A/N: SURPRISE MUTHA! LOL! Welcome to Part II: Scarlet's Web! As I said this is gonna be a trilogy, I just finished this today [1/30/2022]. After reposting Along Came a Spider I figure I'd give ya'll a treat-treat! If you stick with this series you will see what I am planning plain as day. Shout out to all of my new subscribers, "How ya'll Doin'?" and to my faithful cinnamon rolls, "I told you I was going to get back to Miles!" Tra La!

~Lucifer S. Morningstar

Scarlet's Web

Prologue:

Hard to say goodbye…

Spider-Man was in a wheelchair, he managed to get Goblin's DNA but now that had changed drastically. He was lucky he could even feel his upper extremities even though he was healing, it like that of a regular human and he still could not walk. Several healers tried to speed his recovery but since he was quite literally from another universe, they could only do so much. He wanted to reveal his origins to the world because now he did not have a secret identity. However, he did not want to end up in a loony bin.

Izuku and Mei stood beside him as Burnin' was doing the eulogy for Japan's #1 Hero, Yagi Toshinori, All Might. Endeavor was still in the hospital, the Helium -3 had nearly destroyed half his body. The necrosis from the frostbite from hell left him disfigured.

"Miles you have to take over." Enji could barely say from his hospital bed, his eyes, top half of his face, and down to his neck splattering across his massive frame and legs were covered in bandages. He looked like Kido. "I'm done, not because I want to but Miles look." His partner could barely manage a small flame. "My quirk will not recover and I am almost 60 years old, Miles."

Miles' thoughts returned to the funeral as Burnin' finished up. This was the second funeral he attended today. Satō Rikidō, quirk: Sugar Rush, did not even have a body to bury much less burn. Goblin had turned Dabi aka Todoroki Tōya, yes the son of Japan's #2 Hero Endeavor, into a human bomb. His new 'support gear' was a ruse, it did work to overcome his weakness, but Goblin believed he outgrew his usefulness. So he turned Dabi into an unwitting suicide bomber distraction along with several other nameless thugs and gun fodder. Izuku had done his eulogy with the entirety of class 1-A there in attendance. Aizawa Shota was broken, he resigned his position soon after. He believed he failed his students in the most horrible of fashions.

Though the media was having a field day with this atrocious and alarming defeat, today was a day of somberness and quiet reflection. Heroes died, one of which's parents lost a son. Miles looked on as The Hero Public Safety Commission entombed All Might at the foot of a statue of him Tokyo Memorial Cemetery just outside the capital. The city was shut down along with most of the country save for power and water. The trains only ran half a day, miss them and you were SOL and had to taxi. "I may not have saved you all, but I will avenge you."

1

[Tokyo General: Miles and Enji's room]

Aftermath… this sucks…

Miles and Enji had their own room, in what seemed like a cruel joke their beds were directly in front of one another. Miles woke up every day to his failure, Endeavor was going to have to retire because of him. Their room was big enough for two beds, which they both occupied, and four guests, two each. Redwood paneling covered the walls hiding oxygen and other medical equipment behind them. The floors were tiled in an off-white beige color. They had a panoramic window to Miles' right and Enji's left overlooking the city they swore to protect another cruel joke.

Miles could hardly look at his partner, Enji could not see him but knew. "What do we do when we fall Miles?" he told him every day, "We rise, no matter the pain or loss we rise." It was ironic, Miles could not do that now, even if he tried, he was paralyzed from the waist down. "Just shed your body already."

"I've told you before I cannot just do that, especially now!" Miles barked back, "Our DNA mixed and now I have to fucking wait till that bastard's poison runs its course." No matter how tight the seal on his suit was, his battle with Goblin broke his skin and micro tore his uniform. It only got worse from there when Goblin snapped his spine like a toothpick over his thigh. His back was exposed and bleeding from the break and Goblin purposely cut himself dropping his DNA in Mile's wound.

Enji just crossed his arms as his wrapped face was pointing towards Miles, "Well this sucks." Miles exhaled in agreement. "You are a terrible roommate."

"Yeah and I am tired of guiding your big ass to the bathroom," Miles said in a humph.

"You would let a poor old man disgrace himself?" Enji gave a knowing smirk.

Miles was chuckling now, "You already know where the bathroom is, I've seen you get up and head there counting your steps." In truth, Enji hated seeing or in this case feeling his partner feel sorry for himself. Self-loathing was his thing, he was the dark and broody one, Miles was the jovial, jolly side of their partnership. "You really do care about me huh asshole."

"More than you know prick." Enji gave a rare smile as their door opened with Enji sniffing the air, "That cologne, 'Wanted by Azzaro' hello Dr. Downing."

[Musutafu: Morales Home]

Miles was still in the hospital, Burnin' would visit him every day but she found herself more and more needed here. Before the USJ Incident, she had come home early, part of her wanted to catch her little deviants going wild but was only met with the wailing tears of Mei. Like most women would think, she thought Izuku had hurt Mei.

Oh. How. Wrong. She. Was.

Mei saw her in her doorway, "He has eyes for someone else." Rejection, she was in a way, ready for that outcome. Mei had confided in her that Izuku saw her only as his sister to which she had to admit stung like a bitch!

She could not be mad at Izuku better to tell Mei the truth than lead her on, Miles did well in telling him to be direct. But right now, she was not Burnin' the sassy, take no shit hero, she was Kamiji Moe, the person behind the heroine. She went out to the corner store and came back with several pints of ice cream and other junk food. "I know a little bit about rejection." That night through unhealthy amounts of junk food Moe became mom.

Now, she had to teach her two charges about grief and loss, Izuku did not like to stay at home. Satō was killed right in front of him and he was powerless to do anything about it. Mei saw it through his eyes via the AI recording it, how could Izuku not be affected. Her heart bled out for the boy she loved more than anything. Izuku in turn, just focus on training more, never again would a tragedy like that befall any of them again. He was going to be the best, better than all of them, even his beloved sensei. She tried to reach out to him, but he refused her. "Miles, he needs you more than anything right now," Burnin' whispered to herself as she put the thought away. She could go full heroine on him but that would not solve anything.

