DISCLAIMER: I OWN NOTHING!

A/N: I know in cannon the events are closer together, but I'm spacing major events out so I can make things more believable in terms of relationships and all around growth of the characters. I have plans for the U.S.J. that include a certain Mr. Tall, Grey, and Stupid so look forward to that. With how strong Ben and Izu are the Nomu there shouldn't be too much of an issue. Finally, the Sports Festival Arc. I have plans for Melli to show off something she invented that Spider-Man fans will love! Let's just say her secret project might give Benny a minor heart attack. I mean blonde hair, blue eyes, super smart. I feel like Melli is begging to be this world's version of Spider-Gwen!

A/N: I think I should specify since it may have been confusing to you guys. Ben, Izu, and Ocha's suits and any made like their's are NOT pure Vibranium if they were then they would be highly magnetic. They're more like Black Panther's costume in terms of composition, so a weave of durable fabrics and vibranium together.

'...' Thoughts

"..." Normal Speech

ON WITH THE STORY!!


It has been three weeks since the Battle Trials and things have calmed down for the most part. Melli started a secret 'personal' project that she told Ben was a surprise so he wasn't allowed to look over it. He knew she would show him when it was finished, but that didn't mean he wasn't curious about what it could be. He did find it odd she wanted samples of his webbing, but shrugged it off as Melli being Melli. His blonde mate was always curious about how his family's powers worked and he was her favorite subject for obvious reasons.

There was also the fact that Shoto had become a close friend to Ben and the two got along great. Ben, Izu, and Shoto now had sparring sessions regularly, and they even got Shoto to open up to them. He explained his reasoning for not using his fire side and both Ben and Izu helped him to understand that his fire side was only half of his quirk not just what he inherited from Endevor. If Shoto continued not using his fire then eventually he would need it and not have any control over it which could cause the loss of innocent lives. This helped the youngest Todoroki sibiling to understand that he needed to learn to control his fire so Ben and Izu helped him in secret.

This also caused Ben and Izu to meet the number two hero of Japan on multiple occasions, and needless to say they weren't impressed at all. They had never met a more corrupt hero before. The flaming man was more concerned about surpassing All Might than loving his own wife and children. With all they knew about what goes on at Endevor's home they were sure he should be in Tartarus already.

On the relationship front Izu and Ocha finally decided to have some fun of their own. At first it had started as Ben, Melli, and Tsu suggesting they have skin-ship such as bathing together or cuddling with little or no clothing on to help them grow closer, but after a few extended baths they ended up going all the way. Ben had enough forethought to develop a serum similar to the one his family gets from Madame Web for Izu and at this point was contemplating selling the stuff if it was as effective for everyone as he had seen so far with Izu and Ocha.

Ben, Melli, and Tsu had also still been spending every afternoon together, weather it be doing homework, eating a meal prepared by Ben or Tsu for dinner, or just relaxing they found it hard to be seperated and Ben was now even more eager for Christmas to arrive. Ben had taken to helping Tsu figure out more about her quirk and they discovered she could secrete poison from her pores like a Poison Dart Frog. She simply called this new ability Attack Mode. Ben also decided to make a nanobot suit for Tsu and it was almost finished, he just needed another week to complete it (It'll look just like her current costume.)

Izu made more progress with OFA, he's now up to 55% and can use Smoke Screen in addition to Black Whip and Danger Sense. He's also now Apprentice Level with his martial arts style.

Ben has finally figured out how to finish what he calls his Lightning Spider Mode and incorporate it into his arsenal officially. He also added settings for his webbing to his suit. Basically as he releases his webs they filter through different chemical compounds in the wrist launchers in his suit and take on different properties.

Our group got one last surprise in the form of Toshinori proposing to Inko, who agreed instantly. The wedding was set for early November and Toshinori was sparing no expenses in giving his beautiful, verdette fiancé her dream wedding. Izu was happy for his mom, he always felt that she deserved better than his father and now she had nothing but the best.


U.A. Monday Morning

After dropping Melli off at her classroom and saying their usual goodbyes our group made it to their own class. Upon entering they made their way to their seats.

"Now, I should have had you all do this a month ago on the first day, but I wanted you all to get to know each other better first. Today you need to choose a class president and vice president. I don't care how you do it, just have it done by the time I finish my nap." Aizawa-Sensei told the class before climbing back into his sleeping bag and passing out.

