Hey guys, Aaron2014 here! I know it's been awhile posting this story but hey life catches up with me and stuff. Also to those who commented about the "language" being used? Look at the story rating, which rated T for Teen by the way. So anyways without further ado, let's get this chapter rolling!

(Song Starts)

It started when an alien device did what it did

And stuck itself upon her wrist with secrets that it hid

Now she's got super powers, she's no ordinary kid

She's Gwen 10. (Gwen 10)

So if you see her you might be in for a big surprise,

She'll turn into an alien before your very eyes

She's slimy, creepy, fast and strong

She's every shape and size

She's Gwen 10 (Gwen 10)

Armed with powers, she's on the case

Fighting off evil from Earth or space

She'll never stop till she makes them pay

'Cause she's the brightest kid to ever save the day

Gwen 10

(Song Ends)


Chapter 8: Why I Hate Gym

It was night time within the lab of one Dr. Otto Octavius and Dr. Aloysius James Animo. Octavius and Animo had a scheduled meeting with a mercenary for hire at the moment. The mercenary had yet to show but Octavius wasn't worried, knowing who the mercenary was, he believed he'll be able to capture Spider-Man and his shape shifting companion.

"I don't see why we need this cretin?" Animo spoke up. "Wouldn't it be better to use our own forces to ensure the capture of Spider-Man and Gwen 10?"

"And what?" Dr. Octavius asked. "Watch them fail? Not a chance! Besides, this mercenary comes highly recommended for getting the task done."

"Indeed I do," A cool masculine voice said. "But I don't come cheap."

Octavius and Animo turned to look and see a male figure step out of the shadows. The man had a muscular build and wore a metallic skeleton mask with yellow eyes, hiding his true face. He wore a black suit, with white glove, boots and a white cape with a hood. He also had several belts on him to carry his equipment. This was Taskmaster, the Copy Cat mercenary who could learn and copy any fighting technique by one glance.

"Our employer will pay handsomely for the delivery of Spider-Man, Taskmaster." Octavius said to the merc.

"Also a bonus if you capture Gwen 10 as well." Animo added.

"A guy with four arms and a mad scientist with mutated animals should be able grab one bug and his girlfriend by himself." Taskmaster said with a snarky tone.

"Yeah." Octavius replied. "I don't get out much."

"And my last endeavor against Gwen 10 wasn't so… successful." Animo added with a tone of defeat.

Taskmaster walked up to one of the monitors before saying, "Their moves I can master. My power's cover that. But the tech makes it trickier. No wonder your employer is eager." He then turned to the two scientists. "Where are they located at the moment?"

"As of now," Octavius said turning on the monitor showing a picture of Spider-Man and Gwen 10 pursuing a villain. "One of our allies, at the moment, is trying to subdue them. Though given his abilities, it'll be difficult."

Taskmaster grinned under his mask as he watched the live feed. "This should be interesting."


On the streets of New York, Spider-Man and Gwen 10 were on the Spider Cycle scaling a building while chasing a super villain. The villain in question was a muscular man with a black thin mustache and a pointy beard on his chin. He wore a special purple and yellow suit, and yellow mechanical leaping legs. Surprisingly, he was scaling the building as well with surprising leaps.

"Leap, forward leap." The man narrated his actions with a French accent as continued upward. "Flip! C'est bon. C'est magnifique."

Spider-Man then turned to Gwen before saying, "Mind taking control of the cycle for a sec?"

"I got it!" Gwen 10 said taking control of the bike as they carefully switched places.

Spider-Man then aimed his web shooter at the leaping villain before saying, "Your suckatude knows no bounds, Batroc."

The spider-themed hero shot a line of webbing at the villain known as Batroc, snaring him in the left foot. Thanks to the villain's enhanced strength, he leaped pulling Spider-Man with him. The villain rebound off a water tower before landing on the roof, performing a back flip before sliding under a billboard. This in terms caused Spider-Man to face plant with the said billboard. Gwen had already parked the Spider Cycle while watching this, the end result caused her to face palm at the sight.

(Hey guys, Gwen 10 here! As you can see, Spider-Man and I are dealing with a villain who's hopping mad. Meet Batroc the Leaper, a villain so off the radar, S.H.I.E.L.D. doesn't have a real file on him. What's to know? One thing is that he's French and that he leaps. For a villain like that maybe I should add a few French-related frog jokes.)

"And zee bug goes splat." Batroc gave a joking insult as he pokes his head out from under the billboard. The hop happy villain crawled out from under it to make his getaway, until Spider-Man dropped down on the villain's back and pushing him away, causing the villain to slide across the roof.

Gwen watched this with a raised brow before saying, "Huh. The way he slides you'd think he's like some sort of amphibian-powered super villain."

"I swear Spidey's rubbing off on you," A familiar female voice spoke up. This caused Gwen to jump a bit and look to her left to see White Tiger standing next to her with her arms crossed.

"White Tiger, where did you come from?" Gwen asked.

"Don't worry about that," White Tiger replied. "Worry about Nick Fury. He says that you two need to get back to SHIELD HQ for training."

Spider-Man suspends in front of White Tiger upside down before saying, "Just because he's the director of SHIELD doesn't mean he can boss me around. Besides, Fury would be the first to say going solo on B-listers like Batroc is good training." He then landed on the ground before continuing. "Don't be so official, White Tiger."

"He's not wrong, Tiger." Gwen 10 added before turning to Spider-Man. "But she's also not wrong about the need to train."

"Do you always have to be the voice of reason?" Spider-Man said with a raised brow.

"I wouldn't be me if I wasn't," Gwen 10 replied. "Besides, I'm your favorite of this team."

"When did I ever admit that?" Spider-Man replied playfully, causing the two to laugh.

White Tiger groaned a bit before saying, "Get a room, you two."

Spider-Man rolled his eyes under his mask before saying, "The point is, when life gives you Batroc, make French toast."

Just after Spider-Man said that, Batroc gave him major double feet kick in the face causing him to be knocked back upward. This made Gwen 10 and White Tiger's eyes widen as they turned to Batroc, who was giving a grin of amusement.

"A boot in the face." Batroc said before making a leap.

White Tiger made a leap for the villain but missed him as he leapt towards an airborne Spider-Man. Batroc positioned himself in a head-butting form as he rammed right into the spider-themed hero's stomach, knocking the wind out of him. The two heroines watched as Spider-Man now made his way towards none other than the Daily Bugle video billboard. He crashed into it the middle of it, making a hole with sparks spurting out of it. Gwen cringed while White Tiger face palmed at the sight.

White Tiger brought up her communicator before saying, "Way to go at not paying attention. Get lazy and even the lame ones can splatter you. That's what training's for." She then brandished her claws, where the ones in her left hand sparked with electricity. "That and mastering new tools like electric claws."

"Hold those claws a sec, Tiger." Gwen 10 spoke up catching White Tiger's attention. "We need a plan."

"Any ideas?" White Tiger asked with a raised brow.

Gwen looked around to what they could use. She saw the water tower and a light bulb turned on above her head as she smiled. "Get him to follow you. Once there, lead him to the water tower and I'll finish it up."

"Okay. But what are you going to do?" White Tiger asked.

Gwen activated the Omnitrix before setting it to the intended alien. "I'm just going to make the hopping mad Frenchy chill out." She slammed down on the Omnitrix's core and in a flash of green light she becomes…

"Big Chill!"

Big Chill spread her wings before taking to the air. White Tiger looked and saw Batroc heading right for her, leaping from building to building. She took this opportunity to lead him to where Big Chill planned to capture him. White Tiger made leaps and bounds easily thanks to her feline prowess. Batroc was not far behind, still narrating his leaps with each bound.

From the air, Big Chill followed after her teammate and the leaping villain. The moth-like alien watched as White Tiger neared the water tower. Once reached, White Tiger activated her electric claws before slicing through one of the support beams of the water tower. The tower itself creaked and groaned as it tilted towards the incoming Batroc. This caught the villain off guard as rushing water from the tank of the water tower came rushing towards him.

"C'est pue." The Frenchman said.

