no position to ask them." Daniel smirked while pointing the tip at Phil's nose. "Now, who are you and what are you doing here?"

Phil wet his lips. "Not now. Not while he's got that pointed at me. Make him talk and figure out what going on here." He opened his mouth and stuttered out. "P-Phil. I'm Phil U-Urich, Mr. Kingsley."

"Name sounds familiar…"

"P-Peter Urich is my father. He worked at the Daily Bugle."

Daniel nodded to himself. "Right… right. The Kingpin Papers… I remember those. So, what? Were you digging your nose into the Kingsley Corporation's business? Figure out where all the new supervillains are coming from?"

"The Kingsley Corporation… is making supervillains?" That can't be right. Roderick Kingsley had reformed! He was a superhero self-help guru! Why...?

No, that didn't take much imagination. The Kingsley Corporation was funding both sides to get more money. No matter who won the dust-ups they would be the winners!

"N-No… I-I am… or was… the Green Goblin."

Daniel shook his head. "Sorry, but that's not going to work. Even if Norman Osborn were alive, he'd be a dinosaur by now."

"I-I wasn't the supervillain!" Phil protested, quelling the sharp pang of anger at not being recognized. "I-I was the one that was a superhero! I found a cache of his gear and tried to… y'know… redeem the name?"

"Wait…" A grin formed on the bald man's face. "I think Roderick told me about you! You were that idiot who got beaten by a sentinel, right!?" He threw back his head and laughed. "Ah man, we used to joke about you all the time! I mean, what kind of goblin wrecks their own glider to beat those stupid giant robots!?"

"Yeah, lets see you do any better against those murder machines!" Oh, it was so easy to ride him about sacrificing his career on one measly sentinel. He wasn't the X-Men! He didn't have adamantium claws or control the forces of freakin' nature! "I-I just came here because… because I knew it existed from a note Norman Osborn wrote in my old suit. I just wanted to remember the good old days…"

Daniel stopped laughing and just sneered at Phil. "God, this is just pathetic. Lemme guess, some girl dumped you or something so you crawled here to feel sorry for yourself."

Phil stared at the blade in front of his eyes and beyond it. The goblin helmet was staring back at him from across the floor, its reflective amber eyes showing Phil his look of fear and terror.

"That's me. That's Phil Ulrich. This is Uncle Phil just sitting here ready to piss himself."

This was the man Mary Jane couldn't bring herself to love more than Peter Parker.

"So you came here to remind yourself that for five minutes you were a superhero. As if that were some grand highlight of your life. Hell, it probably was!" Daniel reached into the leather pouch on his left. "And you didn't have the balls to try and make something of yourself afterwards."

"What the hell do you know…?" Phil muttered darkly.

Wait, that didn't sound like him. What's going on?'

"Plenty! Roderick may be calling the shots, but I'm the one who's making things work for the corporation! Without me, this all falls apart!" Well, looks like Roderick Kingsley was alive. Seems that reform tale was complete bullshit. "You know, if you came to try the Kingsley Program when we first opened up you probably would've dropped out. Things would've been too tough and not rewarding enough for someone like you."

Phil stared at the mask and saw that his face was twisted into a snarl.

Was this really him?

"Honestly, if you had really been smart, you would've been a supervillain." Phil glanced up to Daniel who was tossing a pumpkin bomb up and down in his left hand. "That seems about right for a worm like you."

"I'll keep that in mind." Phil pretended to look over Daniel's shoulder and shouted, "NOW!"

As predicted, Daniel turned his head and the flaming sword got out of Phil's face. Moving his neck muscles, Phil took in a deep breath…

...and began to laugh.

"HAHAHAHAHAHAHAHA!"

This was his ace-in-the-hole. A leftover from his time as the Green Goblin that never went away. The 'Lunatic Laugh' was his staple, a soundwave only he could produce that deafened and disoriented his opponents. Nowadays, Phil only used it on the occasional mugger when they got the idea to get at him.

Now, it was proving especially effective on Daniel.

Daniel Kingsley screamed and dropped the sword to cover his ears, embedding it into the ground. Phil kept laughing, knowing that the minute he let up was the moment he died. Sliding himself on the ground, he turned his back to the blade and brought his bonds down on the edge. It may have burned his wrists, but the sharp edge and searing heat managed to instantly free him.

"Got to get up! Get up and… and…" It was almost like an out-of-body experience for Phil. He was on his feet in seconds, his hands on the blade's handle. "He'll kill me if I don't do something! Expose everything to the cops, to MJ, and to Mayday!" All it took was one quick tug to free the sword. He turned to see that Daniel was on his knees with his forehead to the ground, letting out his own silent wail of pain. "No choice! I've got to do this!"

Phil was behind Kingsley now, kicking away the dropped but thankfully still inactive pumpkin bomb while ripping away the pouch full of similar bombs. When he placed it safely on a counter he cut off his laughter and shouted, "Hey, Kingsley!" He raised the blade over his head and pointed it down towards Daniel's back. "HOW'S THIS FOR SMART!?"

He brought it down, impaling Daniel Kingsley to the floor in one smooth motion. Whatever blood that would've come out from the found was evaporated by the flames. Blood poured out of Daniel Kingsley's mouth, the man letting out only a couple of pained wheezes before slumping down.

He was dead.

The sword's flames went out as the gravity of what he'd done settled in. "Oh god… what did I do?" He let go of the blade and stumbled back. "What did I do!?"

Did he have another psychotic break!? Damn it, it was like Excelsior all over again but worse! He had only hurt other people back then, and now he killed someone!