"I think we should hold a vote. Whoever gets the most votes would obviously be the one we all think is most capable of the job." Ben suggested. The class save for Bakugo had really warmed up to him since he held true to his word and helped those who approached him with controlling their quirks. Aoyama no longer needed his belt, but he still wore it because he likes how it looks. Kaminari now only short circuits when he intentionally releases more than he can handle. Tenya who had become rather friendly towards our group could now use his Recipro Burst for longer periods of about 15 seconds at a time. Ocha had learned to fight properly and had discovered she could control gravitational forces on a small scale right now, but Ben thought this was only the surface of her true potential.

At Ben's suggestion everyone got a piece of paper and wrote down their votes, they then had Tenya add them up.

"It appears our class president is Benjamin while our vice president is Izuku." Tenya told the class.

Ben wasn't too surprised. He figured he had inadvertently indeared himself to the class by helping them, but most seemed to look to him as a leader because of his responsible personality as well as his strength and experience from already having his provisional license.

Izu however was totally blown away! He didn't think he would even get a vote. Even being one of the best in class (top 2 only second to Ben) and being as kind and confident as he is that didn't equate to being leader material to him. Still he would try his best to lead the class whenever Ben couldn't.

Ben and Izu walked to the front of the class where Ben cleared his throat. "Thanks, all of you. I'll do my best to lead our class and to be an example of how a true hero should conduct him or her self. With Izu as my wingman I know we're in for a fun ride this year." Ben told his class. He had come to look at each of them as his family of sorts and would protect them with his life if push came to shove. He and Izu then bowed and went back to their seats.


At Lunch

Ben, Melli, and Tsu were sitting with Izu, Ocha, Shoto, and Momo at the table they had decided on. Ben was recounting a story from his time as his dad's sidekick when he fought Rhino.

"He's not too smart so I made him bust a fire hydrant and then I webbed him up and shocked him unconscious. His hide was so tough that if I hit him normally I'd have had to use most of my strength to do any real damage and I didn't want to get into that habit at the time. I'm not afraid to use my full strength when it's necessary nowadays though." Ben told his mates and friends.

Melli looked down a bit sadly at that. She knew why Benny had to get used to using his full strength and it related to the grey idiot he was just talking about. Around the time they were 13 she had gotten seperated from her papa while in NYC with the Parkers while visiting May at her hero school, Stark Academy. While she was alone Rhino had gone on a rampage and she was almost ran over by him and would have been if Benny hadn't dropped in and without thinking gave him an uppercut at full strength which knocked the villain on his ass and then grabbed Melli to swing her to safety before returning and beating the muscled moron to within an inch of his life. Once Ben had realized what he did to Rhino, he understood that if he held back like he normally would do then Melli or another innocent might have gotten critically injured or worse. The scolding she got from Benny for wondering off and almost getting killed made her realize how much she meant to him back then.

"What's wrong Babe?" Ben asked his blonde mate. He noticed her downtrodden look and got a bit worried about her.

"I was just thinking about the time you saved me from Rhino when we were 13. If I hadn't wondered off you wouldn't have had to use your full strength and maybe you would still be innocent of the knowledge of just how strong you are." Melli told him sadly.

"I needed that wake up call Melli. I do wish you didn't almost get killed, but I did need to learn how strong I really was back then. I'm even stronger now and if I fight him again then it'll just be easier to take him down. Besides, I know you liked it when I swooped in and swept you off your feet." Ben told Melli before teasing her to cheer his blonde mate up.

"I did enjoy it back then, but now that we're together I enjoy it even more." Melli replied honestly.

"Hearing all this kind of makes me wish I had a story about Benny saving me, but at the same time I'm sure it's going to happen eventually. Kero." Tsu said.

"I hope not. I don't know what I'd do if someone hurt either of you. I might lose all control." Ben replied, not even wanting to think of what he might do if either of his mates got injured or if someone tried to kill them. He still felt angry that Rhino almost crushed Melli and that happened two years ago. Ben then wrapped both Melli and Tsu in his arms and held them close. He needed to feel his mates' warmth on him right now to help reaffirm that they are indeed safe.