Just before the water hit him, Big Chill swooped in and spewed her liquid nitrogen vapor breath at the water. She used it to make a ramp of ice, which luckily Batroc landed on and was sliding uncontrollably. The Frenchman comically screamed as he quickly shot off the ice ramp before falling to the streets below. Luckily and unfortunately to meet him was none other than a net of webbing crafted by Spider-Man. The French villain landed on the net before bouncing off and shot off towards the Daily Bugle live-stream video billboard. The team of three watched as the man crashed into the same place that Spider-Man previously occupied.

The team of the three regrouped with one another after that. Spider-Man and Big Chill fist bumped one another as they began their trek back to the Helicarrier. While stopping villains like Batroc was good training, Fury would throw a fit if they didn't get some official SHIELD training in at the moment. Hopefully he'll go easy on them once he hears about the situation with Batroc.


Back at the laboratory, the group of three finished watching Spider-Man and his team defeat Batroc. Taskmaster was seething on the inside. Batroc the Leaper was annoying to the mercenary but he respected him for his accomplishments. However he still lost to a group of teenagers and thus made his anger surface. He expressed his anger by smashing the monitor showing the fight.

"Taskmaster, Animo and I have to pay for that you know." Octavius informed him.

Taskmaster ignored the scientist as he looked back towards the monitor. On the monitor showed Spider-Man performing one of his many athletic feats by doing a major back flip. In an instant, Taskmaster had done the same exact thing, copying the hero's move. He loved his abilities so much, it was useful for overtaking his enemies. He then listened to the monitor as the main reporter of the Daily Bugle, J. Jonah Jameson, made his report.

"Is Spider-Man a student at Midtown High?" Jameson said. "Recently it was attacked…" Taskmaster ignored the rest of that as he focused on the main key to finding the one Octavius's employer sought.

"High school, huh?" Taskmaster said while he grinned under his mask. "Can't wait. I'm great with kids."


The next day, Gwen and her friends were in the cafeteria. Principal Coulson had called a meeting with the students about the incident with the Frightful Four that happened a few weeks ago. At the moment, Gwen was barely paying attention considering she was half asleep at the moment. Cause of training last night, she barely got any sleep at all but luckily got to school on time. The girl was shook awake by her best friend, Nancy Chan.

"Are you okay, Gwen?" Nancy whispered. "You always stay awake during important meetings like this."

Gwen gave a yawn before replying, "Sorry, Nancy. I just stayed up late last night. Didn't get enough sleep."

"What were you doing?" Nancy asked with a raised brow. "Doing some extra studying?"

Gwen gave a minor laugh before replying, "Sure."

(If only it were studying, but then again, it does count since its training. The point is that Nancy's been my friend since I first came to Midtown. If she or anyone else found out what I was really doing, well it could involve a lot of explaining. That's something I don't want to do.)

"And so," Coulson's voice spoke up catching Gwen's attention. "All city campuses are on high alert. Report any suspicious persons immediately.

Just after Coulson said that, the door to the cafeteria opened catching everyone's attention. Entering into the room was none other than Peter Parker, who Gwen knew was late for school… again.

"Ha! I see one now." Flash Thompson said in an assaulting manner. This caused the students to laugh at the joke. Flash and his jock buddies fist bumped one another while Peter made his way towards the table where Gwen and the others were sitting at.

"Great job with Batroc zeh Leaper last night, huh Ava?" Peter whispered mildly in French to the girl who was known as White Tiger.

Ava looked at the boy mildly before saying, "Lapse training, late for school. Good show, Parker."

Peter rolled his eyes before taking a seat near Gwen, which was between Mary Jane and Harry. Gwen gave a smile with a tired wave, which Peter replied back. With the situation with Batroc the Leaper last night, he could use a close friend at the moment.

"Hey," He said. "You sound exhausted."

"No kidding," Gwen replied. "Ever since that "study session" last night I didn't get much sleep."

"Same here," Peter replied.

"You two definitely need to balance out your study time and sleep time better." MJ spoke up catching their attention.

"We'll try, MJ." Peter said.

"Hey, Pete." Harry spoke up catching Peter's attention. "They're saying Spidey goes to this school. Girls love heroes, so help me spread the rumor it's me, huh?"

"It probably is you, Harry." MJ said. "Who else could afford all those webs he squirts all over everything?"

"Spider-Man doesn't squirt, MJ." Peter said. "He shoots. And I don't think it's a good idea for anyone to pose as him right now."

"He does bring up an excellent point, guys." Gwen said before giving a minor yawn. "With the Frightful Four showing up at the school a few weeks ago, someone must really want to get their hands on him."

"Huh," Nancy said. "I never thought of it that way."

Suddenly Peter was pushed off his chair by none other than Flash Thompson, who was smirking at the fallen teen boy.

"Speaking of squirts," Flash Thompson said. "How's the floor taste, Parker?" He then turned to grin at Gwen with a flirty look on his face. "S'up, Gwen? Care to talk to a real man."

"Do you actually know one?" Gwen replied back with a comeback and a raised brow. This caused Nancy, MJ, and Harry to snicker at that and caused Flash to blush a bit in embarrassment.

"Why you…" Flash said before he was face to face with Peter. "Move it, Parker."

"Not a smart move, Flash." Peter replied with a hardened glare.

"And what are you going to do about it?" Flash pressed on causing the two of them to glare at one another.

(You're wondering what's exactly happening? Well being the jock that Flash is, he believes girls all fall for a football star. I, on the other hand, don't believe in that. Flash seemed to gain a crush on me since the day he met me. While it's… minorly sweet, it's a bit annoying having to say no to going on several dates with him. I'm a girl with priorities, so sue me.)

"Thompson, Parker." Coulson spoke up catching their attention. "Pay attention. Your gym teacher, Mr. Moleskin will be out due to a freak accident after last night's game."


Time: Last Night
Location: Midtown High School, New York

Coach Moleskin was whistling a happy tune as he tossed his personal football into the air and caught it. Midtown's team did well last night taking down the opposing team. He was proud to call the group of teens he coached his team. He made his way through the field whistling his tune and tossing his football without a care in the world.

All of a sudden, he felt the ground under him sink a bit before springing out. This wasn't an exaggeration as Mr. Moleskin was literally flung by a hidden spring in the field. This caused the man to scream as he was flung from the ground over the goal crossbar and further out of the field. Unknown to the flung men, an individual in white just came out of the shadows, revealing it to be Taskmaster, who was holding a remote of sorts.

"Well, coach." Taskmaster said. "Looks like you finally broke that state field goal record."


Time: Present
Location: Midtown High School, New York

"Mr. Yaeger will be your new substitute until further notice." Coulson announced. "So show him the same respect you would with Mr. Moleskin."

Gwen looked and saw the man Coulson was referring to. He was a Latino man with short brown hair, brown eyes and wore usual gym clothes, which consists of a sleeveless sweat shirt, short black pants, black shoes and a white sweat headband and armband. Around the man's neck was a whistle at the end of a string necklace. Gwen looked at the man and gotten a bad feeling about him. Something about Mr. Yaeger didn't feel right with her.

"I look forward to the challenge of unlocking your hidden… talents." Mr. Yaeger said which sent shivers of fear down Gwen and Peter's spines.

(Awkward phrasing or veiled threat? You guys be the judge.)

Time passed as the period for PE had started. Gwen was dressed in a blue shirt with orange bands around the neck, shoulders and underside of the belly. She also wore black shorts and knee high white socks while wearing her usual sneakers. She was the one wearing gym clothes. Everyone attending the class were wearing them as well. You gotta love dress code of the education system.

"Dodgeball!" The voice of Flash Thompson called out as Gwen and the others turned to see the event unfold.

There she saw two teams going up against one another in a game of dodgeball. The first team had Peter amongst them while the opposing team had Flash Thompson. The blonde-haired jock and his team grinned as they began the game by chunking the rubber balls they had. Flash had aimed for Peter, in hopes to one up him during the game.

(I know what you're guys are thinking, "Gwen, why doesn't he use his spider powers to dodge the ball and beat Flash?" Well to answer that question is because to keep his secret identity. If Peter went and used his powers like that then it wouldn't be fair to others. Plus, he needs to protect the students from being harmed by baddies trying to fish out Spider-Man. Besides, judging by the trajectory and positioning of the ball, I don't think Peter will ever need his spider powers for this.)

