Swinging over to the two crouched figures, Gwqen landed on the edge of the cliff face, making her way towards Captain America and what looked like Falcon. The man keeping his sights on the query as the older woman turned to her.

"Good you here, we've scooped out the place, entrance is down there in the third shaft entrance" Cap said, getting straight to business as Gwen moved to kneel beside Falcon. The man handed her a pair of binoculars to have a look at what was ahead of them.

"Could have started sooner if we didn't need to wait" he muttered as Gwen shot him a dirty look behind her mask.

"Keep your panties on birdbrain not all of us can fly you know" Gwen snarked back as she took a look into the query. The place was completely abandoned, but what did she expect, a giant sign saying hay SILK here come get us?

The entrance Cap had mentioned was directly ahead of them, looking completely normal to all the others. If you didn't see the faint source of light blinking from inside. "Looks like their home, some kind of lights on" Gwen spoke up as Cap nodded to her.

"We can expect some light resistance when going inside, the base is used for research but we got some news about more…human experiments being transported outside of the city, most likely they were taken here to be housed" she explained as Gwen narrowed her eyes, handing the binoculars back to Falcon.

"Can we do anything for them…this has to stop" Gwen asked as she looked back towards the mine shaft.

"We will do what we can, we have a few non combatant agents on standby ready to transport anyone that we take captive, that includes anyone that was taken by SILK" Cap said as Falcon chimed in.

"That's not our main objective just so you know, we need the info this base has in order to take SILk down a peg, just breaking this base won't do much in the long run okay kid" Falcon said as he checked over his pistols. Gwen shot him another dirty look, she knew what he meant but just how callus he was about these guys was getting to her a little.

"Lock it down Falcon" Cap spoke, shooting the man a glare as he waved her off, moving himself into his position to overwatch the entrance. "Falcon will be keeping an eye out here, we aren't expecting anyone to come in but he will be here to take care of anyone that escapes past us" she explained to the spider hero.

Gwen nodded her head, making her way to the edge of the cliff as Cap joined her.

"After this is done, we need to have a talk okay" The soldier said before jumping off the cliff, landing with a soft thud as Gwen huffed to herself. Great more shit she would have to deal with now.

Making their way across the query, both Gwen and Cap kept themselves hidden as best they could behind the abandoned machinery and piles of rubble laid around the open space. Seeing nothing moving, Gwen shot a web line above the entrance, flinging herself up as she stuck to the surface, keeping herself pressed down against the wall as Cap made her way towards the side of the main shaft.

Looking up, Cap gave the spider girl a nod before the two of them moved, Cap rolling around the entrance with her shield up, her gun held firm as she checked each as much of the tunnel as she could. Gwen swung herself down, keeping herself attached too the ceiling of the tunnel, ready for anything to jump out at them.

Nothing moved for a moment, neither of the two heroes making any movement before cap moved to her feet, heading down the tunnel with Gwen close behind her.

"I was expecting some kind of giant metal door, honestly, '' Gwen commented as the soldier hummed in thought, keeping her eyes forward as she marched down the tunnel. Coming towards the light Gwern had seen earlier, the two of them paused as they found the massive steel door in their way.

"Spoke too soon it seems" Cap joked as Gwen shrugged in response. "Give me just a moment" she added, sheathing her shield onto her back as she approached the door. Without a thought the woman gripped the edge of the door, digging her fingers into the mertal and with a heavy bent the door outwards, allowing the two a way inside.

"What should we expect inside?" Quen asked, following Cap through the hhole as they both blinked at what they saw.

The tunnel had been mined out, creating a giant space for scientists to house so many experiments in cages.

Human experiments.

Gwen watched, almost sick as one of the guards following a scientist kicked some guy into a change, the man rounding on the guard with what looked like a scorpion's tail before a stun baton was shoved into his neck.

The scream he made almost had Gwen flinch before Cap pl;acd a hand on her shoulder to steady her.

"Let's keep moving, back there by the catwalk is where they will keep the computers that aren't needed out here" Cap explained as the spider hero nodded to her logic. Sneaking their way across the viewing path, Gwen kept her eyes locked forward, refusing to look at the horrible sights below them.

She had a job to do and if done right she could save all these people faster.

At least that's what she told herself as she blocked out the sound of someone screaming for help.

Coming up to the door, Gwen moved ahead of Cap, keeping out of sight as the two guards stationed at the door seemed to be none the wiser on what was going on. Nodding to the older woman, Gwen fired a web line at the furthest guard, pulling him harshly as he collided with the closer one.