"I will be home late, Ms. Kamiji," despite the trauma he endured, Izuku never lost his sense of respect. It was not because she was going out with his sensei, but he had seen her in action. Burnin' talked the talk and walked the walk.

"Izuku." The young boy paused as Kamiji embraced him, "Do not lose yourself in this." Izuku returned her embrace, "I know what its like to be powerless, I saw my first boyfriend die at All for One's hands." Izuku paused, "Yeah, ten years ago I was with Endeavor." Izuku paused and broke his embrace with her, "I lost myself in what you are doing right now, 'no more, I won't suffer a loss like that again," Izuku's mouth went dry, "Sounds familiar, yeah, I lived in that darkness for a decade, thinking I will never get out." Izuku eased his tension, "Please Izuku, for tonight, just trust me please." Izuku relented as did his emotions, Moe took his hand and they went back inside.

[Unknown Location: Goblin Central HQ (Formerly All for One Base)]

Shigaraki was in a coffin-like container, Goblin had enough of his bullshit! He cut off his hands then cauterized his wrists thus proving he was utterly useless. Goblin thought that he could level up his quirk but he either had a mental block, or the quirk only worked with his hands. He concluded Shigaraki was the former, but testing his theory was amusing at least. Goblin sighed, as his hand traced the window looking in at the young man. "I kinda ran out of nomu." Goblin gave a coy grin, but I learned a little secret from All for One. "Your grandmother was the 7th user of One for All, meaning her body must have been quite durable." His fingernails moved with each nail tapping the window in a synchronized motion. "You will become perfection." Goblin gave Shigaraki a devilish smile then pulled a lever with a cackle.

Goblin left the screaming Shigaraki as he exited the soundproof room with a heavy metal door slamming shut. In front of him was the multiversal gate, with all pieces in place the machine hummed and sparked as it whirled to life. It was massive with The Tachyon Redistributor making the bulk of it. It was at least 6 meters high and 3 meters wide. Beside it was a large circular structure twice the size of the main portion of the machine. The center of the circular structure bursts in brilliant light as energy gathered from its frame then shot into it. Goblin smiled as he made his way to the monitor on the Tachyon Redistributor. "Recruitment time." He cackled as a keyboard unfolded from under the monitor and rose to meet Goblin's hands. Numbers and windows into the multiverse reflected in his eyes as he tapped away.

[Tokyo: Tokyo General]

Dr. Downing was the center of both heroes' attention as he made his way to Miles. "Doc?" Miles said in English as Dr. Downing had the look of a mad scientist that was ready to start a new experiment. "Doc?" Dr. Downing began to chuckle evilly as he pulled out a syringe. "DOC!" At that moment their room door bursts open revealing Muriko. Her eyes narrowed as they met Dr. Downing's who mirrored her actions. "RUMI!" At her name, she dashed forward as Dr. Downing stood up a blue aura seemed to spark around him. No gestures, just a stare, Muriko froze in place as the good doctor cracked his neck. Muriko could not move as she was once again trapped, her eyes went wild. She could not speak, she could not yell or call for help, her body then moved on her own. Her mind was panicking as she then grabbed a chair and then sat down.

"I am going to release you, do not attack me," Dr. Downing said with his arms behind his back as he looked at her examining her like a piece of art. "You are a magnificent creature and quite beautiful." Muriko snarls and grits her teeth as he walks away and back to Miles. He begins to chuckle pulling out his syringe as he releases Muriko who charges. Dr. Downing sighs, as Muriko connects with her kick only to be knocked back and off him, "Told you." Shocked Muriko tries to fight whatever is holding her back.

"WHAT IS THIS!" Muriko roars as Dr. Downing just turns his head towards her with a smirk.

"I turned your own body against itself." Dr. Downing shrugs, "Now if you would sit there quietly I need to fix Spider-Man." Rumi raises an eyebrow as Dr. Downing now has the syringe floating above his palm. Miles swallows hard looking at the doctor with an insane look in his eye. "The sample you gave me proved fruitful and here is the results of your labor." The syringe hits Miles in the neck and unloads its bounty as Dr. Downing lifts his clawed hands in mad laughter! As the syringe pulls itself out to which Miles vomits into the side of his bed into a trash can.

"ARGHH!" Miles began to groan as his eyes and body goes opaque, "I HATE THIS SHITTT!" Muriko watches Miles as he begins to shed his body, her eyes widen as the guy she dated fell out of his body and bed, "Don't touch me!" Dr. Downing releases Muriko who was now at the doctor's side. In moments Miles returns to normal and is reborn now 6'3.

"That's so sick!" Muriko says with her eyes widened impressed as Miles now stood tall. She then looked at Dr. Downing, "What did you do?"

"Nothing really I just purged the imperfect DNA." Miles and Muriko look at him, "The reason Goblin could impair your quirks, well, powers, was that the formula he originally made was pretty much flawed." He then turned to Muriko, "As for your next question, my quirk is called Blueshift, I essentially control electric and magnetic currents, man-made, natural, and the human body's." Dr. Downing smirks proudly, "But where are my manners, my name is Dr. Jacob Cruder Downing."

"So why were you acting like some crazed mad scientist?" Miles and Muriko ask him at the same time.

"I love theatrics?" The doctor shrugged to the blank stares of the two heroes and Endeavor who just laughs. "He gets it," The doctor points at him, "Good choice to retire old man." Endeavor stops laughing, "I working on…"

Endeavor cuts him off, "Don't Dr. Downing." Endeavor had already accepted his fate.