Gwen watched as Peter was just hit in the face by the rubber ball. This caused the male teen to be knocked back before falling back face first to the gym floor. Gwen cringed as the boy got hit by the ball, they may be rubber but those suckers still hurt. Peter groaned as he sat up from the floor just as Flash was prepared to throw another ball at him.

"You lose, again." Flash said getting ready to throw the ball. However, he was stopped as Gwen stood in front of the blonde jock.

"Unfortunately Flash, he didn't lose." Gwen spoke up. "You in fact are out of the game for hitting Peter in the head with the ball."

"No I'm not!" Flash argued until Gwen interrupted his argument.

"Dodgeball rulebook Section 3 of eliminating players:" Gwen stated. "Any player who hits another of the opposing team above the shoulders, aka the head, is automatically out of the game."

"That's bull!" Flash continued to argue.

"She's not wrong," Nancy spoke up holding up a dodgeball rule pamphlet. "Says so right here, Section 3, third rule."

Flash grabbed it before reading the pamphlet. His attitude deflated immediately once finding the rule inside the said pamphlet. "Aw, man."

Satisfied with that, Gwen walked over to the boy helping him up. "You may not have won the game but you still knocked Flash out."

"Minor victory," Peter said before smiling at the blonde girl. "Courtesy of the ingenious brain of my second-in-command."

Gwen blushed at comment until Ava walked up to them before saying, "Get a room you two." This caused both Peter and Gwen turn beet red at that. Ava rolled her eyes before picking up the dodgeball that hit Peter. "Geez, Parker. A little overkill just to maintain your cover." She looked at the dodgeball before snickering at the sight before showing him and Gwen. "Is that your face print?"

The two teens looked and sure enough Ava was right. Right on the face of the ball was a print of Peter's face. It was a surprise to see that and Gwen could help but giggle at the sight. Even though he was hit by the said ball it was funny he left a type of impression on it.

"Alright, ladies and gents!" Coach Yaeger called out. "Everyone line up pronto!"

Immediately the students lined up side-by-side. Coach Yaeger walked down the line in front of them. Some of the students felt nervous under his vision, Gwen especially. At a young age, Gwen was taught by her father about how to identify an individual who was a potential criminal. As she looked at Coach Yaeger, she could tell this man was after something but what she didn't know. She was brought out of her thoughts as Coach Yaeger spoke up.

"I'm looking for finalists for the citywide athletic achievement contest." Coach Yaeger explained. "I want to see everything you've got in this obstacle course. Push yourselves to the limit. Don't give me less than a hundred ten percent."

"You could learn something from him." Ava said looking at Peter.

"How to creep people out?" Peter replied.

Gwen leaned close to Ava before whispering, "I think we should be keeping an eye on this guy. Something about him doesn't seem right."

"Aren't you being a little paranoid?" Ava said with a raised brow.

"A little," Gwen replied. "But just keep an eye on him if he does anything strange."

"Mr. Thompson," Coach Yaeger spoke up catching their attention before pointing towards the course. "Go!"

Flash Thompson smirked as he walked up before looking to the others and said, "I'll show you how it's done."

Flash made his way towards the obstacle course. He first climbed the rock climb wall, which took no effort. The blonde jock jumped down from the wall on the floor pad before making his way to the balance board. Easily crossing it he made it to the rope jump, jumping for the rope and used it to swing across. However as he landed, his right foot dipped into the pool but not enough to count against him before making his way to the rest of the course. Coach Yaeger watched this with a calculating mindset as he tried to pinpoint Flash's "true" identity.

"You could be… promising." Yaeger muttered as calculations were being made in his head as he compared them to Spider-Man. So far he liked how close they were. "Very promising."

Just after Flash jumped over the hurdle he quickly made his way towards the hanging tire. The jock made a jump towards it and successfully passed through it. He landed on the ground with a slide before stopping at the feet of Coach Yaeger. Flash then looked up at the coach before giving a smile.

"First to finish." Flash said with a tone of boast. "Good, huh, coach? Am I in?"

Ignoring the boy he then turned back to the students before saying, "Okay, next one up. Go!"

He called the students names one by one. The first was Ava, like Flash, completed the course with flying colors. The next one up was Danny who too completed the course easily. Harry was up next and with some minor difficulty he was able to complete it. The next one up was Luke. He was nearing the last part of the obstacle course, which was the hanging tire. He made a leap through it. Unfortunately, he only made it half way as the tire's hole was smaller than his body. He sat there hanging with a look of annoyance.

"Can we get some man-sized tires up in here people?" Luke said in annoyance. "Seriously."

Coach Yaeger looked towards Gwen before saying, "Ms. Stacy. You're up!"

Gwen walked up to the beginning of the course. She first did some stretches to help loosen her body a bit. She could tell Coach Yaeger was keeping an eye on her and she didn't need a Spidey Sense to know the danger. Whatever the coach was thinking he better hope that he didn't have to tangle with her later. However, she could only do that if he did something first. Right now all she had to worry about was this course.

Once her stretches were finished she began the course. She climbed the rock wall effortlessly before jumping down and did a tuck and roll on the mat. She then made her way to the balance board and was able to cross over it easily, that S.H.I.E.L.D. training was really paying off. Gwen then made it to the rope swing and made a leap for the hanging rope. She grabbed it and swung herself across the small poll of water. Landing on the other side, she proceeded towards the hurdle. Coach Yaeger was watching with interest in this young girl, considering his mission wasn't only to find Spider-Man but Gwen 10 as well.

'Proper height and build,' Coach Yaeger thought. 'Not much to go on since the other target uses her alien forms. However…' He spied the watch on Gwen's left wrist and compared it to the video feed he was giving by Animo and Octavius. Both that and the device Gwen 10 used was a match. 'The tool she uses is her major give away.'

Gwen had just completed the hurdle before making her way towards the hanging tire. She jumped through it with grace before tucking and rolling again before completing the course herself. She panted a bit before looking at Coach Yaeger, who had a smile on his face. This sent alerts through the girl's head when he gave her that look.

(Okay… definitely getting a bad vibe from him right now.)

"Mr. Parker," Coach Yaeger said. "You're last."

Peter stepped up to the beginning of the course, while Gwen and the others watched. Gwen knew what was going to happen in this scenario but she couldn't help but wonder what it would have been like if Peter had made the cut. The thought of that made the blonde giggle.

"You can begin anytime today." Coach Yaeger said. "The course doesn't run itself, Mr. Parker."

Peter walked up to the beginning of the course, and like Gwen, he did some stretches to loosen up his muscles. Coach Yaeger watched him intently, which Gwen noticed as well, and did comparisons in his head.

'Right build, right size.' Coach Yaeger thought before smiling. 'Perfect candidate.'

However, Coach Yaeger was to be easily disappointed immediately. Just as soon Peter started the course he was struggling, courtesy of keeping his hero identity a secret. He first made it to the rock climb but was struggling to climb it, causing the coach to groan in dissatisfaction. Just as Peter was about to pull his foot over the wall, he fell flat on the gym floor. Not exactly the perfect candidate that Yaeger thought he was.

"Oi." Yaeger muttered before turning to the students. "I'll see four of you here tomorrow for the final cut. Rand, Osborn, Thompson, Stacy. The rest of you, anemic."

"Tomorrow?" Danny said with shock. "Saturday?"

"Did I stutter?" Coach Yaeger replied as he walked away.

"Danny, Flash, Gwen, and Harry?" Ava said with shock as well. "Harry?! I aced that thing. Why am I not a finalist?"

"Are you the only person on Earth who sees school on a Saturday as a good thing?" Peter asked with a raised brow. He was rewarded with a frown from Ava.

"Fury is so right," Ava told the boy. "You're soft. I say we show Mr. Yaeger who can do what. You and me are going to come back tomorrow anyway, list or no list and run that course again."

"If I'm late, you can start without me." Peter said. "Finished too, I'm beat. I have tomorrow set aside for sleep." He put more emphasis on it by giving a yawn and a stretch, which caused Ava to frown more. "Doesn't that Yaeger creep you out?"

They looked at Coach Yaeger, who was doing a set of jumping jacks. To Ava that was nothing to what she worked with on a daily basis.