Before either of them to react Cap was already on them, her back of her shield slamming into one of their heads, knocking him out cold as Cap twisted, smalling her elbow into the other one as he fell silent as well.

"Good teamwork" Cap commented as gWen gave her a thumbs up. Making their way to the door, Cap brought out a SHIELD issued device, hovering over the coded lock before it blinked green, the latch on the door unlocking with a soft clunk.

Pushing the door open, Cap mentioned GWen top come through only to see the girl staring down at the wide area, her eyes narrowed at what was going on.

Two scientists had some girl strapped to a table, one of them shocking her with a baton as the other jotted down notes, watching as her skin pulsed and flickered like it was made of electricity itself.

"We need to move spider-woman" Cap grunted out as Gwen shot her a look.

"What we need is to save these people, I can do that while you get the data, if they are focused on me out there they wont know your inside" Gwen countered as the older women narrowed her eyes at her.

"This is risky" she said, grabbing the handle of the door as Gwen nodded to her.

"It's what we do, don't keep me waiting too long okay" Gwen replied, leaping towards the glass dome of the observation area as Cap disappeared into the hallway to find the computers. Making her way to the top, Gwen looked down as she found a nice little scientist she wouldn't mind slamming her feet into as they laughed at the young girls pain.

Without another thought, Gwen shot two weblines outwards, using them as a slingshot as she struck the glass dome, shattering it without issue as she plummeted towards the unaware scientist.

"Heads up!" she called out, smiling to herself as she crushed the man with a satisfying double kick. Oh it was good to get some revenge on these sickos. Flipping to avoid a shot from one of the guards, Gwen made her move, shooting webs lines towards the nearest guards guns as she started taking the men down with roughless ease.

Normally she would be joking around but right now these people needed help and that meant no time to be her usual witty self. A guard behind her was already at his feet, grabbing his postol as Gwen ducked to avoid being shot.

Only to hear an alarm, go off as the guard who missed shooting her had shot something else.

A control panel.

A control panel that kept all the cages locked with the experiments inside.

Very angry experiments that is.

Oh crud.

Two of the dog-like experiments burst from the cages, one of them digging into one of the yards, ripping into his chest as blood and gore exploded everywhere. The other one chased a scientist across the room, grabbing onto his leg and tearing it off as the man cried out in pain.

The man with a scorpion tail broke out of his cage next, the stinger implaing a guard's neck as he then threw the man onto a group of scared scientists before leaping onto to fry to tear someone else to pieces.

As this was going on, Gwen leaped over a guard trying to shoot at her, kicking him onto a wall with a thunk as she dove to avoid a rhino like man from crashing into her. Everything was going insane as she duck, dove, and weaved around the insane experiment, trying as best she could to keep him out of reach.

"How's it going Cap!" Gwenn called into the small speaker in her mask, waiting for a reply as the rhino tore down the room, just missing the spider hero as she leaped over him. A cry of pain caught Gwens attention as she turned to see the rhino being blasted across the room, hitting the wall with a crunch as he was knocked out from the blast.

The blast coming from the now free glowing blue girl glaring at a bunch of guards aiming their guns at her. The bullets flew before Gwern could react, watching in shock as bolts of blue lightning arcs around the girl, creating a magnetic field and freezing the bullets in mid air.

The guards nervously watched as the girl screamed, the bullets being sent in every direction, some hitting the guards and others just flying around as Gwen dove for cover.

"Need another minute, Flacon has other agents rounding up anyone fleeing the complex, one of the dog experiments got loose outside but its been contained" Cap voice crackled over the comlink, getting a sigh of relief from Gwen as the shot a web line at the scorpion man, throwing him off of a scientist, before webbing him toa wall for now.

Turning back to the girl, Gwen lost sight of her as as leanet backwards to avoid another bullet heading her way. Firing a webshot in the direction it came from as she shot off looking for the lightning girl.

She found her screaming in pain, her body vibrating uncontrollably before she disappeared into a bolt of lightning, appearing across the room as an explosion sent both guards and scitnest flying away from her.