Now fully recovered Miles, Muriko, and Dr. Downing sit down in the hospital cafeteria. Dr. Downing let out a breath, he had holding it in, diving head first into his work, "He was my best friend." Miles and Muriko see all the heirs he had put up vanish before them leaving him exposed. "I resigned from STELLAR Labs, after that day," Yagi meant more to him than he let on, "Toshinori never minded my idiosyncrasies, if anything they amused him." The doctor let out a small chuckle, "We met when he saved me from my own experiment, I wanted to be able to help stabilized those with volatile quirks from hurting themselves." The doctor then broke down with Muriko wrapping her arm around him.

[Flashback: Downtown Kyushu: 3 years ago…]

She knew where he was coming from, she too lost her best friend at the beginning of her career. Takami Keigo was his name, they went to the same hero academy in Hiroshima. The two were inseparable and instant friends, when they graduated they became partners solving several cases throughout Hiroshima and the neighboring suburbs and towns. That was when the first version of the quirk enhancer drug Trigger first surfaced. Everything that could have gone wrong- did, the raid, the plan, the fact these nobodies had pathetic quirks.

Rumi and Keigo were the most seasoned heroes out of the bunch from Kyushu Agency. 'Never sample your own product' was a rule most suppliers followed but these nobodies did not. Long story short, Takami Keigo, Hawks, was skewered with his own feathers. One of the thugs had a telekinetic quirk, with Trigger, it became overclocked, and turned Hawks' own feathers against him. Rumi had barely taken down her villains that were hopped on the drug, she double-backed when she saw her best friend leave this mortal coil. Before she could take out his killer, his head exploded, the bastard overdosed.

[Flashback End.]

"Thank you Ms. Muriko, I am a hot mess." Dr. Downing gave a mousey smile as he bowed his head.

Muriko shook her head, "No, you are mourning a friend." Miles placed his hand on Dr. Downing's shoulder agreeing with Muriko. They stayed there in the cafeteria for a few hours reminiscing about Japan's #1 hero, well mostly Muriko and Downing, Miles only knew the guy for a few months.

2

[Unknown Location: Goblin Central HQ]

Fly, fly away…No glory…

The multiversal gate was now calibrated, the energy within the circular structure glowed a steady blue in a whirling wormhole that led into the ether. In a flash, a man in what looked like emerald green flight gear shot out and slammed into a wall. Goblin cut the connection as a thread of web dropped on the ground then instantly dissolved. Gate secured, Goblin walked over to the man in the flight gear.

The man groaned then opened his eyes, he blinked once, "HOLY SHIT!" The man's gear was critically damaged rendering him helpless and at Goblin's mercy. "I am not going to be some creature's lunch!" He pulled out two pistols from his side holsters and fired upon him unloading the clips. His eyes somehow widen further as Goblin just stared at him, the bullets did nothing. "Oh shit." The man swallowed he knew this was it.

"Calm down Vulture," Goblin crossed his arms casually observing the shocked look in his eyes. "Welcome to Japan and if you are really good, I just might make you a general in my army."

"Who or what are you?" Vulture stared at the monster who called him by his villain name. "How did I get here?"

"Well I am, was, Dr. Norman Osborn, and I pulled you into a different universe," Goblin then pointed at the multiversal gate, "with that." Vulture looked at the gate and at the blue wormhole losing himself in its light. "Do not stare too hard or you will probably go insane," Vulture shook his head snapping out of whatever bewitchment he was in, "then again, it would probably be quite enlightening."

Vulture removed his flight helmet revealing a rather young light skin looking, a 66-year-old man. His hair was still light brown no dye and cut short, he was balding revealing his hairline resembling a high widow's peak."You said you 'was' is the undead a thing here?" He was in great shape for his age, handsome with his slight wrinkles only enhancing his strong appearance. His eyes were a pale gray giving him a fierce gaze. Besides his green flight gear, he wore a simple dark brown bomber jacket and dark army green compression flight pants.

"Mmm, yes and no, the former, maybe, honestly it matters not," raised his eyebrow up while closing his other, then switched them, "let's say the former owner, yeah, let us go with that, had a doctor who specialized in reanimation and cloning," he then began to laugh, "I am the result of his final creation that turned on his masters." Goblin's laughter suddenly ceased his eyes completely focused on Vulture. "Get the picture?" Vulture swallowed hard and complied.

[Musutafu: Downtown]

Vulture was only all too happy to leave the base, in truth Goblin was a bit unsettling. The monster towered over him, he was only 5'9 on a good day, Goblin was almost 8 feet tall. Despite his grotesque appearance, the monster knew mechanical engineering and had merged the schematics of what he called his Goblin Glider into his tech. Now if you were not actively searching for him, you would only feel the gust of wind he left behind. He was glad Goblin did not spot his newest creation when upgrading his flight gear or he probably did but deemed it not worth examining.

Vulture Flight Gear (VFG)V.2 kept the emerald green color scheme, gone were the two VTOL (Vertical Take-Off and Landing) turbines and in their stead four smaller, efficient bladeless ones. The wingspan went from 34 to 40 feet with the added glider tech reinforcing its armor plating. In actuality the flight gear only needed 25 feet to fly, the extra 15 feet were for the 'feathers' that acted like explosive bladed projectiles, they had their own propulsion and homing capabilities. Each of the 12 bladed feathers had 2 explosions within them and/with a sacrificing third that sent shrapnel flying for maximum impact. The gear also had a secondary jetpack just in case the wings needed to be sacrificed and/or discarded for escape.

To Attached to VFG V.2 Vulture wore an exo-suit that enhanced his overall abilities of strength, speed, endurance, etc. On his gloves and feet where retractable hooked talons for close combat scenarios, he also could lift about 5 tons with the talons on his feet. His flight helm remained very much the same with only upgraded HUD (Heads-Up-Display) and communications.

"A new Spider-Man huh?" Vulture mused as he silently glided in between buildings and overhangs. "'His' Peter Parker is dead, huh," He suddenly pulled up halting his momentum then hovered in place. A small grin came across his face, "Gotcha."