"I work with a guy whose feet stick to walls," Ava pointed out. "Not to mention a girl who turns into aliens. No one creeps me out." Before she could leave Gwen had grabbed her arm.

"Hold on," Gwen said with a whisper. "Don't you think it's weird for a coach not choose an athlete like you? You have to admit it was just as fishy when he picked me."

"Yeah," Ava replied. "But you're not trying hard to cover a secret identity like your boyfriend."

"First off, not my boyfriend," Gwen replied. "Secondly, have you noticed for the boys he was analyzing them, like he was trying to find something in particular?"

"Well when you put it that way…" Ava said in thought.

"Change the plan for tomorrow," Gwen said. "Instead of coming here to retake the test, come here to investigate this. Something about that coach just doesn't sit right with me."

"And what are you going to do?" Ava asked.

"I'm going to be here to take the "test"." Gwen replied. "Contact me when you guys arrive but if I don't respond then you rush in understand?"

"I know I shouldn't trust you right now because you're being paranoid," Ava replied, causing Gwen to frown a bit. "But you're more level-headed than the web head so I'll go with the plan."

"Make sure Peter comes with as well." Gwen said. "We're going to need all the help we can get."

Ava rolled her eyes a bit at that. "Fine."


Later that night, Coulson had walked into his office carrying papers. He sat at his desk looking over the papers he had. Unknown to him hiding in the shadows was a figure, and they were waiting for the man. The figure silently walked up to the stand-in principal before speaking.

"Coulson," the figure said.

This caused the S.H.I.E.L.D. agent/principal to tense before looking behind him. Suddenly his neck got karate chopped by the figure knocking the man out. The figure was then revealed in the light of the computer screen as Taskmaster. That part of the plan had worked to his advantage and now the mercenary could commence for what he had planned for tomorrow.

"Good to see you again," Taskmaster said to the unconscious man as he grabbed his hand and placed it on the desk. This in terms activated a holo-map of the school, which made the white clad mercenary grin. "Even better to see that S.H.I.E.L.D. added security enhancements to the school. That makes my life much easier. Spider-Man and Gwen 10's… not so much."


Saturday finally arrived as its morning shined bright. Gwen, unfortunately, had forgotten to set her alarm so she was several hours late for the supposed "test". She was running down the sidewalk while carrying her gym bag towards the school. How could she have been so stupid? Oh wait, it was a Saturday, a day for her brain to relax. She sighed in frustration as she continued to run towards her destination.

She finally arrived at the school and saw Ava waiting by the gate. She called out to her friend/teammate who took notice of her immediately.

"Gwen?" Ava said with surprise. "I thought you were already inside the gym? I was just about to call you."

"Well let's just say my brain was in full Saturday mode last night and I forgot to set my alarm for this morning." Gwen replied honestly.

Ava shook her head. "Typical. Anyways, it's already noon and no one has come out of the gym yet. I can't get in plus the fence is electrified. I hate to say it, but I think you were right to be suspicious of Yaeger."

"Don't worry about me being right," Gwen said as she set down her gym bag. "Worry about calling Peter and getting him over to help." She then pressed a button on her S.H.I.E.L.D. communicator, activating the Hero Guise. In a shimmer she was now dressed within her super hero outfit. "I'll worry about the fence."

"Okay," Ava said before dialing Peter's number into her phone.

Gwen activated the Omnitrix, causing the hologram of one of her aliens to pop up. She went through the playlist until she came upon the alien she wanted before tapping the screen, which exposed the core. She then slammed down on the core and in a flash of green light she transformed into…

"Feedback!"

The female Conductoid made her way towards the electric fence sending out her two antennas at the fence. Electricity instantly flowed into her body as she absorbed the electrical energy. The fence immediately lost its power as Feedback finished up syphoning the electricity from it. She gave a smirk of satisfaction at a job well done before slamming the dial on her chest and in a flash of green light turned back into Gwen 10.

Gwen turned to Ava and to her relief saw that Peter had arrived in his Spider-Man costume. Ava looked kind of annoyed by something but Gwen decided not to dwell on it. Spider-Man walked up to the green clad heroine just as Ava was getting her costume ready.

"So I heard that there was an electric fence on?" Spider-Man asked.

"Feedback immediately took care of that." Gwen 10 replied.

"Glad to see you on top of things," Spider-Man said. "Ava said you had an idea on who was behind this."

"I do have one suspect," Gwen 10 said. "But right now the safety of our friends comes first.

Spider-Man nodded as he, Gwen 10, and the now suited up White Tiger enter the school from the gates. They looked around the front of the school to see if anything was going to spring up at them. Luckily, Spider-Man's Spidey Sense didn't go off so they were in the clear.

"Something's off," White Tiger said. "We should probably call Coulson."

"No." Spider-Man said. "We should go solo on this. Eh, you know, together."

"He's right," Gwen 10 spoke up. "It would take time for Coulson to round up some back up. We can handle this. S.H.I.E.L.D. added security to protect the school from any threat for us. Though doesn't explain why it's on right now."

"Maybe it's a misfire?" Spider-Man asked with a raised brow.

"Don't know," Gwen muttered before turning to her teammates. "But be on guard for anything."

The team of three made their way to the entrance of the school opening its doors. The school's lights were off making the setting more ominous for the group. Whatever or whoever turned on the security system must know they were already here and they may be walking into a trap.

"Who electrifies a fence and leaves the door unlocked?" Spider-Man asked aloud.

"Someone who was expecting us and not wanting unwanted visitors," Gwen gave a reply as they passed one of the classrooms.

"That fits with the whole dark, creepy, and dank atmosphere," White Tiger commented before stepping into something wet. They looked and saw what appeared to be a trail of water going down the hall.

"Told ya not to come to school on a Saturday," Spider-Man said wittily.

Gwen shushed him before saying, "Do you hear—?"

"Hello?" An aged male voice called out. "Is anyone there? Help! Help!"

"Someone's in trouble," White Tiger pointed out.

"I know that voice," Gwen 10 said. "That's Stan the janitor!"

They made a mad dash down the hall before turning to their left. There they saw an aged Caucasian male with grey and white hair and a mustache. He wore a light forest green janitor outfit. This was Stan "the Man" Lee, the #1 janitor of Midtown High. At the moment he was pinned to the wall by what appeared to be a large metal claw. He seemed in quite the pickle at the moment.

"Can anyone hear me?" He called out. "Oh, I sure could use a hand. I've got myself in quite a pickle here. Oh, if Irving Forbush could see me now."

"Hang tight, janitor guy." Spider-Man said running up to the machine pinning Stan. "We'll get you out."

Using his enhanced strength, Spider-Man pulled back the claw that was pinning Stan to the wall. This in terms freed Stan, who fell to the ground but was caught by Gwen, and was brought away from the claw. Once Stan was safe, Spider-Man let go of the metal claw which snapped back in place into the wall where it had pinned Stan. The team gave a sigh of relief for that minor event over.

"Mucho malfunction security system," Spider-Man said to Stan.

"Oh, my." Stan replied as he pulled out a handkerchief and wiped his head. A sudden click below Stan caused all four of them to freeze as the janitor had accidently set off another trap.

"Don't move," White Tiger said.

Unfortunately, Stan had turned to White Tiger. Just as he did, a trapdoor opened up below him causing the man fall below. The three heroes looked as Stan fell into the trapdoor, with him screaming all the way down. A crash signified that he had landed on the bottom. It was silent until the sound of Stan's voice echoed from below.

"Wow, there's a lot of wax build-up down here." Stan pointed out while in his janitor mindset. With that said the trapdoor shuts closed, trapping Stan within its confines. The three heroes looked at one another in confusion.

"Who built the security? Doctor Doom?" Spider-Man said with joking intent. This caused the two heroines to give him a look. "What?"

White Tiger stood up placing a hand on the side of her head to activate her communicator. "I'm calling Coulson."

Spider-Man walked up to the principal's office to see a shocking sight. "No phone needed. He's… here."

"On a Saturday?" White Tiger asked as she walked next to Spider-Man.

"Something doesn't feel right," Gwen 10 added as they got close to the door.

Spider-Man placed a hand on the knob before opening the door only to be rewarded with the voice of Coulson.

