He had lost his lab coat somewhere along the way, but the young man was helped to sit up, the double was struggling to take a clean breath, something hitching every time he tried to fully inflate his lungs.

"You okay?" The older man asked his double, keeping a steady hand on his shoulder.

"Yeah… Yeah I'm fine." The young man smiled, half chuckling out a wheeze.

"Sure?" The man was not so convinced.

"Y-yeah, all good." He still couldn't take a full breath.

The older double left it alone for now, understanding he wasn't going to get an honest answer just yet. Taking his hand from his doubles shoulder, he rested it on his own side. He was in pain but hiding it well.

"How did they find us?" The older man then asked, subject having been on his mind for a while, waiting for the right time to pose the question.

"The magic box?" Ned suggested.

"Maybe..." The older man didn't seem so sure.

"Conners found us first…" The young man tried to get comfortable on the stone ground, still finding it a task to breathe normally but was playing it down. "Might have tracked us."

"At this point, doesn't matter how they found us. We just need to keep in mind that they could do it again." The maturity and sensibility from the older man was just what the group needed at this point.

MJ listened closely, fingers still running through Peter's filthy hair. She just wanted him to wake up. That's all she wanted, the world could crash and burn for all she cared, she just wanted him to wake up.

"How's he doing?" MJ didn't even notice the older double approach, he was crouched down in front of her and Peter, his head cradled on her lap. She had wiped what blood from his face she could with the edge of her sleeve.

She looked down at her Peter, shaking her head. "No change." She put on a brave face, looking back up at the man. She was terrified beyond belief, though it felt like there was no time for such emotions in their present situation.

"What now?" The younger man was getting to his feet, breathing worse under the effort, the wheeze echoing around the chamber.

"The only thing we can do. Make the cures." The man's optimism was appreciated, though the plan seemed beyond repair.

"We can't go back to the school?!" Ned entered the conversation, though regretted his interruption, looking embarrassed afterwards.

The two doubles looked to each other then back at Ned.

"Have any better ideas?" The younger man asked, genuinely seeking input. This wasn't his world after all.

There was silence. No answer from Ned.

"Stark Labs…" MJ mumbled under her breath; her realisation spoken out loud.

"Say again?" The younger man inquired, both doubles intrigued.

"Stark labs, a facility here in New York!" MJ smiled; the plan suddenly being brought back from the brink of failure. "Security will be much tighter than that of a high school though." MJ wanted to clarify the obvious.

"I snuck into a big lab facility once." The younger double began to reminisce. "Pretty easy." He smirked, seeming quite proud of himself.

"Really?" The older version looked to him seemingly impressed.

"Yeah, it's how I got; you know…" The young man gestured to himself, before pointing at the spider symbol on his chest.

"Spider bite?" The older man pointed at him with a curious look.

"Yeah. You?"

"Spider bite." The clarification of the similarity made them both smile.

The young man then turned to MJ and her Peter, pointing to him now.

"Him?"

MJ simply nodded, a spectator in the realisation amongst the doubles.

"Multidimensional reality…" The older man smirked having mumbled to himself, thoughts concluding something he found humorous.

"That's what I said!" The young man exclaimed, excitement over the shared understanding of a theory. After the exchange the older man turned to Ned. "Can you get us there, with, with the magic portal?" He motioned with his hands as he had seen Ned do before to create a portal.

"Sure… Maybe?" Ned shrugged unsure of his accuracy when it comes to his newfound magic portal ring.

"Plans back on track." The younger man was smiling, the most excited of all of them. So, seeing the man's face suddenly switch, smile taken by a serious look of concern was jarring. Both the doubles had suddenly grown still, staring like they were trying to hear something both MJ and Ned couldn't.

"You get that?" The older man asked, looking around the room he seemed to be worried about something unseen.

"Yeah." The younger man coughed lightly. Eyes flicking around the room, he took a few steps closer to MJ and Peter, taking hold of Neds arm getting the group closer together.

The older man was the first to act, he fired webbing with one hand, finding the box that had brought him here, a hand of sand just a few inches shy of having claimed the object.