Prodigy was patrolling downtown, well more like improving his web-swinging, practice made perfect. He loved the feeling of the wind flowing through his suit's intakes. To conserve energy and improve AI functionality. Mei had made the armor breathable and doubling as an air cooling system. Prodigy did not hear him making a beeline for him. The two collided in the air as bullets bounced off his armor, who, where, and what in the actual hell was this! Prodigy's mind shifted into overdrive, his strength enhancers went to the max as he kicked off his attacker! He fired a web pulling himself and an awaiting kick into his new foe!

[Identity: Adrian Toomes; villain: Vulture]

Prodigy saw his suit's AI dossier identifying him.

[Warning: Vulture is not from Earth-1610, DNA required for further details.]

"What?"

[Miles Morales is from Earth designation 1610.]

"Okay, I have so many questions but what kind of DNA do you need?"

[Blood preferably] at this Prodigy cracked his neck then fired another web as his spider-legs unfurled. Vulture eyes widened under his helm, 'shit.' Prodigy pinned Vulture's arms and legs with each extra appendage. Prodigy then saw his foe's wings flap forward and fire off bladed projectile at him. [Switching to AI control] Prodigy felt his body being overridden as he spun, dodged, and push forward towards Vulture.

"It's like a pseudo-Spider-Sense!" It took a bit of a learning curve but Prodigy soon flowed in sync with the AI. Seizing the opportunity he zipped through an opening using the projectiles to build up his speed. Prodigy then flipped sending both his feet into the jaw of Vulture. The helm went flying off as blood splattered on his heels.

[DNA confirmed: analyzing….] As Prodigy shot past him he fired another web then pulled him back and slammed him into the concrete support. [Identity confirmed. Earth designation: 199999.]

Prodigy shook his head saying nonchalantly, "So sensei just randomly has an AI that can track what dimension or universe someone is from?"

[Yes, a gift from Gwen Stacy, Spider-woman aka Spider-Gwen]

Prodigy smirked underneath his helm, "Well that's convenient."

[Yes.]

"Indeed," Prodigy gave an approving scoff.

All of Vulture's air left his body as at least three ribs cracked as Prodigy attached him to the support with his webs. [ALERT!] The AI took over causing him to flip above Vulture sticking to the support, as the bladed feathers were coming in hot. Several more flips and dodges the projectiles followed Prodigy as he encircled Vulture with each projectile embedding themselves into the support. They shook and vibrated trying to free themselves from the building. [ALERT!] The AI then forced Prodigy to leap off the building and dive. An explosion soon followed afterward freeing Vulture from his captivity. The feathers then spun around him then reattached to the main engine's frame. Prodigy shot out a web then swung around then up as the Vulture blasts past and underneath him.

"I'mma KILL YOU SPIDER-MAN!" Vulture could not find Prodigy as he halted his wings flapping. It was mostly, well, all theatrics, he did not need to 'flap' his wings the VOTLs kept him in place. Prodigy then webbed up his engines as suddenly Vulture dropped like a rock. It was then Prodigy came to the conclusion.

"This guy is joke!" Prodigy then heard two loud crashes as Vulture then reappeared staring at him his jet pack causing him to hover. "At least that's more efficient." Vulture's eyes were ablaze as he charged him. "Just stop." Prodigy was no longer taking him seriously, "Where's Goblin?" Prodigy was done with this fool, he web zipped to him then bounced off him with a kick. Vulture felt his body fall then get pulled back up into another kick.

"Screw you Spider-man!" Vulture called out as Prodigy pulled then sent him flying into a building. The jet pack blasts its afterburners releasing Vulture from his constraints. With a roar from the man, Prodigy heard something backfire then shoot past him and attach to Vulture. "Goblin wants you dead and I intend to deliver!"

Prodigy web swung past a building, he had to end this quickly and get back to his sensei. Vulture was on his tail as he continued to swing then he spotted something, "PERFECT!" Prodigy shot a web twisting in the air facing the villain then sent out four webs, which they attached to his chest. With another twist, "KACCHHAN!" Below them was a blonde spiky-haired kid who grew angry at the nickname. "CATCH!" Bakagōu then noticed that Prodigy had something in his webs. A villain.

"Can't handle this Deku?" Bakagōu gave an evil grin as sparks ignited in his hands! The blonde leapt into the air meeting Vulture head-on, "DIE!" The explosions connect and launch Vulture back at Prodigy. The young protegé shot his webs attaching them to Vulture again, with a spin he launched the villain skyward in a flip. As Prodigy looked downward at Bakagōu who suddenly knew what was coming. "DON'T YOU DARE!"

Prodigy's helm went down revealing his face with a clever smirk, "I can get you up there faster," Bakagōu shook his head 'no', "I know you want more!" Bakagōu hated himself and Prodigy at that moment, he wanted this, he wanted more, two webs and he bowed his head. More than anything he wanted this, saliva filling his mouth in expectation, his bloodlust was getting the better of him, he wanted it with every fiber of his being! "Let's go FIREBALL!" In an instant Prodigy used his momentum as he spun mid-flip and launched Bakagōu after Vulture! Prodigy fired another web with it attaching to a building, he pulled increasing his upward momentum. He blasts past Bakagōu firing another web at him, with another pull the blonde's momentum increased drastically.

Bakagōu reached his target as he gathered everything within him and cut loose. The feeling was organismic as he released all his power into the Vulture who tried to block with his wings. Six of his bladed feathers erupted leaving his left-wing emptied. "HEY! I wanted to give those feathers to Mei!" At the mention of his sister, Bakagōu went flush. The blonde kid had a major crush on the pink-haired girl, his goddess. "I understand you had to but…"

"Shut up Nerd! I got this!" Prodigy knew this would work on him, he knew of his crush on Mei. Though Mei's feelings were for Prodigy she did not mind Bakagōu's attention. Properly motivated, Bakagōu launched himself at the man nailing him with a right cross. Using his quirk he blasted over Vulture and landed upon his back, "Where to blast?" Bakagōu was frustrated he wanted to disable the gear for his goddess. "What would that stupid Deku do!" He felt his hands, they were sweating, he spots a seam and then another, "THERE!" He filled the seam and its twin, and then ignited it! The wings fell, disabled, "NERD CATCH THOSE!" Prodigy smiled under his helm, he wrapped them up and attached them to a building and out of the way. Bakagōu then leapt off Vulture as a purple cloud engulfed him and he disappeared. Prodigy caught him and they landed atop the building that held the wings. Bakagōu and Prodigy went to the side of the building and together they brought up their haul.

