"I've got a bad feeling about today, but then again that might be the Peter in me talking." Jessica thought. "While I'm here maybe I should go visit Johnny, though I doubt Petey told him on his clone yet, maybe he happened and I could just be paranoid. Yeah Jessica, you definitely picked up his habit of talking to himself."

Well one thing was for certain, she definitely wasn't crazy because her brothers did the exact same thing, even Kaine, but Peter and Ben have started doing this thing where they managed to merge their inner monologues, practically reading each other's mind and it was kinda making her jealous, she always found it stupid that even though she was "born" before Ben and was technically the first perfect clone(with a few enhancements), he was always deemed THE perfect clone, so in a way she understood her misguided brother's jealousy, life gave Ben praise and a family to belong while it gave Kaine an expiration date. Jessica feared that she was going to be the only one to put her brother to rest when he finally kicked the bucket, he tends to leave her and Peter alone while refusing to reach any common ground with them because doing that would mean he would be agreeing to not go after Ben anymore and his vengeful soul just couldn't have that.

But there have been times where he has agreed to work with her, although only under the promise that she wouldn't have Peter and Ben, which were pretty even terms, she's even tried to help him find a cure to convince him to turn off from the road that he was going down, but he refused to believe that there even was a cure and that the only way they could possibly find one is if they either dissected him or fallen clone brethren and so of course he refused, he wasn't willing to go through that again or desecrate their bodies just to find himself a cure, especially since they all died killing the man who brought them into this world in the first place and his hybrid monster that he called Spidercide.

She swung through the city as she thought about her brothers. First there was Jack, Jack was a kind innocent soul, a soul that Jackal used to do his bidding, he actually survived the attack on Spidercide, but died shortly after due to his deterioration, he died peacefully. Then there was Abele, or like she liked to call him, Kaine 2.0 or Pizza Face because half his face was severely disfigured. Like his name would suggest, he was Jackal second attempt at cloning Peter Parker and somehow he was even more worse off than Kaine, for lack of a better word, Abele was crazy even he knew this, but he still chose to fight and it was his death that caused Kaine to go into a animalistic rage and finally put down Spidercide, unlike the rest, Abele's body didn't turn to dust, so he was able to be given a proper burial. Finally there was Tarantula, out of all of them, he was the most like Peter and by far her favorite, fun, vibrant, so full of life, the life that was taken from him by Jackal and what tears her up inside is that he let his genetic template's heroic urges get the better of him, when Jackal was going for the killing blow on her tarantula stepped in the way and took the blow, causing his body to turn to dust, forcing her to watch her brother die with no body to bury.

Despite never showing it, she knew Kaine missed having a family. in fact, he even goes as far to return to New York and leave additional flowers at Uncle Ben's grave and takes the time to sneak little gifts into Aunt May's room every now and then, Kaine was truly a lot kinder than he let on, but her thoughts had to be quickly pushed to the side as she noticed the man with a trench coat on walking into an alleyway, curious as to what he was doing, she swung getting closer to get a listen in on to what he was doing.

"You got the money." A shadowy figure said.

"Of course, you give me the Intel I want for a small sum total of $50,000, I'd have to be a madman to pass up on that deal!" this voice however, she recognized it, in fact she knew it all too well, this was a voice of Dr Otto Octavius, she could bust him right now but, what was he up to? And what Intel was he after?

"Hm, okay then it's all there. Well recently, SHIELD has been getting a little bit antsy, ever since the bug left, they've been tightening up security around his previous foes." The shadowy figure spoke with a hint of fear, as she watched him give the suitcase for the money to one of his associates to take to what she assumed was his ride, it was so obvious even an idiot could figure out that he was scared shitless of Otto. "Even going as far as to increase the amount of men on the manhunt for you and the one they call Venom, fearing that now that Spider-Man doesn't have SHIELD eyes watching him 24/7, his enemies would see this as the perfect opportunity to go after him."

"Is that all you've got? Surely you didn't make me waste 50K on 5K recon? Or do you take me for a fool?!" Ock threatened, one of his arms protruding from his coat, finding itself in front of the shadowy figure.

"No no of course sir, you know I'm good for my word, I did a little bit more digging and I found that to prevent another Sinister Six breakout, SHIELD has been moving it's members across the state and country!" He spoke quickly and with a short breath barely getting out his sentences, fearing for his life. "As far as I know. Vulture, Shocker, and Mysterio have already been moved. Kraven and Rhino are still in the Raft thanks to Russia still fighting for custody of them."