"Don't come into my office." He informed the three.

Confused by this they opened the door, to their horror and shock. There hanging upside down was Agent Coulson. However, at the moment, he was hanging over what appeared to be a pool of acid while wearing only a white sleeveless shirt and white brief underwear. That was an image no one needed to see.

"I can see why you wanted to be alone," Spider-Man joked. "Nice tighty whities."

"Well," Gwen 10 spoke up. "This is something I did not need to see today. Is it possible to bleach someone's brain of a recent memory? 'Cause I'm desperate need of short term memory loss right now."

"Get serious, you three," Coulson berated the three heroes. "The whole school is rigged. Taskmaster corrupted the S.H.I.E.L.D. security tech."

"Who?" White Tiger asked with a raised brow.

"Taskmaster," Coulson explained. "He's an assassin that hates me and hates Fury."

"We have to contact Fury," White Tiger said trying to contact the director of S.H.I.E.L.D. by her radio.

"You can't," Coulson said catching the cat-like heroine's attention. "He jammed the frequencies. You shouldn't have come to school today."

"Told you," Spider-Man said to White Tiger with a know-it-all look. White Tiger gave him a frown while Gwen 10 gave him a minor jab in the rib from her elbow.

"Work on getting yourselves out of here, and then find Fury." Coulson told them. "Don't waste time on me, and definitely don't go after Taskmaster alone. He's a combat chameleon. Do you understand?"

"Wait." Spider-Man spoke up. "He was bitten by a radioactive chameleon?"

"That's not it, Spidey." Gwen 10 said. "What he means is—"

Before she could explain, the sound of a male scream in the school halls could be heard. Spider-Man was the first to react to that as he instantly recognized the owner of the scream.

"That's Harry." Spider-Man exclaimed. "I remember that scream from slasher movie night from camp. Come on!"

With that said, all three ran out of the office and down the hall. Before they were far away enough, they heard Coulson shout out to them, "If Taskmaster sees you do it, he can do it. Fight him once, he's as good as you, you hear me?"

`"What did Coulson just say?" White Tiger asked as they rounded the corner of the hall.

"I don't know." Spider-Man replied. "I couldn't hear him."

"I think he was explaining to us about Taskmaster's abilities," Gwen 10 spoke up. "I think he said—"

Suddenly, Spider-Man's Spidey Sense went off, alerting him of danger ahead. "Spidey Sense. Get down!"

In front of them down the hall, the trophy case shifted into what appeared to be a missile launcher. However, instead of missiles it fired the trophies from within the case. Spider-Man and White Tiger dodged the incoming trophies while did her best to put her S.H.I.E.L.D. training in her human form to the test. She duck and dodged most of the trophies and even had to go in for a slide from a few others. She was thankful for Fury for giving her the extra training while as a human.

"If Flash and Harry are here at least they've got Danny to protect them." Spider-Man spoke up.

"I just hope they're alright," Gwen 10 said aloud as they continued down the hallway.


In another part of the school, Harry, Flash, and Danny were running for their lives. Unlike to the two other boys, Danny was calm in the situation. Being trained in the ways of K'un Lun, Danny learned to be calm in a situation like this. Considering an unknown assailant was after the three of them.

"He's right behind us." Flash said in a panicked tone. "Keep running."

"Slow and steady, dudes," Danny told them. "Slow and…" Danny then noticed the green laser near the floor. Both Flash and Harry passed through it setting off one of the security measures in place. He looked up and saw a security shutter come down ready to trap them. "Look out!"

With quick thinking, Danny pushed both Flash and Harry onto the floor causing them to slide on the floor. This in terms allowed them to bypass the security shutter but unfortunately left Danny behind it.

"Danny?" Harry said before banging on the shutter. "Danny!"

Danny turned to the shutter before saying, "Get to safety." He then turned to the one who was chasing them.

Before him he saw Taskmaster walking towards him. Danny got into a K'un Lun fighting position while Taskmaster readied himself as well. Before long the fight had begun. Danny sent a roundhouse kick towards the white clad mercenary. Unfortunately, Taskmaster had caught Danny's leg in midair with both hand, one grabbing his foreleg and the other his foot.

Taskmaster then flipped Danny around causing the boy to be twirled in the air. Luckily for Danny, who had the proper martial arts training, was able to recover and land on the ground in front of Taskmaster. He made for a leaping axe kick at Taskmaster but the villain dodged his attack. Danny rushed at Taskmaster, who back flipped away from the boy before landing on the ground analyzing him.

"Your technique," Taskmaster muttered.

"Years of study in K'un Lun," Danny answered before sending a chop at the mercenary.

As Danny did that, various equations appeared in Taskmaster's mind. He calculated Danny's form and attacks as he first dodged the chop. Danny then proceeded with another roundhouse kick, which Taskmaster analyzed again but this time got kicked in the chest and sent him into a locker, denting the metal.

Taskmaster grinned as he sat up from the dented locker. "Years for you, seconds for me."

Danny had activated the chi within his right fist, sending strikes at Taskmaster. Taskmaster dodged each one of them and got into, what surprised Danny, a K'un Lun fighting stance. The white clad mercenary sent out a powerful kick towards Danny, sending him crashing against floor of the hall. Danny groaned as he looked up at Taskmaster.

"Who taught you that move?" He asked.

Taskmaster grinned before answering, "You did. These, too."

Danny got back up before trying to send another strike at Taskmaster. The mercenary blocked the strike before sending two punched at Danny, one in the ribs and the other on the side of his face. He then grabbed the teen before throwing him into a different set of lockers. Danny got back up activating his chi fist before going in for a strike on Taskmaster. However, Taskmaster quickly countered the boy with a lariat, causing the teen to be knocked out.

Taskmaster looked down at the boy with a sigh before saying, "You're good, kid, but not one of the targets I'm looking for."


In another part of the school, Harry and Flash were running up a flight of stairs. At the bottom of the stairwell, Spider-Man, White Tiger, and Gwen 10 had arrived just in time to see the two male teen climbing up the stairs.

"There they are." White Tiger said as they began to make their way up the stairs.

As Harry and Flash exited the stairs, they entered another hallway on the upper floor of the school. Their legs ran far but close to giving out to how much they ran. But they wouldn't give up considering with some maniac after them. They passed a classroom just as Spider-Man, White Tiger, and Gwen 10 poked their heads out of to spy out of. Sure enough they made to the floor the two male teens were on.

"You think he's behind us?" Harry asked Flash as they kept running.

"I'm not looking." Flash replied with a bit of fear.

Suddenly, Taskmaster landed in front of the two teens. Harry and Flash backed away from the mercenary with fear. Harry let out a cry of surprise as the white hooded mercenary looked at the two teens.

"Which of you is going change into Spider-Man before anyone gets hurt?" Taskmaster asked in a serious tone.

"They're in danger," Spider-Man whispered.

"This is the moment you've trained for." White Tiger whispered as well before giving a minor laugh. "Oh, wait, that's right. You never train."

"Not the time, Tiger." Gwen 10 whispered tensely.

The two teen turned around and made a dash away from Taskmaster. Unfortunately, Harry got ensnared by a Spider-Man inspired webbing net, causing him to hang in the air helplessly. This got a surprised shout out of the teen as he looked towards the blonde jock for help.

"Flash, don't leave me here." Harry called out to the jock.

"Hey, I'm the strongest guy in school, but I'm no Spider-Man." Flash replied as he made a run for it.

Taskmaster looked at Harry with a look of disappointment as he walked by and said, "You're obviously not him." With that said, Taskmaster focused his attention to following after Flash. He turned into the hall as he pulled out a gold hilted sword, scraping its edge on the lockers leaving a mark on the metal. "Come on out, Spider. It's go time."

Taskmaster passed one of the lockers which had to eyes peering from within it. Inside, Flash intentionally stuffed himself inside a random lock to hide from the mercenary. Unknown to him, the locker he was residing in was none other than Peter's locker, which had an extra Spider-Man mask and gloves stored in above the jocks head.

"Flash is in your locker," White Tiger whispered to Spider-Man. "What's the plan?"

Spider-Man thought for a bit before stepping out and said, "He wants me, he gets me. You get Harry and Flash somewhere safe." With that he shot out a line of webbing before swinging towards where Taskmaster was.