"Not just someone. A sleazebag stooge for Roderick Kingsley."

No, no it didn't matter who it was! He was a murderer now!

"The murderer of my attempted murderer. It was only self-defense and besides, he was a supervillain anyways!"

No, he wasn't! He was… was…

"He admitted to helping his brother, the one that's still alive and producing a bunch of wannabe superheroes to fight supervillains on his payroll."

Yes… that was true. And why was he dressed like the Hobgoblin anyways?

"Probably for that Ned Talk on Sunday. He was probably going to reveal himself to be the new 'Superhero' Hobgoblin, perpetuating the cycle. He would've killed me just to keep his dirty little secret…"

He needed to tell someone. He needed to call the Avengers!

"They won't take my call. Probably would think that I'm a crazy Goblin boy because of Rick."

No… no he needed to call Julie! He needed to call Mickey or… or…!

"No, they hate me. I've screwed that up already."

Then what the hell was he supposed to do!?

Slowly, he turned to the goblin helmet. For some reason, he could feel the inanimate object staring back at him and grinning even wider.

"Yes… I can bring them down! I can take them down piece by piece, and hey, I might as well take their blood money while I'm at it!"

Images flickered in his mind of taking MJ to Paris, them kissing on top of the Eiffel Tower. Of him proposing to her, of Mayday telling him about making the playoffs in their new mansion in Westchester…

"That's right… I can do it. Things… things can work out!"

But no, he couldn't do it as the Green Goblin.

He was a superhero in that costume. Doing what he planned in it would just feel wrong!

He looked at Daniel's corpse and understood what mask he had to take up.

Slowly, Phil Ulrich began to let out a half-mad, half-sobbing laugh.

It was the birth of the Hobgoblin.

Meanwhile… On Earth 2018.1610:

The man that the League of Villains knew as 'The Doctor' frowned as he looked over the readings on his computer.

"Hm… the cellular degradation seems to be a problem…" Kyudai Garaki scribbled some shorthand on the notebook he brought along. While a tablet likely would've been more efficient, he typed far better than he wrote, erasing physical notes was a lot easier than digital. "However, periodic feedings of blood seem to halt degradation and even improve stability…"

This would require more tests, but that was to be expected. Prototypes were never perfect, and his first Nomu certainly wasn't anywhere close to the one he had given Tomura.

It had been a misshapen thing, black with its brain and organs open for all to see. Blood dripping from its mouth letting out sorrowful wails that begged for one simple request, "Kill me".

He complied, if only to shut the thing up.

Still, lessons had been learned and improvements had been made. With each new test subject, he had gotten better, resulting in Johnny and Mocha.

The Nomu were meant to be artificial humans… but that wasn't true. At least, not really. There needed to be a real human body for a base and they weren't just created from the ground up. That irked Kyudai. He wanted to make a true artificial human.

And he now had his chance.

"I will increase the proteins in its meals and see if that delays the onset of cell death." He turned around in his swivel chair and got to his feet. He walked to the center of the room and stared at the thing in the clear glass tube with a smile. "I have such high hopes for you!"

It was a small red blob, no bigger than a fist. It pulsed and wriggled within the clear water, held in the center by tendrils sticking to the roof and floor. Sometimes Kyudai could see veins, but then they disappeared in the ooze that went from red to black in random spots.

This was perhaps one of his greatest creations. A true artificial being that completely cut out the middleman. One, with enough luck and time, would be granted artificial powers that could be downloaded from a person's DNA.

Those Mutants Mysterio had been given him were being reborn into something greater.

"It's about dinner time…" Kyudai rubbed his stomach as he moved out of his lab. "I'm in the mood for Thai."

But as he reached the door he turned back at the thing in the tube and frowned.

If there was one thing that discomforted Kyudai about his creation, it was its almost unheard of rate of development.

Was it, still in its fetal stage, already developing eyes?

To Be Continued...

Notes: Well, talk about amazing freakin' timing! Special thanks goes to reppuzan for the beta!

Have to admit, this chapter was actually a lot of fun to write. It's not every day you get to reimagine not one, but THREE origin stories in a MHA fanfic! I'm kinda expecting some readers to be annoyed about the Spider-Girl arc, but hey I did warn you all last chapter! But as stated before, I am going to visit Izuku's world for a scene or two each chapter to remind you all stuff is happening. But, lets face it, not a lot does until the beginning of the Sports Festival Arc so rather than retread or spend yet another chapter ruminating in the aftermath lets move on to something really interesting: what's going on in Peter's world now that he's gone?

Its something I've noticed in fanfics where they plop a character from one universe into another: they never say what happens to the character's home universe. So I really want to address that. I wanted to show you all how Peter's loved ones are coping and how the world is moving on without him. Plus, I really REALLY wanted to write about Hobgoblin... and both of them! To bridge Phil's MC2 characterization with his turn to villainy in the Slott run and also play around with the fun AXIS Hobgoblin implications that I'm disappointed Marvel refuses to explore.

I mean, Roderick Kingsley is a greedy piece of crap. No way in hell would he trash his superhero self-help scam just because he no longer has an overwhelming urge to do good.

And hey, Miles is here! He's another character I had fun writing since he's so different from Peter. His background was something that was woefully unexplored by his creator Brian Michael Bendis, and it took Into the Spider-Verse and his comic run under Saladin Ahmed to give him real depth and personality. Something I hope I was able to tap into! And don't worry, I intend to explore Miles just as much as Mayday!

Anyways, hope you all liked it! Be sure to visit this fic's TV Tropes page and add whatever you like!

Please be sure to leave a review!