"You three are too cute!" Ocha exclaimed at the trio. Momo just nodded her agreement while blushing at the public display of affection shared between the threesome.

"Looking at you now I can see just how wrong I was about you Ben. I can tell you love both Melli and Tsu dearly." Shoto said with complete sincerity in his tone. This made the trio in question smile softly at him.

INTRUDER! ALERT! INTRUDER! ALERT!

"What's that?!" The group heard Tenya shout. It quickly became complete chaos in the cafeteria.

After Melli and Tsu almost got crushed by some students in the chaos Ben had enough and Web Zipped to the ceiling. "CUT IT OUT!" Ben shouted. At this the students calmed down and looked at him. That's when Ben noticed the press was at the cafeteria window so he shouted "IT'S JUST THE PRESS! YOU'RE ALL SUPPOSED TO BE HEROES IN TRAINING SO ACT LIKE IT!" With his peace said Ben jumped down in front of his mates before picking them up in a bridal carry with each arm and jumping back to their table to finish his lunch. The other students followed his example and the rest of lunch went off without issue.

After lunch Ben and Tsu escorted Melli back to her classroom, said their goodbyes, and headed back to class.


Class 1-A

Once everyone was seated Aizawa-Sensei walked around his desk to sit on top of it. "Everyone suit up. Today is rescue training, so we're taking a bit of a field trip." With his explanation out of the way Aizawa-Sensei headed out of the room with the class following.


On The Bus

Once the class got changed into their costumes they made their way to the bus and boarded the long vehicle. As they sat down everyone started chatting in their usual groups when Kirishima brought up that Izu's quirk was like All Might's. Ben explained that Izu's quirk was different in that it allows him the use of quirks from those he is related to, but sometimes they get mutated.

Izu was thankful for Ben helping him. The only people that needed to know his secret already know as far as he's concerned.

For the rest of the ride things were calm for the most part until they arrived.


U.S.J.

Once they arrived the class quickly made their way inside the massive building where they were greeted by The Space Hero: Thirteen.

"It's Thirteen! She's my favorite hero!" Ocha squealed in excitement.

"Now nobody has to guess who Ocha's favorite hero is. Kero." Tsu said deadpan.

"She's the one who inspired me to be a rescue hero." Ocha informed.

"Yes, yes I have used my quirk to save many lives, but without proper control and restraint it would be infuriatingly easy for me to kill innocent people by accident. I'm sure some of you are in that same position." Thirteen explained to the class.

"Ya know, sometimes I forget how easy it would be to fry someone if I let loose too much electricity." Kaminari said while sparking some electricity between his fingers.

"I feel that Denki. At least you don't have as much to worry about as me and Izu." Ben consoled his fellow electrokinetic.

Seeing some of the students thinking on how their quirks could kill with a mistake Thirteen decided to intervene.

Clap!

"That's enough dwelling on dark thoughts! I would like to welcome you all to The Unforseen Simulation Joint or as I like to call it The U.S.J. for short. Before we start I have three... no four... or was it five... six... thats right it was seven. Seven things I would like to tell you." Thirteen told the class.

INTRUDER! ALERT! INTRUDER! ALERT!

The lights then shut off as well as the sirens before the lights came back on, but the sirens and warning were still off. They looked down in the plaza where they heard what sounded like wind swooshing only to see a large purple and black portal with a bunch of people walking out. As the portal slowed down three final people came out first was who Ben recognized as Rhino, but he had turned black as night with a red face, and big yellow eyes, a muscled dark bluish creature with an exposed brain and a yellow bird beak, and a tall, lanky man with faded blue hair and hands all over his body with one acting as a macabre mask. Then the portal coalesced into a man in a bartender outfit with a metal neck brace and was covered in the mist from the portal, he also had glowing yellow eyes like Rhino.

"Where is All Might? The schedule we stole said he'd be here today." The hand man asked the mist guy.

"I'm not sure Tomura Shigaraki. He should have been here." The mist guy told Tomura.

"We'll just have to kill some kids. Maybe he'll show up then. Right Kurogiri?" Tomura asked.

"Then I shall seperate them to make things a bit easier." Kurogiri responded before teleporting to the entryway.