"Hm, what of Electro, Scorpion, and Hydro-Man or Sandman?"

"Scorpion is currently being moved to a secret facility in Oregon, that move started on Wednesday. Hydro-Man is in the Triskelion kept in stasis and under constant watch. As for Sandman, he's been reformed, working as hydro man's personal security guard in the event that he escapes under the promise that SHIELD helps his daughter with her illness." The figure was calmer now, no doubt because Otto stopped threatening him. "But Electro however, he's being moved Sunday morning, SHIELD has been taking extra precautions with him, making sure the transfer unit nor the route has anything electricity based around him in case his collar stops working."

"Well I must say, this information is well worth the money, but I do have one question, what information do you have on Osborn?"

"None. The Goblin has been completely off the grid, if he was being moved or even in custody, only Fury and his personally picked operatives would know, as I'm sure you know, when Nick Fury wants something kept under wraps, it's going to be kept under wraps and stay that way."

"Director Fury is a man of many secrets,so I don't blame you for not being able to get one out of him, especially when you were forced to do this for free." The figure let out a sound of confusion just before he heard the sound of crashing on his car, this was a setup. "I do dearly apologize, but I'm going to need my $50,000 back."

Ock's arms began protruding from his trench coat once again, all of them revealing themselves this time as Ock began walking towards him, the figure quickly fell on his ass, his eyes widening in fear as Otto and his arms got closer and closer, at the same time he began hearing increasingly loud stomping coming from the direction of his now smashed car, first hearing the screams of his associate before hearing a loud crunch. "Di-Did he just get eaten?" he thought to himself.

His questions soon got answered as from the darkness, a gooey jet black figure stepped out, he had a giant white spider across his chest and back, tendrils emerged from his back and shoulders, giant white eyes that resemble that of Spider-Man's, finally completing the monstrous look with a giant mouth filled with razor sharp blood soaked teeth. For the first time in his life, the figure had laid his eyes on Venom in the flesh, or symbiote, whatever it was called, that thing just ate his partner and now they both were coming for him next.

"Any last words my former associate?" Not even giving him a chance to speak Otto went in for a killing strike, but right before it was landed, the arm was stopped by none other than a web line, "SPIDER-MAN!" He yelled.

"No, but close, you giant Octopussy!" She said before webbing Ock and the figure by their faces and pulling him out of the alley, taking the figure in webbing him to a car door, as her spider sense went off and she quickly flipped out of the way of Venom who launched at her. "Oh right, we were made before Pete bonded with the Venom symbiote, so we can't bypass my Spider Sense, that is really handy." She finished her thought as Dr Octopus was up and about once again, he tried and failed to grab her with his arms before she grabbed the figure and ran up a building, the pair of villains tried to give chase, but thanks to her genetic enhancements she couldn't run out of web fluid as she set the figure on the side of a building she ran back to face off against the villains and lord and behold, they still trying to chase after them, but they didn't know whether the figure was.

"Give me back my associate, Spider-Girl!"

"Before I eat out your insides." Venom sounded just as she thought he would, very stupid. As her spine shivered at the thought of being eaten by him, but she had to admit, that tongue of his could really be put to use, but now it's not the time for perverted thoughts.

"It's Arachne actually, plus I don't think associates try to kill other associates, because the whole point of being associated is that you're supposed to be working together, but I can't expect you to know much about that, Ock." She commented. "You know, because you have no friends."

Ock was fully thrown into a murderous rage after hearing her childish insult as he used his arms to launch himself towards her, of course she evaded his attacks, but focusing on Otto caused her to forget about Venom in which before she knew it he was right behind her, there was a thwack sound as his hand slammed on her torso sending her flying across the roof, her spider senses once again went off as she looked up to see Octavius trying to get the jump on her, getting a sense of deja vu, Jessica quickly side stepped him and flipped over venom's head shooting two weblines at his back and yanking him to the ground.

Although he didn't stay there for long, as he used his tendrils to launch himself feet first at Arachne, which resulted in her once again trying to flip over him, this time without success of however, Venom used his tenders again to grab her mid-air to then slam her to the ground with a giant cracking sound of the roof they were on, she attempted to get back on her feet as Ock grab her by her ankle and flunk her to the next rooftop, although she did use her time in mid-air to shoot a web ball at his face, unfortunately for her, the good doctor didn't need his eyes to fight, this was proven when he grabbed her by her wrists and mimicked Venom via slamming her head first into the ground. At this point, Jessica was bleeding and the headache that these two had given her was going to kill her before they even got the chance to, but just as she refocused in on the fight, her Spider Sense went off just in time for her to flip out of the way of venom's expanded mouth and the built-in taser in one of Ock' arms, though they were a lot closer to hitting her than she would like, so much in fact that Venom managed to slit a gash across her left thigh while Doc went for her right eye but missed and cut her cheek instead.