"Your goddess will love these," Bakagōu gave a slight blush and looked away. "Thanks, Kacchan." Bakagōu just gave a grunt his mind on Mei, "Com'on." Prodigy called his mentor for a pick-up. Bakagōu then looked at Prodigy, he was a fan of Spider-Man, Prodigy's mentor. But before his mentor could arrive police arrived on the roof they were on.

"Ah Shit." They both said in unison as they raised their hands. His mentor heard the cursing and the orders by the police over the commlink. He then switched over and asked for a favor.

As soon as the two teens knelt down on the roof they heard a loud thump. The police then backed up, "Whew, here you two are!" Prodigy and Bakagōu did a double-take as they both saw Muriko addressing them. "I swear, I turn around to take care of a robbery, and bam a villain attacks you on patrol." Bakagōu was going to say something but Prodigy nailed him in the gut with a discrete elbow. His partner in crime got the message and swallowed his pride. "Sorry officers, these two are my work studies." The officers looked at each other then back at Muriko.

"Ms. Muriko we're sorry he just came out of nowhere." Prodigy began.

"Yeah, I was taking the ground while web head here took the air," Bakagōu added.

"Well a hero has to be prepared for the unexpected, are you both alright?" Muriko said tapping her foot hurrying them to answer.

"We're fine, I called, SENSEI!" Prodigy eyes brightened waving at his mentor. Muriko and Bakagōu look up at him as he twisted his body to the awe of all when he did a backflip landing in a 3-point pose his head looking up and his lenses narrowing and expanding. Muriko cheeks flushed as Spider-Man then stood tall, Bakagōu had a cheesy grin as he walked towards his hero. Spider-Man met him halfway suddenly his lenses narrowed causing Bakagōu to halt his advances. "Sensei he got that villain's wings."

"Wings?" Spider-Man then looked at the monstrosities wrapped in the web. They were more mechanical with VOTL engines instead of just artificial feathers. "Blackie Drago." He then looked at Prodigy who instinctively gave him a SITREP. Spider-Man's lenses narrowed and then he looked at the police, "Endeavor Agency will take it from here." The Police nodded and exited the roof leaving Muriko, him, Prodigy, and Bakagōu.

"Hey!" Bakagōu called out only for Spider-Man to shoot him launching into a wall. Bakagōu's eyes widen why was his idol attacking him?

"What-the-douche I believe your name is," Spider-Man said his lenses still very much narrowed. Muriko looked at him in shock as did Prodigy.

"Miles." Muriko said in shock.

"Sensei what are you doing to Kacchan?" Miles ignored both of them as he removed his mask storming towards Bakagōu. The boy struggled, he could not even activate his quirk.

"You're the asshole, the disgrace to the establishment." Miles was now face to face with the boy. His view of his hero being shattered, why was he so angry? What did he mean? He saw his hand point at Prodigy who was now in his civies. "Get it now, douchebag?" It finally clicked, Izuku aka Prodigy was his protegé, of course, he would know. Bakagōu bowed his head in shame, "I saw all his injuries that day, I followed him to see how bad it was." Izuku and Muriko eyes widened, Izuku felt his emotions getting the best of him. Miles cared about him, his body then moved on his own and he dashed in between the both of them.

"Sensei please." Izuku's eyes were watering his arms spread to the sides. "Please, with great power." Miles took a breath, his protegé disarmed him and his anger vanished, "He's trying."

"Shut up Deku!" Bakagōu was not liking him defending him, but then he whispered, "I deserved this." Miles heard the sincerity in his voice, Bakagōu was trying to change since The USJ incident. He and Shoto had tried to stop Satō, but the bastard overdosed on sugar then ran head first to save Prodigy, Mineta, and Tsu. Seeing his classmate die, the reality of what he had become hit as the last thing he remembered was him calling him an extra in class.

His death broke him causing him run away from home a bit briefly he had to be alone and refocus. Satō's death-haunted Bakagōu, he to get his act together, for what he was- was not right nor was it heroic at all. He was going against his own very nature, Bakagōu remembered Spider-Man's speech at the entrance exam. 'With great power, comes great responsibility' but it was the second part that resonated with him the most, 'The greater the power, the greater the responsibility.' Unknowingly Bakagōu said his thought out loud and Spider-Man heard him.

"Do you understand its meaning or are you just fanboying Bakagōu?" At this Bakagōu's head shot up in a panic. Miles now had his answer as he freed the boy.

He looked at Prodigy then fell to his knees bowing his head as tears formed in his eyes, "I'm a monster, I-I am not worth it, but I am so so sorry." Bakagōu words cause Prodigy to trip and fall on his ass. He apologized, he actually apologized, who the hell was the boy in front of him.

[Musutafu: Miles Home, one hour later…]

Izuku, Katsuki, and Miles arrive at The Morales Home via a hover hauler, Endeavor had more connections than he let on. 'I could have used those connections to upgrade my equipment,' Miles briefly mused then shook the thought away, 'No, mi mija's babies mean more to me than some connection.' Mei is first out the door as she spots Miles and Izuku, she then spots Katsuki who is looking to the side a slight blush in his cheeks. She then looks at the boy that she loves more than her own 'babies', her face hardens as it returns to Katsuki.

"What are you doing here bully-san?" Mei asks her voice cold as ice, Izuku cringes her words piercing him deeply. "Otou-san why is he here, he…"

"Brought you something, mija," Miles moves to the side as the hauler unloads the flight gear. Her eyes brighten but then narrow, "Mija, don't."