Ben took notice of Rhino's new look and decided to ask about it as soon as he could. When Kurogiri appeared he asked. "What's up with Rhino? The old grey get too boring?" Ben asked in a jovial and sarcastic tone much like his dad would.

"Oh, you know our newest companion? Would you be the son of Spider-Man perhaps?" Kurogiri asked Ben.

"Yeah, Spider-Man's my dad. I'm The Shocking: Scarlet-Spider, son of The Amazing: Spider-Man." Ben announced before back flipping and landing in his fighting stance.

"Well, Rhino will be most pleased to see you. He even got a power boost for your rematch. He now has Shock Absorption and Electrical Resistance to help him crush you like the insect you are." Kurogiri informed Scarlet-Spider.

"Then let me fight him and we'll see who's the stronger creature in this concrete jungle." Scarlet-Spider taunted Kurogiri once more.

"I would, but you see you will have to survive the first round of this gauntlet before that can happen. I was sent here to seperate you all and have you fight our underlings around the building before you may fight us four bosses." Kurogiri responded before creating portals and sending everyone away save for a few. (Same people to same places just Ben/Scarlet-Spider replacing Mineta with Tsu and Izu.) Ben dodged the portal under him by jumping, but failed to notice a second portal created right above his head and jumped straight through it.


Flood Zone

Scarlet-Spider found himself falling into a giant pool with a large ship in the center, so he Web Zipped to the ship just before a villain with a shark head breached the water to try to bite him. "Better luck next time Chompy!" Ben taunted. As he landed on the side of the ship he noticed someone jump out of the water with what appeared to be a another person wrapped in a rope being dragged behind them. Seeing this Ben quickly jumped onto the ship's deck ready to fight only to see Tsu and Izu. Seeing his mate and brother helped to cal him quite a bit.

Tsu looked at Ben for just a few seconds before glomping him, which sent both to the floor before she pulled up his mask and passionately kissed her scarlet-haired mate while wrapping his tongue with her own. The kiss lasted a couple minutes with Ben groping her bubble butt while she rubbed her right knee into his groin before they split apart. "Benny I'm so glad your safe. Kero." Tsu told him while nuzzling into his chest.

"Same here my Froppy." Ben told Tsu while hugging her a bit tighter and running his fingers through her long, green hair in a soothing manner.

"Guys, I think we should get a move on. We need to help Aizawa-Sensei with those villains and I want to find Ocha and make sure she's safe." Izu informed the two while blushing at what he just witnessed.

Ben stood up while still holding Tsu, who had refused to let go of her mate. "Yeah, you're right. I also have a giant moron to beat into the ground." Ben replied. Ben knew he should have gotten over his anger at Rhino a long time ago since Melli being in danger was mostly her own fault for wandering off, but he couldn't help it Melli is his mate and his instincts now demanded retribution.

"Then let's go, but Benny if things get too dangerous for you to handle alone I'm jumping in. Kero." Tsu told Benny. She wanted to help her mate, but she knew this foe was too much for her to handle and that Benny would hold back if he was protecting her throughout the fight. That being said she would however pull him away from the fight if she thought he was going to lose.

"First let me take out the guys in the water." Ben told them before shooting a web into the water and electrifying it until the villains were unconscious. They all had scuba gear or could breathe under water so they'd be fine. The trio then jumped off the boat and to shore in one leap each.

Once on land they headed for the plaza so they could put a stop to all this insanity. Ben made a sprint for Rhino while Izu went after Nomu since the villains said it was made to kill All Might. Tsu headed for the entrance so she could help there.

As Scarlet-Spider and Izu landed in the plaza Scarlet-Spider shouted, "Rhino, old buddy, old pal! How ya been?! Remember me?!" while taking his fighting stance.

"Who you? Me no remember you?" Rhino said with a confused look on his face.

"I'm the guy who beat you senseless two years ago after you almost crushed a blonde girl on your rampage in NYC." Scarlet-Spider reminded him.

"You Spider-Boy?! Me KILL SPIDER-BOY!" Rhino roared before charging at Scarlet-Spider at full speed.

Scarlet-Spider dodged to the left before webbing Rhino's right foot and pulling to trip the massive lunk head. Rhino went crashing into the ground face first and Scarlet-Spider took the opportunity to web him to the ground with his new concrete webbing. He thought this would hold the giant human pachyderm, but was surprised when Rhino began to break free.