There was a groan as more sand suddenly began to enter the room.

"Marko?" The older man hadn't pulled on his mask like his double, clutching it in his hands he looked around, trying to catch a glimpse of the man. "Flint Marko?" He tried again when he didn't show himself.

Walls of sand now began to corral them, swirling in a haze of golden brown, blocking exits. Amongst the sand a face formed. The older man stepped forward to speak but was welcome by a fist of sand coming at him from the side. He dodged, jumping, spinning mid-air he landed low, one hand balancing him, the other still clutching the magic box

"Flint stop, it's me Peter!"

"I don't care… I just want to get home to my daughter. I'm sorry." The face within the wall spoke only briefly before vanishing.

The younger man side stepped a wild slash of sand, the fine ground stones flying all over the place before slinking back towards the tall walls that were closing in. The young man retaliated, landing a punch after his dodge. But his fist did nothing but get stuck momentarily, having to pry his hand from the wall.

"I'm punching sand!" the young man exclaimed, trying to allude to the fact that he wasn't sure what he could do in their present situation.

"Flint we can help you!" The older man continued to try to get through to him, even as he was dodging grasping hands. Two went for him at once, the younger double webbing the wrist making the sand disperse.

MJ was shaking Peter in her arms, tapping his face as sand flew and exploded around them, Ned crouching by her side, keeping close.

"Peter this isn't funny anymore!" She shouted at the unconscious man.

"Portal!" The doubles yelled in unison, making Ned jump to his feet. Frantically he waved his hands, muttering Start Labs under this breath as he did so.

The portal flickered into life just like the rest had, Ned shoved through it by the older double, before helping MJ to her feet as the younger man lifted Peter over his shoulders.

The Sandman did his best to prevent their escape, the older double having to take a painful hit to his chest, the sand like stone in its compact form.

He was knocked down, winded he was scrambling to his feet.

"Go!" The man shouted seeing MJ hesitating to follow the rest through the portal.

Suddenly the double dived for her, tackling her through the portal as a hand of sand went for her. The Portal snapped closed a little too close for their liking, any later and they wouldn't have come through in one piece.

The area was quiet, lights above them turning on registering their movement. The lab slowly illuminated, countertops and heavy equipment all around them.

"It worked!" Ned cheered; he was looking at MJ smiling. "I didn't think it was going to work. I just kept thinking of that one field trip!"

MJ was helped to her feet by the older double, both having hit the ground with a bit of a force. Ned was too preoccupied in his triumph to see that she needed aide.

A coughing and sputtering sound drew all eyes to the younger double who still carried her Peter over his shoulders. He was struggling to breathe.

"He's heavier than he looks." The young man wheezed from under his mask, still trying to make light of his condition. Both MJ and the older double could see he was struggling, both stepping in unison to help.

With Peter lowered from his shoulders the young man collapsed backward, the older man grabbing him just in time to lower him steadily to the ground. He pulled the mask from the man's face, him himself still unmasked.

There was a tint of blue on the young man's lips, eyes half closed his gasps were shallow, painful.

"Just keep breathing." The man told him calmly, trying not to panic the younger man in his arms.

"What's wrong?" MJ was crouched by her Peter, moving his head from her lap to Ned's so she could get up.

"I'm not sure." The man laid his double down on the floor fully. Eyes scanning over the number of cuts and wounds that covered his body. They all appeared at the surface nothing more than that, small cuts, and grazes.

There was a moment of quiet, just the pained sounds of the young man desperately trying to breathe. That's when he heard it. A faint gargling or bubbling sound. Rolling the double onto his side he spotted a cut, sitting neatly between two ribs.

From the wound bubbled blood every time the young man tried to take a breath.

"Hold him for me." The man called MJ to action. She kneeled taking his place, holding the young man on his side. His eyes closed now.

The older man began rummaging through the area, pulling open draws and cupboards. Eventually he found what he was seeking. He slapped the first aid kit down on the counter, unzipping the flap before rummaging through the contents. Grabbing what he needed he rushed back over.