White Tiger frowned before saying, "Great plan."

"But not enough," Gwen 10 added before turning to White Tiger. "Focus on freeing Harry. I'll go back up Spidey." With that said, she rushes off after Spider-Man leaving White Tiger by herself.

She sighed before muttering, "Sometimes I wonder if those two are soul mates or something, considering how alike they think."

Back with Flash, he peered out through the grate of the locker to see if the coast was clear. He was wrong when he saw Taskmaster walking back up to the locker he was hiding in. The jock held his breath as he saw Taskmaster raise his sword ready to slice through the locker. Luckily for the jock, a line of webbing shot out, ensnared the sword and pulled it out of Taskmaster's hand. This caught the villain off guard when he looked and saw Spider-Man hanging upside down from the ceiling by his webbing.

"Destroying school property goes on your permanent record, you know." Spider-Man said in a joking tone.

"Oh," Taskmaster spoke. "Decided to come clean, Thompson?"

"Thompson?" A female voice said behind him, which he looked and saw Gwen 10 leaning against one of the lockers. "Buddy, you really need to up your intelligence gathering."

"And Gwen 10," Taskmaster said with a pleased tone. "So glad you could finally make it. I was hoping you'd show up."

"Why?" Gwen 10 asked with a raised brow. "Are you the number one member of my fan club or something? I'm touched but unfortunately someone else at this school has already acquired that title thank you very much."

"Not me per say," Taskmaster said as he grinned under his mask. "But my employers are quite the followers."

Taskmaster quickly turned around just as Spider-Man jumped down and began to fight the mercenary. Taskmaster sent out a punch but Spider-Man dodged the fist before backhanding Taskmaster in the face. Spider-Man jumped back to gain some distance from Taskmaster. However, the mercenary was just as agile as the spider-themed hero and quickly followed after.

Gwen 10 took this opportunity to activate the Omnitrix. Going through the playlist, she selected the alien she wanted before the touchscreen slid back and exposed the core. She then slammed her hand down on the core and in a flash of green light she turned into…

"Four Arms!"

The now female Tetramand rushed down the hall where Spider-Man and Taskmaster went to. Four Arms watched as both Spider-Man and Taskmaster were rebounding off of the walls. Taskmaster analyzed Spider-Man like he analyzed Danny, large amount of equations danced in his vision. Spider-Man had turned around to give the mercenary an aerial kick, unfortunately, he missed as Taskmaster dodged his attack. Spider-Man looked up and saw Taskmaster about to kick him, but shocked the spider-themed hero in how he did it. He was kicking like he would with villains.

Spider-Man's face met Taskmaster's foot as he was kicked by him. The mercenary landed and looked at White Tiger, who was busy trying to free Harry. The white-hooded mercenary couldn't help but smirk menacingly at the cat-themed heroine.

"You're next," Taskmaster said with a hint of smirk in his voice.

"Not likely, pal!" A female voice said catching his attention.

Taskmaster turned and was immediately met with a fist to the face. The mercenary gave a grunt in pain as he was sent flying across the hall, past White Tiger and Harry. The two teens blinked in shock as they turned to see the one who punched Taskmaster. It was Four Arms, who at the moment was popping her knuckles with her lower set of arms.

"That felt good," Four Arms said as she picked up Spider-Man. "You okay?"

"Thanks for the save," He said with a minor groan. "How did he do that move? That was my move."

"It's like what Coulson and I were trying to tell you," Four Arms explained. "He's a combat chameleon, or in simpler terms a copycat. Any move you can do, he can do."

"Didn't anyone tell him copying is cheating?" Spider-Man asked aloud.

"I call it winning." The voice of Taskmaster was heard catching their attention.

They turned to see Taskmaster rushing towards Spider-Man and Four Arms before sending a flying kick at the female Tetramand. She held up her arms blocking it before sending a two-armed punch at Taskmaster. Taskmaster dodged but not without analyzing Four Arms a bit. Calculations danced in his vision as he fought the four-armed female alien. Four Arms sent another two-armed punch at the mercenary but one of her arms was caught by Taskmaster. He then used her own weight against her and flung her over his shoulder, causing her to fly towards White Tiger and land on the ground in front of her.

Spider-Man then engaged Taskmaster again. He sent punch after punch, but since Taskmaster analyzed him earlier his punches were being easily blocked. Spider-Man sent out another punch before Taskmaster grabbed him by his arm before giving the spider-themed hero an uppercut, sending Spider-Man falling to the floor flat on his back. Taskmaster then pinned the teen hero down on the ground with his foot.

"End of the line, Thompson." Taskmaster said before reaching his hand down near Spider-Man's mask. "You can take off the mask."

"I was going to say the same thing." White Tiger's voice spoke up catching Taskmaster's attention. The mercenary turned and saw White Tiger jumping at him with claws raised. "If it is a mask, ugly."

White Tiger sent out her claws at Taskmaster, catching him in his mask. The mask was easily ripped off thanks to the swipe and revealed a shocking sight. There before them was the face of the one behind everything. It was none other than Coach Yaeger himself. The sight of this caused Harry to run away screaming.

"Mr. Yaeger?!" White Tiger said with shock in her voice. "Our gym teacher?!"

"Ha!" Four Arms said as she sat up. "I knew it! I told you he didn't sit right!"

(While I'm happy my suspicions were right, I'd like to point out one thing. This entire thing in no way means to suggest that all gym teachers are sadistic assassins/mercenaries who live to bring misery to high-schoolers everywhere… except the ones who do.)

"So that test was only about finding Spider-Man?" White Tiger asked aloud. "Now I don't feel so bad about getting cut."

"It wasn't only to find Spider-Man," Taskmaster said before turning to Four Arms. "It was also to find a certain shape shifter as well."

This made Four Arms tense a bit. That's why Yaeger chose her in gym class yesterday. She was the only and likely candidate of being suspected as Gwen 10. This made the now female Tetramand seethe a bit.

"Well looks like you don't have to look far, ugly." Four Arms said. "Cause here I am."

Before Four Arms could react, Taskmaster rushed towards White Tiger sending out a roundhouse kick at her. She dodged with a jump and flip over the white-hooded mercenary, landing behind him battle ready with her electric claws active.

"I'll show you three the benefits of training." White Tiger said aloud as she engaged Taskmaster.

White Tiger sent out claw swipes at the white-hooded mercenary. However, Taskmaster expertly dodged each one. White Tiger inwardly growled as she continued her attacks. Unfortunately, Taskmaster either dodged a strike or blocked another. Watching this, both Spider-Man and Four Arms couldn't help but face palm at this.

"Oh brother," Spider-Man muttered.

"This will end bad." Four Arms added.

"Never met a move I couldn't match." Taskmaster said sending a punch at White Tiger, who dodged. "Yours, Spider's, Gwen 10's." Taskmaster then sent out another punch, which White Tiger caught with her hand, before grinning under his metallic mask. "That K'un Lun kid's."

This caused White Tiger to tense with wide eyes before saying, "Danny? What did you do to him?"

Unfortunately for White Tiger, the answer she was given was a kick to the stomach, courtesy of Taskmaster. The attack caused White Tiger to crash though a door behind her, which led to the stairs. White Tiger then busted through the railing by the stairs. This looked like she was going to plummet to her doom.

"Tiger!" Spider-Man called out as he rushed through the entrance, while jumping past Taskmaster.

White Tiger kept her eyes shut as she waited for the impact. Suddenly, she felt something catch her leg stopping her descent. She looked up to see that Spider-Man had caught her. Both had a look of relief on their faces. Unfortunately that didn't last as Spider-Man was hit by a blast of energy, which severely shocked the spider-themed hero. This caused Spider-Man to lose his foot and fall over, but not before grabbing onto a metal bar from the broken railing. He looked up and saw Taskmaster standing over him.

"I'm guessing you know Coulson through S.H.I.E.L.D?" Taskmaster asked him before inspecting the weapon he held. "Fury certainly gives you kids some age inappropriate toys for your school."

"So… you're just another gym teacher who wants to kill me?" Spider-Man asked with a raised brow.