Scarlet-Spider jumped back to get some distance from the concrete shrapnel explosion. Once Rhino was charging again Scarlet-Spider ducked down before sending an uppercut into his chin which unlike last time did nothing. "Me can take all your hits now Spider!" Rhino shouted before punching at Scarlet-Spider who used his arm as a springboard to kick Rhino in the face with an electrified kick only for it to have no effect again. "Shocky no longer work either." Rhino taunted.

"Your new powers are Shock Absorption and Electrical Resistance. Neither of those equate to nullification dumbass. All I have to do is exceed your limits and I've been holding back a hell of a lot this whole time. I was using the same amount of strength I had last time we fought. Did you seriously think I haven't gotten any stronger in two years? Lightning Spider Mode!" Scarlet-Spider said before his body was coated in red lightning and he disappeared in a streak of said red lightning only to reappear with his right fist buried in Rhino's stomach. "Scarlet Straight!" Ben announced before then unleashing a barrage of punches into Rhino's stomach at the same spot he first struck. "Scarlet Barrage!" Ben finished his electrified flurry with one last uppercut to his foe's chin "Rising Scarlet Straight!" Scarlet-Spider finished as Rhino fell to the ground unconscious on his back.

"How did he lose to a kid?! He was supposed to be Nomu's equal!" Tomura shouted in horror and rage. It was at this point a massive BOOM! was heard from nearby. Tomura and Scarlet-Spider looked up to see Nomu flying through the ceiling of The U.S.J. and off into the distance. "Nomu too?! This isn't possible! You cheated! Neither of you should have been able to win! Rhino was empowered to kill Spider-Man and Nomu was created to be able to kill All Might! You couldn't have defeated them without cheating!" Tomura shouted insanely at Scarlet-Spider and Izu.

"You empowered Rhino to kill my dad? You have to be kidding me. Rhino may be tough, but he's really dumb, like REALLY dumb. Any member of my family could take him out. I'm as strong as my dad was in his late twenties and as skilled as he is now, adding the boost I get from this form and you have me at speeds above my dad, plus my Spider Sense has always been better than my old man's meaning Rhino could never hope to hit me." Scarlet-Spider informed the living hand job joke.

"Kill All Might? That thing had a weakness staring me in the face the whole fight. If I destroyed its brain then it would have died, but I was hoping to capture it so we could find out how it was made and find its creator through that, but since it went flying we can only hope to find it now." Izu stated.

"If I can't kill All Might and I can't kill either of you, then I'll just murder your classmates! Starting with that adorable frog girl who ran away!" Tomura shouted with a maniacal grin on his face.

This turned out to be the wrong thing to say however as his words began to echo inside Ben's head, then something primal began to surface and Ben grabbed his head while screaming in agony.

"You won't touch my Froppy!" Scarlet-Spider shouted as the bottom half of his mask bulged before the nanobots receded to show a large maw full of sharp teeth and large mandibles on the sides of his mouth. Suddenly the sides of his suit bulged in four places and then opened to show four claw like arms covered in scarlet-red fur while his normal hands became claws.

With a primal roar the now Man-Spider charged at Tomura while firing electrified webbing from his mouth in an attempt to ensnare the villain leader only for the Web to be caught in a portal from Kurogiri and sent at Izu who barley dodged in time.

"Ben, what happened to you?!" Izu asked in horror. He knew his sworn brother was in a major state of rage and was concerned if this was permanent or not.

"Must! Kill! Threat!" Man-Spider screeched. He kept charging Tomura while dodging portals from Kurogiri. He was now even faster and stronger than before, but the lack of rational thought was keeping him from being able to get his target.

Tsu could see what was happening from the entryway and while Benny's new form scared most of the others it made her feel oddly safe for some reason. It was as if she knew this creature would never harm her. With that knowledge Tsu did something she knew was stupid, but was also her only option to help her mate regain his bearings.

She went to the plaza.

Tsu jumped with all her strength and landed on Benny's back and as she suspected the creature did not try to remove her. It just kept attacking Tomura. "Benny, I know you're in there. Please, come back to me. You know Melli will scold you for this later, for worrying me and her too when I tell her what happened here. Also Benny, I'm ready. All you have to do is ask. Can you do that for me Benny? Just ask? Kero." Tsu whispered into his ear with sincerity and love in her voice which helped to calm Ben a bit.