"You know what you're doing?" MJ looked up at the man as he kneeled opposite her.

"Kind of…" His words weren't entirely confident. "He's lost pressure in his chest cavity; this cut is deeper than it looks." The man unscrewed the lid of a bottle, pouring the contents over the wound.

The young man tensed under her grip, MJ taking the doubles hand in her own to try and comfort him.

He proceeded to rip the suit, to get a better look at the wound. Hissing at the sight, the man doused more disinfectant on the injury. Gesturing with his hand webbing bound the wound tightly just as he had done before for her Peter.

"How's that?" The older man pulled the young man back over, cradling his head. His eyes flickered open, slowly he began to take deeper breaths. "That should help restore pressure in your chest. Help you breathe"

"You a doctor or something?" The young man asked, smirking even in his undesirable condition.

"No." He helped his double sit up. "But I have seen my fair share of injuries, been patching myself up for a long time."

"What about… your, your MJ?" The young man remembered from their previous conversation.

"I try and keep her out of Spider-Man stuff." He openly replied, something sad in those blue eyes.

The young man's smirk left his face.

"But does she?" He questioned, looking over at the man, looking for the truth.

"No." The man sighed.

The young man looked away, nodding as if he accepted the older doubles response.

From behind them there was a commotion, MJ turned towards her Peter and Ned. Peter had woken in a panic, chest heaving as he quickly surveyed the area.

She met his eyeline, immediately he stopped, just watching her. She smiled, tears in her eyes before launching at him. Her arms wrapped around him tightly, feeling Peter hug her back.

"Are, are you ok?" He stuttered pulling back, his hand resting on the side of her face.

"Are you?" She smiled, chuckling at his sweet concern.

He pulled her back into a hug, digging his face into her shoulder, hands gripping her like she was about to vanish.

When Peter eventually shifted his eyes up, from over MJ's shoulder he could see his two doubles, the older one helping the younger to stand. They both waved awkwardly in his direction.

"What happened?" Peter finally pulled away from MJ, looking around at the group.

"You want the long or short version?" Ned had his hands out in front of him, as if he was physically weighing up the two options.

"Well, I don't know how we escaped the school…" The younger man admitted.

"Me either." The older man added.

"That was me." MJ began. "Well, me and Ned." She corrected. "I distracted; he did the magic."

"You brought us here? Where is here?" Peter asked as MJ helped him stand.

"Well yes and no…" Ned replied. "We went back to the Wizard's basement then the Sand Guy found us and now we're here. At Stark Labs." He quickly summarised.

"That pretty much covers it." The older double shrugged, firm hand keeping the younger double standing.

"You two, okay?" Peter stepped towards the versions of himself, all looking battered and bruised.

"Oh yeah. I've dealt with worse." The younger man tried to pull away from the older man, to attempt to stand on his own but was refused the request.

"We heal fast." The older man smiled.

Peter turned back to Ned and MJ.

"I'm so glad you two are okay…" He then looked back to his doubles. "Thank you." He couldn't express how grateful he was, words unable to fully tell the tale of his emotions.

"Don't thank us yet. Not until we've helped you fix…." The older man couldn't think of the right word.

"All of this. Us… them." The younger man tried to finish.

"Fix what we couldn't." The older man finished his own sentence.

"This is my mess." Peter couldn't meet their eyes, instead they accidently found the magic box, watching him from the side-lines. "I'm going to fix this…" Peter went to walk towards the box, his doubles unexpectedly stepping in the way.

"Well… in a way. We are you." The older man smiled, helping the younger man to stand on his own a little better.

"So, it's our mess." The younger man clarified.

"You don't have to do this. You, you almost died. Because of me." Peter tried to get through to his doubles.

"This responsibility is on all of our shoulders. Not just yours." The older double placed a hand on Peter's shoulder. "You're not alone."

"Look around… Look where we are. We have everything we need to get this plan back on track." The younger man moved away from the double supporting him, gesturing around at their surroundings.