"We have agents moving in now spider-woman" Cap yelled, making gwen look up to see the soldier jumping from the catwalk, landing on top of the rhino man trying to get up, her boot kicking him in the face to knock him out cold. Turning back, Gwen looked to see the girl had disappeared again, an explosion coming from the catwalk…right where the entrance tunnel was located

"The girl is going to get outside!" Gwenn yelled as she shot a webline up, looking at Cap for a second as the older woman nodded to her. Without a second thought, Gwen took off after the girl, landing on the catwalk just to see a bolt of lightning disappearing into the tunnel, flowing past the SHIELD agents running into the room to support Captain America.

Making her way outside, Gwen caught sight of the girl blowing up the cliff side Falcon was stationed at, the man flying on his metal wings to avoid the girls attacks.

"Hay hay, it's safe, we aren't going to hurt you!" Gwen called out, just avoiding a bolt of lightning as the girl turned to her, her eyes wide in fright as she caught sight of the spider hero. The girl froze as Gwen brought her hands up, talking to her as calmly as she could given the situation.

"Just….l;ets all calm down okay we are here to get you to safety" Gwen said taking a step forward as the girl looked at her with fear.

"You-your spider-woman right…you're here to help?" she asked, her voice full of fear and looking ready to bolt at any second. Gwen carefully made her way forward, keeping the girl's eyes on hers and showing that she wasn't going to attack.

"Yeah that's me, just breathe okay and we are going to get you out of here okay" Gwen spoke slowly as the girl nodded, breathing in slowly to calm herself. A cackle on her comlink made Gwen blink freezing mid step as Falcon voice made itself know.

"I've got her in my sights now, keep her calm, '' he said as Gwen noticed the glint of the man's rifle from the cliff face.

"Wait no!" Gwen yelled, making the girl suddenly bolt to the side of the rifle's bullet impacted the ground where she just was.

"Damn it I had her kid!" Falcon cursed as Gwen found herself dodging a lightning bolt from the now very very angry girl.

Gwen leaped to the side, avoiding a bolt of lightning from hitting her as she covered her eyes from the dust cloud that followed. Her spider-sense thumbed at the back of her head, making her leap into a back as the girl appeared, an explosion of electricity following as she screamed in rage.

"Just calm down!" Gwen yelled, moving around the girls next attack as she tried to reason with her.

"No, you're, you're just like they said! You're trying to kill me!" the girl screamed, bolts of lightning arcing off her body as she disappeared again, appearing in front of Gwen as she was forced to dodge the shoulder charge before it could connect.

Up above, Falcon was trying to get a bead on the girl, only to growl in frustration as she continually disappeared and reappeared, keeping him from locking her in his sights. "Cap we got a situation up here!" he called into hi scalm link, trying to reach the solider down below.

"Just die!" the girl screamed, missing Gwen again as the spider girl used her weblines to dodge out of the way of the girl. She was raging about like a woman possessed and there wasn't anything Gwen could do if she wanted to avoid hurting her.

She wouldn't let this be a repeat of last time.

Dodgding again, Gwen caught a glit of Falcon up above as a boom of his rifle made both Gwen and the girl leap away from each other, the bullet hitting the ground as the girl turned to Falcon.

"Oh no" was all her got out before the girl was on him, an explosion of lightning sending him flying into an abandoned digger and knocking him out. The girl looked down at him, her face an angry snarl as she slowly approached the downed hero, her hand lightning up with a crackle of blue sparks.

Without thinking, Gwen had already swung up to them, her fist meeting the girl's check and sending her tumbling across the ground away from the down hero.

"Just calm down already!" Gwen yelled, keeping the girl's attention on her and away from Falcon. "We are trying to help" she spoke calmer as the girl climbed to her feet, her black hair sparking angirly.

"No I wont listen to you! I just wanna go home away from this!" the girl scream,d her body pulsing again before another explosion made Gwen cover her eyes, waiting for another attack to come.

Only to hear a bolt of lightning cackling in a distance as the cloud of dust cleared.

Revealing the girl had ran.

Back towards New York.

"SHit, Cap, the girl with lightning powers escaped, Falcons down if you can hear me I'm going after her" Gwen called into her comlink before shooting off towards the city.

Hoping to get there in time to stop the girl from hurting anyone.

IN an alleyway, a soft pulse of blue zipped into a view. The black haired girl landed on the ground coughing roughly as she curled into a ball. Her body pulsing painfully as she stayed in the alleyway away from the street.

A few people walking by took notice of the downed girl. An old man and her wife slowly made their way towards the entrance as someone else called the police about as girl being attacked in an alleyway.