"He tormented him," Mei points out as Katsuki takes a breath, hearing his goddess speak his sins is too much.

Miles shook his head, "Mija, things change, people change."

"But."Izuku cut her off.

"Mei, he apologized," Mei looks at Izuku, "he does not do that." Katsuki was fighting every instinct to return to his old self. He's shaking, "Look at him Mei, " Mei turns her head to Katsuki who is visibly shaking. "He is fighting his very personality."

Mei looks at Katsuki her head steady scanning from side to side taking in his every emotion. He bites his lower lip as he swallows the profanities he wants to unleash on the world nondiscriminatory, "Breathe." Katsuki's world abruptly halts, his anger dissipates as he takes a breath. Instinctively she gently touches his temples bringing his forehead to hers, "Just breathe." Katsuki eyes tear up as he nods his head as he breathes shakily, "Let go." Mei then embraces him as Katsuki breaks down.

"I know I am a monster," Katsuki began, "I let him die," Katsuki, "I could have stopped Satō, Todoroki had them but no my pride." His tears continued to flow, "I saw him eating cake after fucking cake! BUT I HAD TO SHOW UP ICY HOT!" Mei places her hand behind Katsuki's head pulling him down. "I was stronger I could taken the blast," Mei shook her head no, she had analyzed the bomb afterward Endeavor gave her access. In fact, it was the former #2's agency that handle the aftermath.

Mei shook her head 'no', "No, you would have met the same fate."

"Better me tha…" Mei slapped him before Katsuki could finish his statement.

"BAKA! All life is precious, good, evil, neutral, no one life is worth more than the other, Otou-san believes that so should you!" Mei huffed, "You want to repent fine, then continue to change for the better, I know Otou-san is your hero, follow his example!" Mei then kissed Katsuki's forehead, "Or quit UA and leave everything you love behind." She then went to the flight gear leaving Katsuki speechless and in a daze.

'My goddess kissed me!' Katsuki's mouth was agape trying to process what just happened. 'I have her blessing!"

"Oye!" Mei called out to the dazed love-struck boy, "Snap out of whatever fantasy you are having of me and get your ass over here Kat!"

"Nyaah?" Katsuki meowed absently, Izuku and Miles covered their mouths as they held back their grown laughter.

"Yeah right nyaah." Mei said without missing a beat, Katsuki meowed again he had no idea why! Mei then looked at Miles and Izuku she gave them a smile along with a peace sign. Katsuki then helped Mei, rather he lugged the equipment to her lab as she whistled her hands behind her back following him in. 'At least he's strong, and that nyaah, hehe.'

'NYAAAH! WHY THE FUCK DID I NYAAH?' Katsuki thought his eyes darting left to right in utter confusion.

"That work station over nyaah Kat," Mei pointed to, her voice emphasizing the word 'nyaah' and lingering on the word 'Kat', her main workbench in the center of the garage. She giggled to herself as he hastily and carefully placed the gear down. 'Heheh, he likes it.'

'Nyaah, nyaah motherfukka, I'll be your kitty kat,' Katsuki had accepted his fate, Mei then rewarded him for his trouble embracing him from behind and kissing the back of his neck. "NYAAAH!" She made his hair stand on end as Miles and Izuku fell to the ground doubling over in laughter effectively losing their collective shit!

[Unknown Location: Goblin Central HQ]

Vulture landed on his back in a grimace as he fell through the purple warp cloud. "You failed." Vulture growled as he rubbed his injured back, he felt his age as he gave up on getting up for the moment.

"This Spider-Man is clever."

"Spider-Man?" Goblin laughed at the absurdity of his statement.

"Yeah, the color scheme, those extra mechanical arms, the WEBS, yeah that was Spider-Man." Goblin laughed harder then suddenly brought his hand down over his neck.

Goblin got in real close to his face, "That," Goblin said through gritted sharp teeth, "Was. Not Spider-Man."

"What the hell you mean? He had to be!"

"No, you tin foil turkey!" Goblin snarled and snapped his razor teeth at Vulture turning him pale. "You were defeated by his protegé, Prodigy." Vulture eyes then narrowed at Goblin's next statement, "A 15-year-old boy completely and utterly defeated you!" Goblin released Vulture and bellowed with laughter, "Normally I would kill you and send what remained back to your universe!" Goblin howled, "But that look is the only thing keeping you alive, don't fail me again!" Vulture nodded only for Goblin to grab him by his head, Vulture struggled as Goblin pick him up by his head. His hand glows green as he healed his injuries then dropping him like a sorry sack. "Now get the fuck outta here!" Vulture nodded and exited the base. "Idiot, I guess every army needed one, a sacrificial pawn in this game of chess."

Goblin then activated this multiversal gate, "Back to recruitment." With a few keystrokes he peered into the multiverse hopefully he would find a better class of villains. "Oooo, you should be fun," Goblin tapped a few keys as the machine whirled to life grasping its target.

3

[Tokyo: Business District, Night]

As a phoenix…

Vulture's wings were clipped, he had his jet pack but his flight gear was gone. "This is some bullshit, some child beat me?" He was no longer the super-villain Vulture, he was just another face in the crowd, Adrian Toomes, tourist. "A child I'm grown-ass man!" He then remembered his Spider-Man, "SON OF A BITCH!" His talons sprang forth as he ripped into something he was not supposed to. Out of the warehouse came out several Yakuza-looking mutherfuckers.

"Well," Adrian cracked his neck, "I really need to blow off some steam." He pulled out his pistols firing on the yakuza soldiers, his shots rang out headshot after headshot. The warehouse was a large area with a single control room in the middle of the room. The control room was raised with a single stairway leading up a single story to its entrance. He ran in fortunately and unfortunately for them, they had no powers. Adrian had the advantage of his Marine Force Recon training, he may have been beaten by two kids, but those kids had either special spider-powers or an augmented suit! Yeah, that was his justification! These gangsters were nothing!