The lab equipment had turned on with their arrival, the pleasant hum a nice break from roaring explosions and laughing Goblins.

"Their right Peter." MJ told him from his side, making him look to her. "It's not over. We can do this. Together." Her smile was like a shot of adrenaline, after everything allowing Peter to smile.

"Together." Peter continued to smile.

Through the combined efforts they began again, from scratch, constructing and brewing cures for those who hunted them. MJ and Ned floated around from each workstation doing what they can to help.

"So, what do we call you guys?" Ned questioned the two doubles. They were deep in their work, both looking up at him in perfect unison.

"Peter?" The younger man seemed confused.

"That's not going to work." Ned scoffed.

"That's my name?"

"And mine." The older man added, looking back to his work.

"Yes, I know but its also our Peter's name… no offence."

"Offence." The younger man also went back to his work, carefully adding a chemical to a beaker.

"I think what Ned is trying to say badly, is that it could be confusing." Peter stepped in, coming to his friend's aide. MJ was helping him with the circuitry in a new device for Electro.

"Well how about we number you?" MJ suggested. "Peter one, Peter two, Peter three." She pointed to her Peter, then to the older man, then finally the younger man.

"Why am I Peter three?" The young man questioned, his designated number not sitting well with him.

"Because I like you the least." MJ delivered the joke with a stern expression.

"Ouch." The younger man held a hand over his heart.

"It doesn't matter what number you are." MJ clarified.

"Peter three it is." The younger man conceded, hands getting busy with his project again.

"Well, that's one problem solved, we just…" Peter stopped mid-sentence.

All three Peters dropped what they were doing, all jumping into action as three guards suddenly appeared at one of the entrances to the lab. Just as the door opened, they were webbed to the corridor wall behind them, the door sliding slowly closed, their muffled shouts going silent behind the door.

"That was so cool." Ned's mouth was agape, the epicness of what just happened having him in awe.

"We have time before they wonder where those guys have gone." Peter went back to his work, sitting beside MJ again.

"Well, that brings up another problem we can address." The young man looked to the older double. "Peter, Peter two. I can modify your web shooters, so they don't get zapped by Dillon." He showed of his one web shooter, Peter one having the other.

The older man looked visibly confused. "Web shooters?"

"Yeah, you know, how we go…" The young man gestured with his hands as if he was shooting webs.

The older man pointed towards a stool on the other side of the room, shooting a line of web his wrist not baring any form of device.

"That came out of you?!" Peter three exclaimed moving over to his double.

"Yeah." The man replied casually. "You can't do that, huh?"

"No." Peter beside MJ raised an eyebrow, looking to her she showed the same expression.

"How on Earth is that…" Peter three eyed the man's wrists, getting closer he reached out but was swatted away.

"Look, we're getting side-tracked." The older man tried to wrangle the group.

"That's disgusting." MJ added her input from her seat, just looking unimpressed.

"Thanks." Peter two sarcastically responded.

"Don't worry man, she's hard to impress." The younger man patted him on the shoulder before going back to his work.

"We need to find somewhere this is going to go down? So, no one should get hurt." The older man proposed to the group. All jokes aside, the topic shifting to something serious.

"I know a place." Peter spoke up, this was his world after all. "We can draw them there with the box, it's the one thing they all want."

"Sounds like a plan." The older man smiled, the younger double nodding agreeingly.

After a time, the cures were finished without interruption. Each holding their respective cures they had created they stood together, each looking for the other to say something.

"Umm…" Peter took MJ's hand in his, Ned holding the magic box. "Alright, here goes nothing." He looked to MJ. "What's that thing you always say? If you expect disappointment…"

"No, no." MJ interrupted, squeezing his hand a little tighter. "We gotta kick some ass." From her back pocket she pulled out Peter's mask, handing it to him.

"Cure." The older man corrected.

"Cure some ass." Peter three smiled.

"Together." Peter pulled on his mask, his doubles smiling before doing the same.

Authors Notes

And that's it! I like to think from here the story picks up from the movie :) I really enjoyed this little rewrite, thanks for reading along!