While she was in the air, she shot a webline at Venom's mouth and used her body weight to launch him off the building, Otto once again lunged at her, this time with his top right metallic octopus like arm forward, while Venom was on the ground that gave her time to deal with Doc Ock, as she shot a webline at the red light on one of his arms and swing around Otto's left, taking the arm with her, wrapping it around him, when she completed the full 360 around him she webbed another arm and did the same thing it kept doing this until he was wrapped nicely like a Christmas present, when she finally heard Venom crawling up the side of the building, she decided to use Otto as a project out and threw him into Venom, causing them both to fall down to the ground and onto a dumpster.

To make sure they stayed there, Arachne webbed them both onto the dumpster, putting on a little extra for Venom before swinging off with Otto's informant in tow, there's no doubt in her mind that she would probably got word of the fight and were probably on their way down already and probably already know of her existence, which was probably going to cause problems for Peter, but she couldn't just sit there and let this value piece of information get eaten, so in the long run he should be thanking her.

Little did she know, Peter already had a lot on his plate.


As Peter got up from the lunch table and Ben got his hands on the handle to the entrance door of the cafeteria, both their spider senses went off. Instinctively, Peter yelled for everyone to get down while Ben let go of the door and shielded Mary Jane. Just seconds after they both did this multiple explosions went off around the school, the shock waves putting everyone in the cafeteria either on their back or stomach, while a chunk of debris came flying through the cafeteria doors and hit Ben in the back, that along with the shock wave from the explosion sent the pair flying down the hallway.

But before they hit the ground Ben maneuvered his body so that they would land on his back, he groaned in pain as he check on Mj to see if she was still conscious, fortunately for him, she wasn't and he was free to go change, but not before he put her somewhere safe.

Meanwhile inside the cafeteria, the school alarm was set off, as the sprinkler system throughout the school turned on to put out the fires, but everyone inside the building was still recovering from the explosions, with the exceptions of Peter, Luke, and Danny, while Sam was knocked out. Still on the ground, Luke watched as armed men stormed into the school, with two men who looked to be their leaders told the men to do something, cuz ears were ringing too loudly for him to hear them properly, but he did successfully hear the words "go" and "ners", with the latter being the last half of a whole word, he checked on the rest of the guys to see that Peter was lying there frozen, staring at one of their leaders almost like he knew him or something.

Clearly not willing to be laying there forever, Luke began whispering to Peter to get him to snap out of it, "Psst, Parker! Snap out of it, we need to sneak our way out of here so we can suit up, I'll be a distraction."

It was the word distraction that got Peter's attention as he was about to detest Luke's plan, but it was too late, Luke had already gotten up and started attacking the Intruders, while Peter and Danny grabbed Sam and snuck out of the cafeteria unnoticed.

After running down the hallway, the trio came into contact with a couple men, both high schoolers were prepared to expose their identity until Scarlet Spider showed up disposing of the men, webbing them up and immediately going to talk to Peter, "you guys got any idea on what's going on?"

"No, not yet. But you need to hurry and get to the cafeteria, Luke is there by himself fending them off while the rest of the students are either disoriented or unconscious like Sam here and spoilers, our dear brother is here." Ben looked at him with assurance as he quickly made Peter aware of Mj's location, telling him to drop off Sam with her leaving them with his helmet, how Ben got his hands on it they had no idea, but now was not the time. "C'mon Danny, let's hurry up and drop off Buckethead here and go suit up."

"Friend Parker, what's he doing here and what did you mean by your dear brother?"

"I'm afraid that story is too long to explain right now, for now just radio S.H.I.E.L.D or Ava or whoever can get here quickly for help." he requested as he began thinking about why Kaine was here if he wasn't after either him or Ben, or even why he brought help like he wasn't enough of a problem on his own, "well I can't say I didn't see this coming, but all three clones in the same week! Honestly, who's next, Spidercide? Actually, I might have just jinxed it."