"Kill you?" Taskmaster replied. "Hardly. I'm here to offer you a job. Accept… everyone wins. Refuse… no one gets out alive. And I turn you and your little shape shifting girlfriend over to my employers." He then pointed his weapon at Spider-Man. "Limited timed offer. Clock's ticking."

Spider-Man was silent a bit as he looked up at Taskmaster. However, his attention was turned to behind the mercenary, specifically the ceiling. There he saw Gwen 10, who had now turned into Spidermonkey, was clinging to the ceiling. She looked down at him before bringing her index finger to her lips telling him to stay quiet. He understood before turned to Taskmaster.

"Wait… a job, huh?" Spider-Man said distracting the mercenary.

"A powerful man hired me to bring you to him." Taskmaster said. "Gwen 10 is also an extra in this considering my employer is interested in her little watch. But I'm powerful myself. And I'm offering you an opportunity to be part of something amazing, Spider-Man."

(Amazing Spider-Man. I don't know why but that sounds very catchy. Though considering what this guy has to offer that he considers amazing is less than spectacular. Huh. Spectacular Spider-Man has a nice ring too. Someone should make comic book series with those titles. I'd buy them.)

"So you're not just a madman." Spider-Man said. "You're a double-crossing madman?" While Spider-Man spoke to Taskmaster, White Tiger took this opportunity. She used her electric claws to silently cut her loose from the line of webbing and she landed on the floor gracefully.

"Nature of the business." Taskmaster said. "Fury double crossed me, just like he'll double cross you when it suits him."

"Wait," Spider-Man spoke up surprised. "You worked for Fury?" Hearing this shocked Spidermonkey as well.

(Note to self: Have a serious conversation with Coulson about leaving out important info.)

"Sure," Taskmaster answered. "And like you, I had tech. I had a team. Now look at me."

"Yeah, I'd rather not." Spider-Man replied. "And don't try to trick me. I took reverse psychology where I got a reverse A, which is, you know, still an A."

"You choose death over partnership?" Taskmaster asked.

"If that was my only choice." Spider-Man replied. "But it's not."

Spider-Man noticed that he was about to charge up his weapon before he let go of the railing and fell below. Taskmaster took aim but the sound of a primate-like screech was heard as he turned to see Spidermonkey, leaping towards him. She aimed her tail at the weapon before firing a blast of webbing at it, clogging the barrel. She then proceeded to jump on his shoulder before forcing his hood over his face and made a leap after her teammate.

The weapon Taskmaster had was charging but began to hum as it was becoming unstable. The weapon blew up, causing Taskmaster to cry out in pain and hit the wall. He looked at his weapon, which was damaged beyond repair and then looked behind himself. There he saw that his cape was caught in Spidermonkey's webs, making it stick to the wall. Ripping off the cloak, he looked down the stairwell to see that his targets had fled. He gave a growl of anger as he continued his pursuit.

With Spider-Man, White Tiger, and Spidermonkey, they had made it to the gym. White Tiger was carrying Spider-Man in after he had fallen to the ground at the stairwell. Spidermonkey immediately tapped the dial on her chest and in a flash of green light she was once again Gwen 10. The situation with Taskmaster was getting dire, considering they were dealing with a major combat copycat.

"All the work, the training… useless." White Tiger said. "He has all of our skills and S.H.I.E.L.D weapons. He can predict our every move. We're dead."

"Maybe he can fight like Spider-Man," Spider-Man spoke up. "But he can't think like Peter Parker. He mimics what we do, so let's do what we don't." With that said he had walked over to the dodge ball rack and picked up a ball before spinning the ball on his finger.

"Not going to work," White Tiger said. "He copies what we do as soon as he sees it."

Spider-Man then placed the ball behind his back making it look like it disappeared, but White Tiger and Gwen 10 looked and saw he expertly placed it between his legs before he said, "What if he doesn't see it?"

A light bulb lit above Gwen 10's head as she understood what he meant. "I get it. We're going to make him fight blind while we're being unpredictable."

"Exactly," Spider-Man answered. "I've got something in my locker just for this."

"Is there enough for both of us?" Gwen 10 asked with a raised brow.

Spider-Man shook his head. "Sorry, only one other mask. But I think you might have an alien you could use that can see in the dark."

Gwen 10 thought a bit before she tensed a bit in realization. "You're right! I do have the right alien."

She activated the Omnitrix, causing the holo-screen playlist to pop up. She went through it before landing on the alien she wanted before tapping the touchscreen, causing it to slide up and expose the core. She then slammed down on the core and in a flash of green light she became…

"Echo Echo!"

White Tiger raised a brow at this. "Echo Echo? Why that one?"

"Echo Echo is a Sonorosian." Spider-Man explained. "Not only can they expel sonic waves of sound but they also have the ability to use echolocation."

"And you know this why?" White Tiger asked with a raised brow.

"Gwen lent me the ALDB one day and I got hooked." Spider-Man answered. He saw White Tiger giving him the same raised brow look. "What? It's a good read. Anyways let head to my locker."

A few minutes later the group of three had arrived at Peter's locker. Spider-Man opened it and revealed Flash Thompson, who was asleep but snorted awake from the locker opening. They saw that Flash had a look of relief on his face.

"Spider-Man." Flash said trying to get out. "Save me."

Spider-Man pushed him back in the locker as he grabbed his spare mask. "Eh, no. You're safer in here." He closed the locker and turned to see Echo Echo giving him the same look she did during their second team-up together. "I know, I know. I shouldn't have done that."

A door was smashed open as Taskmaster exited it. He looked around the hall in hopes to find his target. Once he does, he's going to show them no mercy. His attention was then drawn to the left as he heard Spider-Man's voice. The said hero was then seen popping out from behind a wall.

"Uh oh, girls." Spider-Man said in a fake surprise. "I think Taskmaster spotted me."

With that said, Spider-Man made a mocking dance before making a run for it. Taskmaster quickly followed after Spider-Man, who had disappeared from his sights. Busting through the gym doors, Taskmaster landed gracefully like Spider-Man before looking around. The lights then suddenly went off causing the area around him to darken his vision. He looked ahead and saw Spider-Man hanging from above behind the entry of the gym, giving a mock wave towards the villain.

"Darn those budget cuts." Spider-Man said in a joking tone. "No lights on the weekends, Tasky!"

"You're only prolonging the inevitable." Taskmaster said.

"Then we might as well make it fun, right?" Spider-Man replied with a question before giving the man a mock wink before scaling up the wall he was clinging to.

The white-hooded mercenary rushed into the stadium, not before the doors slammed behind him, causing the room to become pitch black. Taskmaster understood the situation at the moment. They were going to fight him blind. He had to admit they were clever but that won't stop him.

"Tiger," Spider-Man called out. "Turn on the night vision." With that said, Spider-Man activated the night vision within his mask's lenses, allowing him to see perfectly in the dark.

White Tiger did the same as she too saw in the dark. She could help but smile at this. "I make this spider night vision look good."

In their vision, they saw Taskmaster looking around. Being a trained assassin/mercenary he needed to be aware of his surroundings, even in the cover of darkness. Luckily for him, the playing field he was currently in, he could remember the surroundings bit by bit. It was all thanks to his photographic memory.

"Come out, come out wherever you are, little spider." Taskmaster said. "You can't beat me. I know all of your moves."

Suddenly, Taskmaster was punched in the face by White Tiger. The mercenary fell to the ground before picking himself up. He was then bombarded by a strike to his back causing him to be knocked back and land on the floor a few feet away.

"You ain't seen nothing yet." Spider-Man said in a mocking tone. "And you ain't gonna."

As he got up, he was being attacked again. He first got punched in the face, but began blocking strikes. Despite the veil of darkness, he was still able to fight these teen heroes no problem.

"It's dark, but you're still you." Taskmaster said throwing his unseen opponent away. This was no challenge. "And I know what you do."

"You. Sure. About. That?" A female-like robotic voice said, causing Taskmaster to tense.

Suddenly he was pelted by waves of sound, causing him to be knocked back. He sat up with a grunt before looking ahead of him. There he saw a figure aim at him before firing webbing at his face. This caused the mercenary to latch onto his face trying to peel off the webbing. Just as he did he saw another figure in front of him activate their electric claws, assuming it was White Tiger.