As the old man reached for the girl, a crackle of blue lightning leaped from her to him, knocking him back as he cried out in pain. Suddenly the girl was on her feet, backed up against the wall with a wild fearful look in her eyes.

"Get away from me!" she screamed, a small explosion making the gathered crowd scream in fear as the old man and his wife tried to get away. Only to be blown across the street by the explosion of lightning.

Right into view of Black, his face hidden behind the hood of his newly acquired jacket, watching the girl with wide eyes as she attacked someone else. And to everyone shock and horror.

The lightning coursing over a man's arm that tried to calm her down…ripping his body apart by the atoms before he exploded into a small ash cloud. The crowd around Black screamed in horror, some running for their lives and others trying to hide away from the raging girl.

Black however…disappeared

as another bolt of blue lightning was about to hit a woman and her child.

A golden skeleton fiend appeared, the large bone like shields stabbed into the ground, aabosabing the lightning before it could reach anyone as the tattered wings stretched out to cover anyone else before they got hit.

His red eyes glanced back at the mother and child, the woman nodding to him as she picked up her child and ran, letting him turn back towards the girl.

She stared at him in panic, more bolts of lightning shooting towards him, his golden body absorbing each blow with a wince as the fiend grunted, taking a step forward and keeping his shields up to defend anyone around them.

Second later police sirens could be heard around Hamon, the civilians being dragged out of the area behind the cars as police officers pointed their guns at the two of them. One of them took a shot at the girl when a bolt of lightning arc from her body, her eyes snapping towards him as the bullet disintegrated before it could hit her.

With a wave of her hand the girl screamed, sending a pulse of lightning towards the officer and the car he was hiding behind. Only to be blocked by Hamon, leaping in between the attack at the office and taking the hit with a pained grunt coming from his fanged jaw.

"Stay…behind" the golden fiend snarled, bringing his shields up to block another hit from the angry girl, shocking the officers as the captain pulled the panicked officer back.

"Keep the civilians in line, let this guy keep her busy!" the office yelled out as Hamon took a step forward, his talons digging into the ground as he absorbed another bolt of lightning from the girl.

Without another thought the fiend launched himself forward, stabbing his bone shields into the ground as the girl was blown back by the attack, landing on her side with a pain cough, her body pulsing with energy as she looked up at the golden monster with a panicked scream.

An explosion followed, sending hamon flying as he crashed into the side of a police car, grunting painfully as he tore himself away from the dented door.

"What do we do boss?" an officer asked as they took aim at the girl, watching her warily as she climbed to her feet again.

"Give that thing cover and keep the civilians back" the police chief replied, giving Hamon a nod as the golden fiend growled, stepping in front of another bolt of lightning that was aimed towards a pair of police officers trying to get an old man out of the line of fire.

With a snarl, Hamon launched himself towards the girl, his shield held high to block the oncoming lightning bolts. "Leave me alone!" The girl screamed, landing beside her, Hamon threw a closed claw forward, just missing the girl as she screamed, disappearing into a bol;t of lightning before the beast was launched into a wall by the following explosion.

A second later the scared and angry girl appeared in the middle of the street, a bolt of lightning sending a police car flying into one of the buildings. The two cops behind the car scrambled to get away, only of them screaming in pain as a bolt of lightning went right through his chest, leaving him laying on the ground in a smoldering heep.

The other one didn't fare any better, rolling on the ground holding his arm that was now sporting horrible burns on the arm that was closest to the now burned officer. Another scream came from the girl, falling to her knees as arcs of lightning shot everywhere, some hitting buildings and others into the police cars.

One of them hit a police officer's gun, his hand being reduced to a burn mess as another bounced from the police car and into the old man that had been thrown across the street easier, the man screaming in pain as he clutched his heart.

Before this could continue, Hamon rocketed back into the scene, his claw wrapping around the girls neck as he flew, hitting the wall across the street away from everyone as bolts of lightning painfully coursed over the fiends golden body.

Slamming her into wall, Hamon snarled painfully as her, his claw tightening as the girl screamed, her eyes wide in fear before suddenly landing on the civilians around her. Her eyes zoning in on what she had done.

An officer trying to resuscitate the old man.

A woman crying over the now corpse of the smoldering officer, the other way being dragged away holding her burnt arm.

The piles of ash on the streets where a person used to be.

The cries and fearful looks everyone was giving her as the police aimed their guns at her, yelling at her to get down.