"Alright, K. I just got word from a couple of my men, it's planted, we've got a green light to go." a masked man could be seen saying to which his partner nodded as he walked over and uppercutted Luke, sending him flying through the lunchroom doors, as he did so he noticed that a couple people were gone. As soon as Luke went through the door, Kaine braced for an attack, but it never came, letting his guard down, he replied with a "Alright, let's go." before turning around and getting sent through a wall with a double flying kick to the chest as the Scarlet Spider rocketed into the room the way Kaine came in.

Before his masked partner could escape, Scarlet shot a webline at his back and yanked him in for a flying roundhouse to the face sending him into a lunch table, by this time Kaine had already recovered it's step back into the fight, stopping his fellow clone from webbing his partner to the table, at last the two estranged brothers came eye to eye once again.

"Why hello there."

Not a single other word was uttered as the ground cracked while Ben and Kaine propelled towards each other as their knuckles cracked within collision of each other, before Ben can pull his hand back Kaine grabbed it with a tight hold and pulled him in for a flurry of punches, to them receive a knee to the gut which causes him to fall on the ground in pain, as Kane tried to rush his brother while he was disoriented, Ben saw this coming however and quickly swept him off his feet, using an impromptu breakdance move to Kaine's abdomen, slamming him into the ground with no remorse.

Although Kaine wasn't down for the count, he grabbed Ben's leg and performed a spin move to fling Ben away, Ben refused to let that happen, as he used this other leg to wrap around Kaine's neck, the Scarlet Spider used his brother's own momentum against him and proceeded to flip Kaine to the ground, he then tried to choke him out with his legs, but Kaine wasn't having any of it and let out a bout of rage as he grabbed Ben by his hoodie and threw him towards a nearby wall. As Scarlet landed on it, he wasn't given the chance to compose himself as he could react Kaine used two weblines to rocket himself into Ben, sending them both to the wall and into another room.

Taking advantage of his brothers momentary disorientation, Kaine again grabbed him by his hoodie and slammed him into a nearby desk, instantly waking him up, in retaliation Ben shot a webline at Kaine's face and pulled him in for roundhouse kick, using his brother's hair against him, use both his hands to grab a bunch of it and used it to pull Kaine's head down from repeated knees to the face, although this didn't work for long as Kaine finally caught Ben's knee, pushed it back and punched Ben in the gut, before you can learn another attack Ben webbed a glass container and flung it at Kaine's head and began punching him in the face multiple times.

While his head was spinning Ben grabbed Kaine by the face and slammed him against a wall, kangaroo kicking him through it, sending him outside, as Ben himself came out Kaine had already recovered and once again used two weblines to slingshot himself into Ben, sending them both right back into the building and threw another wall, now the pair was in the hallway duking it out, Kaine was on top of Ben repeatedly punching him in the face until his blonde dyed sibling wrapped his legs around him and flung him further down the corridor and used his own webline to get himself closer landing on Kaine's chest, grabbing him by the head and headbutting him, although the headbutt made them both dizzy, Kaine had recovered faster and grabbed Ben by the neck and smashed him head first into the marble ground cracking and breaking it.

While Ben's momentum came to a stop, Kaine was sent flying down the corridor even more, as he was trying to recuperate Ben webbed his ankles and pulled his feet from under him, made him fall face first into the ground, but he used his hands to stop his fall and took advantage of his now regained momentum and did a flip, yanking the Scarlet Spider towards him, Kaine landed a swift kick to Ben's chin, sending him into some lockers. At this point both were on the ground, Ben pulled off his mask to reveal a bloody and bruised face, Kaine proceeded to do the same with his face having a scar across the nose, both participants of the fight just stayed in their respective spots painting heavily as they stared at each other, a single drop of blood ran down Ben's face down to his chin, they both began to watch it fall down to the ground in anticipation, with the second it hit the ground marked the start of round two.

"BEN!/KAINE!" They both simultaneously roared each other's names in fury, once again coming to a clash, Ben grabbed the Kaine's head and slammed it into the lockers beside them and the two began trading blows, attacking and blocking each other in perfect sync, the pair practically being evenly matched, finally Kaine landed three punches to Ben's gut while Ben landed a kick to Kaine's chest, sending him flying down the hallway, Ben moved to rush him before he could recover, but was blasted away by a sonic device which sent him through two walls, knocking him out.

"Hell are you doing?! It's planted, let's fucking go!" Kaine looked up to see his masked partner with a Sonic gun in his hands, seeing that Ben wasn't out from where he was blasted, Kaine decided that it was indeed time for him to leave as his partner helped him up and helped him get out the building.

"till next time, Ben."


Did I just make a Star Wars reference? yes I did