"Not bad for a first timer." The voice of Spider-Man spoke up in front of Taskmaster causing him to tense. The claws struck Taskmaster, shocking him to some degree. This caused the man to hit a familiar wall. "Recognize where you are, Yaeger?"

"You just did me a favor." Taskmaster said in amusement. He then jumped on top of the rock climb wall as he surveyed his surroundings. "I have a photographic memory. I can move through here as well as if the lights were on."

With that said, he ran across the wall to make his way towards the ringed ropes hanging beside the wall. Unfortunately, the ringed ropes were pulled away from Taskmaster's grasp. This was all thanks to White Tiger, who was sitting above where the ropes were tied.

"You could if everything was still where it was yesterday, sucker." She said in a mocking tone.

As Taskmaster fell, Spider-Man took this opportunity to kick a tire where the mercenary was going to land. The white-hooded mercenary landed in the tire, which got stuck to his buttocks. As he sat up, he leg was then caught by rope and caused the man to hang upside down. A shadowed figure grabbed two more tires before swinging in on a web line and stuck Taskmaster between the two tires. This caused the mercenary to grunt as he fell into the pool of water below him, soaking him to the bone.

"Guys, you got him?" White Tiger called out to her friends. Just as Taskmaster was about to pounce on White Tiger, he was hit in the head by a dodge ball.

"Dodge ball!" Spider-Man called out as he was throwing balls at Taskmaster.

He wasn't the only one cause, in Taskmasters vision, he saw other figures throwing balls at him. The balls impacted his body causing the man to be knocked back and crash into the bleachers. Once there, someone had begun firing a barrage of webbing at Taskmaster, causing him to be stuck in the bleachers.

Spider-Man landed next to White Tiger, while Echo Echo walked next to her. The web-themed hero then turned White Tiger before saying, "Nice shot. Been practicing?"

"Now I know why you use these." White Tiger replied with pep in her voice. "This is fun."

The lights came back on to reveal the three to Taskmaster. To his shock, he saw that White Tiger was wearing one of Spider-Man's masks as well as his gloves, making it look like he was fighting him. She wasn't the only one as Spider-Man's gloves were replaced with White Tigers, which explained why he had the claws. The mercenary then noticed that Gwen 10 was now another alien which was known as Echo Echo. Around them, to his surprise were multiple copies of the female Sonorosian, each holding a dodge ball with smirks on their faces.

"It's not too late for you to join me," Taskmaster said as he looked at Spider-Man.

"Yeah, you might think I'm a loser, but I don't." Spider-Man replied.

"Then I'll simply expose your identity as Flash Thompson to the entire world." Taskmaster said with affirmation in his voice.

Echo Echo's copies came together, merged back with the original, and in a flash of green light reverted back to Gwen 10 who said, "Which Flash Thompson?" She then pointed behind herself. "That one?"

Taskmaster looked behind the group and to his shock saw Flash Thompson, who walked up with Harry Osborn. Seeing the boy next to Spider-Man made the man seethe with anger. He was played for a fool and he didn't realize it. Apparently Spider-Man was craftier than he anticipated. Next time, he wouldn't be so lucky. However, he still had a playing card.

"Yeah, loser." Flash said mocking the mercenary before flinching away a bit in fear. "He can't get out right?"

"It's Spider-Man, Yaeger, not Spider-Teen." Spider-Man said. "But this school is still under my watch, just like the rest of the city."

"And he's not alone doing it either." Gwen 10 added causing Spider-Man to smile at her, before turning back to Taskmaster.

"There's a lesson for you here…"

"Yeah," Flash spoke up. "You just got schooled." This got different reactions from Spider-Man and Gwen 10. Spider-Man frowned while Gwen 10 face palmed at the mention of the pun. Oi vey.

"Not helping." Spider-Man said to Flash, who grinned embarrassed at Spider-Man.

"I may not have you identity," Taskmaster said to Spider-Man before turning to Gwen 10. "But I have knowledge of someone else's I can use for leeway in the future."

(Okay… my spine tingled in a bad way when he said that.)

Unbeknownst of them, Taskmaster had pressed a button on a small tube-like bomb as he dropped it on the floor. Just as it hit, a thick smoke escaped from it causing them to cough and be blinded by cloud of smoke. Once it cleared they looked at the bleachers to see a scary sight. On the bleachers was a mask which resembled Coach Yaeger's face. They then looked up at their left and saw the high window to the gym was open. Taskmaster had officially left the building.

White Tiger grabbed the Coach Jaeger mask before asking, "How many masks can one guy wear?"

"You're asking me?" Spider-Man said with a raised brow.

"You think he'll be back with a different face?" Gwen 10 spoke up.

"He knows what he's up against," Spider-Man assured his team. "If he shows whatever face he's got around here again."

Flash then gave a chortle as he said, "'Cause he got schoo—"

Gwen 10 held up a hand stopping Flash. "There's a time and place for puns and now is not the time, mister."

"Yeah, no… whatever you say, Gwen 10."

(And this is why most people hate gym.)


Back at Octavius and Animo's lab, Taskmaster had returned. The mercenary looked and saw it was only Octavius occupying the lab at the moment. The multi-armed scientist faced one of the screens as Taskmaster entered. The man turned to the mercenary with a scowl.

"Well?" Octavius asked.

"School's a dead end." Taskmaster answered. "Trust me. You want the spider, you'll have to make him come to you."

Just as he finished saying that, Octavius gave a roar in anger. A metallic tentacle smashed through a screen, slammed into another as the good doctor was throwing a tantrum. He began destroying part of his lab, but nothing too important. Taskmaster couldn't help but smirk while watching this.

"You have to pay for those, remember?" Taskmaster goaded the scientist, fueling the rage more. The mercenary looked on the ground to see a spider scurrying across the floor. With a swift movement he squashed the tiny arachnid. "That's right, throw your tantrum and look somewhere else for Spider-Man. 'Cause now I know where he hangs out, that bug is mine. Plus, his little girlfriend will be very useful in the future. Isn't that right… Gwen Stacy."


Back in Midtown, newscasters from all across the city were interviewing with Flash and Harry. Being the victims of Taskmaster's attack really shook them but they were okay thanks to Spider-Man and the other two heroes. At the moment, Flash was giving out info to the reporters for Daily Bugle Communications.

"No one in this school is cool enough to be Spidey, so forget that rumor." The blonde jock said. "That said, I totally helped Spider-Man save the dump. I was this close to him! We're buds!"

Watching this was none other than Peter, Ava, Gwen, Danny and Coulson. They heard every bit of what Flash told the press from the Daily Bugle. He couldn't help but be relieved that Flash did Spider-Man a huge favor.

"Flash Thompson finally did me a favor." Peter said.

"Taskmaster never even suspected Peter Parker was Spider-Man." Ava said. "Your creativity was just as strategic as my training. More even."

"Really?" Peter asked with a raised brow.

"Going solo paid off, okay?" Ava replied.

Gwen smiled before wrapping an arm around Ava's shoulder and said. "Glad to see you acknowledging his leader skills more, Ava."

Ava rolled her eyes with a smile on her face, "Don't push it, okay?"

"There's still one thing I don't get at all." Peter spoke up while looking at Coulson. "The tight briefs, really?" This caused Gwen to blush before face palming.

"I swim." Coulson simply replied, not wanting to continue the conversation.

"Leave the man's underwear alone, Pete," Ava said. "Or he'll get "short" with you."

This caused Gwen to giggle while Peter to chuckle. Danny had a look of amusement on his face. Coulson frowned before making his exit. The four teens smiled before looking at one another.

"So, anyone up for some smoothies?" Gwen spoke up. "I'm buying."

"I'm down with that," Peter replied.

"I could use a green smoothie right now," Ava said.

"I too would like to enjoy the sweetness that is the frozen confection." Danny spoke up.

"Great!" Gwen said pulling out her phone. "I'll call Luke and Sam and we'll meet up at Mr. Smoothies."

With that said, the group made their way towards the local smoothie joint. They needed something to cool themselves off from the work out they had today. And who say's fighting crime doesn't help you work out?


That's the end of that chapter folks! Remember to keep an eye out for any grammatical errors and no flames. Till next time, true believers!

Next Chapter: Kraken