Her eyes turned to the red eyes of the demon pinning her to a wall, this literal monster defending all these people…from her.

"I…i…i i didn't mean to, I just wanted…" she was cut off as a spurt of blood erupted from her mouth, the shocked and horrified cries of everyone around them as they watched it all unfold.

Hamon didn't blink, slowly pulling his bone shield out of the girls chest, blood and gore splattering on the appendage as he let go of the girls neck, letting the dying body drop to the floor in a heap, the blue lightning dying down as silence encased the street.

Backing up slowly, hamon grunted as he fell onto his butt, heavy a pained sigh as the chief officer approached him, holding his gun at the ready as his eyes jumped from the girl to him.

"She dead, get an abulance in here now!" the chief ordered, turning back to Hamon as the demons eyes never left the girls body, a glint of anger in them…anger at himself for having to take the girls life.

"Its okay son…you did good here" the chief spoke quietly as Hamon glanced at him, nodding his head slowly as he climbed to his feet, signing painfully as he took notice of the burns lettering his body.

"What did you do!" a new voice screamed as hamon was suddenly hit by a double kick to the face. A pair of bright teal shoes landed on the ground as Gwen glared at the golden monster pulling himself away from the wall she kicked him into. "Why did you kill her!" she yelled, leaping at the stunned fiend as the golden monster just brought up a shield to block the spider heroes' attack.

Leaping off the shield, Gwen shot a few webs at the fiend, pinning one of his arms to his side as the other partially blinded him. Going on the attack againb, Gwen barely pulled back as Hamon swung his free arm up, his claw and shield missing her as the spider jumped back towards the crowd, keeping her sights on the golden beast.

"Get out of here, I'll handle this guy!" she yelled as she prepared to launch herself forward again. Only to stare wide eyed as the police chief as a few of the civilians stood in front of Hamon, glaring at her. What was going on?

"Stand down spider-woman" the chief said as Gwen blinked in confusion. Did…did the police just defend this monster? After killing that girl? What? "This…thing saved everyone here, there's already enough death after what that girl did, let it be" the chief added on as Gwen took notice of the injured parties around them…and the deceased ones too

Before anything else could be said, Hamon ripped the webbing off of his body, his wings extending as he took flight, leaving the scene as Gwen shouted after him. Before the police could stop her, she zipped off after him, flinging herself on her weblines to catch up to the golden beast.

In the air, Hamon was flying as best he could, the electric burns making using his wings harder than normal as he flew away from the white clad spider. Memories plaguiong his mind, painful memories of the same costume hurting him before.

Not stopping as he tried to run away.

It was all happening again and the disjointed memories and feelings didn't help hamon concentrate on flying. Which is why he missed a wedshot from hittiing his wings and sending him tumbling into a nearby rooftop. Crashing harlesly against a vent pipe with a [painful heave.

Landing across from him, Gwen narrowed her eyes and aimed her web shooters towards the fiend, watching him carefully as he climbed to his feet, tearing the webbing off his wings as best he could.

Glaring at the spider hero, Hamon tried to get into a fighting pose, only to stumble and catch himself on the dented vent pipe. Gwen watched silently, waiting for the beast to do anything as he breathed deeply to centre itself.

"Why, why did you do it, you could have helped her?" Gwen asked softly as the fiends eyes looked up to her, meeting her gaze as the beast heaved softly.

"Couldn't…let…more…hurt" Hamon said in broken english, his voice coming out like a snarl as Gwen thought about his words.

"She was scared…we could have helped" She mumbled as Hamon straightened himself up, watching the spider hero carefully as she lowered her arms. "This whole night was just a mess" she growled to herself as Hamon was overcome with another round of headaches and memories.

Grunting in pain, Hamon didn't see someone sneaking up on him before it was too late. A solid whack to the back of his skull sent the fiend stumbling forward, black blotches entering his vision before he collapsed in a heap.

"Cap, what the hell!" Gwen yelled as the soldier hero stood over the downed fiend, watching it carefully as Gwen rushed over to them.

"Couldn't take the chance spider-woman, we need to get this …thing….what the hell" Cap muttered as she trailed off, her eyes looking down at the golden fiend below her. Gwen followed her eyes, watching in shock as the beast's body faded away, revealing a teen laying on the ground, his face covered by a hood.

Crunching down beside him, Gwen slowly pulled the hood back as the eyes of her masks opened wide in shock. What else could go on today, this was just insane.

"Peter…"