Running on his own frustration and failure Adrian went to work dispatching and taking out the trash! Containers, crates both wooden and metal, along with various cars that ranged from ordinary to luxury littered the open floor plan. Talons soaked in blood Adrian tore into them without mercy or remorse. Igniting his jet pack the talons on his feet picked up various containers, cars, anything that he could use as a projectile he launched them. A wooden crate exploded upon a group of yakuza revealing something he was extremely familiar with- a Modular Sniper Rifle, or more specifically The Remington MSR-MK11. Adrian smiled as he blasts towards it grabbing in one fall swoop, it was loaded as he cocked it, checked the sight, calibrated, flicked the safety off, and went to work on the remaining gangsters.

Damn this felt good, was all Adrian could muse as the last gangster fell. Suddenly he heard the sound of clapping, he turned to face a man in a bird-like plague mask, "Humph,I see I found a kindred spirit." The masked man looked at him intrigued from his perch looking from the control room as Adrian took aim at him.

"American." The man said as he exited the room and made his way down a stairway to him. Methodically the man looked at his fallen soldiers, pity, "With training." The man was wearing a green bomber jacket with a purple feather-like fringe at the collar. He was slender with lean muscle underneath his black dress shirt and white tie. His pants were also black semi-formal with a simple hard leather belt and sockless white leather oxfords. "Thank you for proving that my men weren't shit." Adrian was not feeling what this guy was putting out, "What pray tell brought you into my place of business?"

"Honestly, after Goblin…" The man's eyes went wild, "That's never good."

"GOBLIN!" The man pulled off his glove activating his quirk, Adrian reloaded and fired obliterating his leg. "ARRGH!"

"Look I do not give the slightest whiff of a fuck about your operation, I just want to kill Spider-Man and go home." The man suddenly reformed his leg and ceased his actions. The sight did not faze Adrian, after Goblin, nothing ever will or would.

The man took a breath,"Spider-Man, then perhaps our goals align."

Adrian looked down his sight at the strange plague-masked man, "If you want him dead, then yes, I guess they do."

"Besides your skills, what can you offer?" Adrian pulled up his rifle and smirked at the man before him.

"Names Adrian Toomes, and what do you know about flying?" The man raised a brow.

"Chisaki Kai, but you can call me," He touched the ground as the floor exploded in what Adrian could only describe spiked death. "Overhaul." Adrian saw the floor then returned to normal, "And now I am interested American."

"Got a workshop?" Adrian gave a cocky smile.

"Right this way." Overhaul then touched the side of a hole Adrian made and sealed it from prying eyes. The two men then went deeper into the warehouse as heavy doors closed behind them.

[Musutafu: Morales Home.]

Three weeks later, Katsuki, Izuku, and Miles were sparring in his front yard, they were taking their sensei learning how to function as one. From his time as an Avenger, he knew a thing or four hundred about teamwork. He had to with his earth and pretty much his entire universe threatened on the daily from the likes of Thanos and Loki down to the likes of The Sinister Six. Izuku had turned off his AI protocols, for now, he could not be fully reliant on his pseudo-Spider-Sense, it was a support item not the thing that carried him. When he solo'd with Katsuki, the explosive teen was teaching him to be more battle aware. Katsuki had his weakness, but his surroundings and how to use them to go boom? Yeah, master level.

"Too slow!" Spider-Man leapt over Katsuki nailing Izuku with a kick, then pulled his hand back tossing the blonde at Izuku.

"Fireball!" Izuku caught Katsuki using his momentum spun and flung Katsuki back at him! Katsuki adjusted his trajectory as Miles' eyes widen.

"Shit!"

"You said it." Katsuki grabbed Miles tackling him to the ground making himself as small as possible. The impact knocked the web-slinger down followed by an explosion. Miles' eyes went to the back of his head, KO! "FUCK YEAH!" Katsuki cheered as Izuku ran to him.

"Told you it'd work!" Izuku raised his hand and Katsuki high-fived him. At that moment Mei came out of her workshop. Her eyes widen as she saw Miles on the ground.

"Holy shit you finally did it!" She ran to both of them then wrapped them in a group hug. She then kissed both of them on the cheek as a reward.

"Nyaah!" Katsuki meowed in surprise, it was so completely natural now. Mei smiled, she really loved it when he meowed.

"Come here!"Mei said as she grabbed a blushing Katsuki by the hand, "I need your help making a baby!" Katsuki lost himself as his eyes went wide, she wanted to have his child? Mei gave a little blush as she saw his expression go from surprised to acceptance.

"Um, do you want to get married first?" Katsuki and Mei stopped as the boy rubbed the back of his head looking away. "I would-d " he was now stuttering like Izuku, "I mea-an we, you and me," He was redder than a tomato, "WE'D BE FUCKING AWESOME PARENTS!" Mei's eyes went wide, then blushed as she lifted up one of her babies, "Ah fuck me!" He then remembered, she called her inventions 'babies'. He was almost purple now as he could not look her in the eyes now.

Miles had awoken to catch the whole conversation, "Eh Hem," he coughed as Katsuki saw him his arms crossed and a pissed-off look on his face.

"S-S-Sensei, I, um, you see, FUCK!" Katsuki surrendered and waited for a punishment that never came. He looked up Miles was fuming and Izuku blocking him and telling Katsuki to run even though it would be for not! Katsuki was not going to back down. "Screw it!" Katsuki proclaimed going into a broad fighting stance in front of Mei. "I am in love with her." His voice was steady, his arms were ready to drop the bombs on his forearms. "But you all already know that," Katsuki then looked at a blushing Mei, she knew but he never said it. He turned his head towards her looking at her like it would be his last time, "She's my goddess, I love you, babe." Mei fell to her knees covering her face.

"What makes you think I would let you take my mijita?" Miles put on his mask, his lenses went narrow. Katsuki closed his eyes then refocused on the man he viewed as his hero, now sensei. "I will not just let anyone do so."