"Froppy?" Man-Spider asked in a voice that was slightly less feral now.

"Yes Benny?" Tsu asked in a seductive tone.

"Will you marry me?" Ben asked as the extra arms receded into his sides and his face returned to normal with his costume reforming properly. Scarlet-Spider was back!

"Of course I will, but I still expect a ring when this is all over. Kero." Tsu responded.

BOOM!

"HAVE NO FEAR!" All Might shouted from the entrance. He then jumped "WHY?!" he shouted in mid-air. Once he landed in the Plaza he finished "BECAUSE I AM HERE!!" All Might finished while his eyes shone with rage at the villains that attacked his nephew and son.

"It's too bad you showed up just as we were leaving All Might. Unfortunately we can't play with you today. Kurogiri! We're leaving!" Tomura said and they did leave, too fast in fact for All Might to stop them. Ben and Izu were too tired to act fast enough either.

With the villains gone and their underlings captured Rhino included the students were now safe so Ben did the only thing he could. He deactivated his suit before kissing Tsu passionately and then passing out. Tsu caught him and Izu carried him for her.


Three Days Later: Mustafu General Hospital (Ben's room)

"Ugh... Where the Hell am I?" Ben groaned as he woke up.

"That's easy Benny. You're in the hospital!" Melli shouted at Benny while popping up beside his bed. "That form is something that isn't supposed to be used at all! What were you thinking?! You know just as well as I do you can't use the Man-Spider form and remain in control! Why did you do it?!"

"I didn't transform on purpose Melli, I swear. It just happened after Tomura threatened Tsu. I began to have visions of her death and it made something in me snap. I went on a rampage, all I could think about was killing Tomura. I need to call Dad and see if he knows why this happened."

"Whatever the case, we're just happy you're safe. I was worried when you passed out, but I knew you were just exhausted. Kero." Tsu said, making her presence known to Ben from the doorway as she walked into his room.

"I'm sorry I worried you both. I try to keep my emotions in check, but when Tomura threatened to kill my Froppy I let my anger take hold. Normally that would mean I beat him almost to death, but this time knowing I could lose you made all those emotions I normally suppress to explode out violently."

"You can't keep bottling up all your negative emotions, Benny it isn't healthy. What was that transformation anyway? I've never seen anything like it before. Kero." Tsu told Benny.

"The Man-Spider is the shame of my family. It is strong, but it makes us lose all rational thought and we go on a rampage. We normally only transform a few times in our lives. Specifically during each stage of maturity childhood, puberty, and adulthood which for my family happens at 16. We mature faster than normal humans, but we keep our prime longer until about 60 then we go through a few years of accelerated aging for our body to catch up to our physical age. Each transformation is exponentially stronger than the last and will remain active until we are able to wrestle control back from our Man-Spider inside our mind." Ben explained to his mates.

"What you failed to tell Tsu is that due to your quirk behaving the way it does is that until you reach full maturity this June your Man-Spider is more volatile than normal. You just need to understand that you have the power to keep us safe. We know you can do it, you just need to realize that yourself." Melli assured Ben.

"Let's go to a more happy subject. You finally decided on your hero name. Kero." Tsu informed. She didn't want to think about that villain attack anymore.

"Yeah, Scarlet-Spider was my Uncle Ben and Uncle Kane's shared hero name. I wanted to honor them since my dad named me after both of them. Don't think I don't remember what you said before I passed out either Tsu." Ben informed his froggy mate.

Tsu blushed at this. She was ready, she had made her decision, and after realizing just how short life could be she wanted to be with Benny through it all. She decided that she would marry Benny, but she still needed to take care of her siblings so unless they could move in she would have to wait until Samidare could take care of Satsuki on his own.

"I remember and I promise I'll hold true to what I said, but I can't move in with you both just yet. Samidare and Satsuki need me at home with them. Unless they could move in with us too. Kero." Tsu told her mate and future sister wife.

"Then I have a surprise for you, both of you. We'll go see it once I'm released and I'll give you that ring I promised too." Ben told his mates with a wide smile.