"Lucky for you I am not anyone." Katsuki's hands sparked, "I am Bakagō Katsuki, and I. Will. Not. Back. Down." Spider-Man and Katsuki charged one another, Izuku was losing his mind! Each web fired a small explosion destroyed it before it got to him and Katsuki was closing the distance. Spider-Man dodged only for Katsuki to meet him with an explosion. It knocked Miles back, Katsuki was serious, shaking it off Miles charged sliding and crossing around Katsuki he sent a hard kick knocking him away from Mei. Katsuki fired off two blasts regaining control as his feet hit the cement wall, another blast from the soles of his shoes Katsuki made a beeline for Spider-Man.

Two web lines attached to his shoulders and Spider-Man slingshots himself forward. Cocking his hand back his strike is met with an explosive headbutt. Stunned Katsuki grabbed his collar, using his explosions he launched Spider-Man over his shoulder. The wall-crawler met the ground with loud BOOM! Spider-Man lenses went wide as his body bounced up only to be sent down with another explosion. "I LOVE HER YOU HEAR ME!" Spider-Man did as he was then launched into the wall Katsuki springboard off of. "I WOULD KILL TO PROTECT HER!" Miles hit the wall his mask destroyed, "Even from you." Katsuki's voice was heavy, his tears welling up in his eyes.

"I surrender!" Miles says his hand reaching out, "I believe you!" Katsuki stopped on a dime at Spider-Man's words, "I believe you." Katsuki was in tears, this hurt. "I had make sure." Miles whispered crawling towards him, "My mijita." He loved Mei as his own daughter. Katsuki dropped to his knees as Miles brought him into an embrace. "I love her too Katsuki, more than words." Mei ran towards Miles leaping atop both of them.

"Otou-san." Mei was in tears, "You…BAKA!" Why the hell would he do this? "Baka, why!"

"I think I made that pretty clear mijita." Miles laughed, "Ask her Katsuki."

"BAKA! You both are complete…" Mei pouted with unbridled rage, "IDIOTS!"

"Yeah, but I will be your idiot, I love you Mei." Katsuki got up and stared at her. "Over and over, without hesitation to be with you." Mei was shaking, "I confess and ask please be with me." Mei clenched her fists, they were trembling.

She then hit him with a right cross sending him in a spin."That's for Otou-san!" Two jabs then a left hook, "For you being a bully!" She then leapt into the air in a spin sending her heel down on his head. "For my…" She paused, 'I still love you, but… ' tears flowed from her eyes, "brother." Izuku felt that one and her thoughts as he let out a sigh, she made her decision. Mei then picked up Katsuki by his hair, "Kat." Katsuki then looked at her as she then knelt in front of him placing his head on her lap. "You're a bastard!" She shook her head, "This is so fucked!" Her hands then gently stroked his hair like he was a cat, her Kat. "I do not love you." Katsuki closed his eyes trying not to cry, "But." Katsuki turned his headup only to meet the lips of his goddess. She pulled him deeper then broke it, "Are you sure you want to be my Kat?" Katsuki reached up to her and brought her back to his lips.

"Nyaah," Katsuki meowed softly with a small smile as Mei wrapped her arms around him.

"Now don't anything stupid like challenging otou-san AGAIN!"

"I cannot promise the first part, I haz a bit of the dumb." Mei bursts out laughing pushing him off her lap softly. "But as for sensei, other than training, I won't that I promise."

"Hijio de pendejo {Another way of saying dumbass}" Miles groaned, "Welcome to the family kid." Izuku helped his sensei up then looked at the happy couple. Miles then looked at Izuku, "And when the hell am I going to meet your girlfriend, shit."Izuku laughs, "You are supposed to be my protegé and all!"

"You will sensei you will, she anxious to meet you too, but you've been busy at Endeavor… err. Morales Agency now." Spider-Man shook his head 'no', "Web Agency? Spider Lair?"

"It will remain Endeavor Agency till his youngest takes over, Natsuo doesn't want it, but he will run the finances for Shoto." Izuku looks at him surprised, "I never planned on running it," Izuku's eye then went wide with concern, "I am not leaving, this, this, is my home now, you are my family, and I plan on marrying Moe."

"Yes." Miles and Izuku look at a grinning Kamiji Moe, "So we gonna go right now, I believe the courthouse is still open."

"You serious right now? Just like that? No planning, just…" Moe silenced him with a kiss.

"I love you Miles Gonzalo Morales and I want to spend the rest of my life with the man spider I love."

"That last part is a horrible mutation my mentor went through for about six months." Moe shuddered at the thought, "But I get the point. For real no wedding?"

"I mean we could do a small ceremony at Endeavor Agency, heheeh," Moe started to giggle to the disturbance of Miles and Izuku, "That would be hilarious!" Miles looked at her and then she whispered in his ear.

"Oh yes I am 1000% for that!" Miles then turned to Izuku, "Be my best man?" Then the waterworks started as Izuku smiled and frantically nodded his head 'yes'!

[Tokyo: Business District]

From several underground facilities that feed into the city swarms, flocks? An Army of Vulture Gear Yakuza covered the city streets before taking to the air. The city held its breath as they all began to circle the city as if it was carrion. The yakuza in the gear were in a solid emerald iridescent green battle suits. Their wings were attached to their backs with sharp shinning feathers attached to the armatures which contained vented afterburners that served as stealth propulsion. From atop a building Adrian Toomes stepped out from a roof access. Gone was his bomber jack and flight suit, replaced with formfitting plated body armor. It seemed to pulsate with whitish purple energy from armor seams that traced his torso and outer extremities. "I knew I'd crack that Chitari engine, I just needed the right tech." Toomes then flexed his back as silver armatures shot out of his back, "And the tech is advanced enough to do it." The armatures then seemed to click and whirl as green armor plates then extended from his back covering the armatures. His body then pulsated rapidly as plates shot out and combined into metal feathers. The feathers swirl around Toomes as he takes flight through the ring vultures. Now hovering the feathers latch and attach to the armatures as Toomes flaps his wings slowly.

TOKYO UNDERSEIGE!