So...I just watched Endgame a couple hours ago. For the sake of avoiding spoilers and not gushing too much I won't say anything, but I would suggest you guys watch it as soon as it comes out for you.

Anyway, this chapter was somewhat difficult to write, as expected. I like writing the beginning and ending but the middle part with the actual fighting? Yeah, pretty hard. Thankfully I can avoid big heavy action scenes right now and we split off into the five main arcs starting from here. We'll talk about that later.

Also, the MJ/Matt votes are pretty much half in half. Half believe it'd be awesome and the other half think it's dog crap and would ruin the fic. Gotta love that split mentality.


Aracely woke up to screams.

Sitting up with a gasp, the young girl looked outside the dark room in a panic, "¿H-Hola?" She could hear screaming...but it wasn't screaming. It was panicking, crying, voices reaching out over one another into her thoughts. Aracely pressed both hands to her head and whimpered, "¿H-Hola? ¿Doctor?" The doctor would be able to help her. He was kind and always smiled, even when he was sad.

Aracely set her feet on the ground and shivered when the cold floor met skin. She grabbed the side of the bed to pull herself up and tried to ignore the screams. The room was dark; darker than it'd ever been when she stayed here. She didn't like the dark, "Dónde...?" She had to find the doctor. He would give her medicine so she could sleep, help her stop hearing the screams.

She was weak. Every step shook her and she had to grab the wall to keep from falling. Aracely panted and blocked her ears to cover the screaming, but she knew it wouldn't do any good. It wasn't really screaming.

She opened the door and looked around. The hall was dark like her room and she knew that wasn't normal, "¿Hay alguien aqui?" she called out. No response, just more of the screaming not screaming. Aracely whimpered again and walked down the hall. She smelled smoke in the air, like when the people who took them burned someone in front of them teach them what happened if they tried to escape.

The nice people gave her a private room here, said that it was for privacy and so that she could be alone after what she went through. They thought being with others would scare her, but it was the opposite. All those days in the crate, all those screams and and begging, and the only thing that gave her comfort was that she wasn't alone. Some of them had even tried to comfort the others and she remembered a girl her age who cried against her shoulder and said she just wanted to see her parents again.

When the last voice disappeared and she was all alone with nothing but her thoughts was the first time Aracely had cried too.

And then the screaming stopped and Aracely was plunged into silence, "¿H-Hola?" She wanted someone - anyone - to respond, but there was nothing. She grabbed the door leading to the outside hall and the smell of fire became almost overpowering. Aracely coughed and her eyes watched as smoke wafted in from the windows. The hospital was burning.

Taking a deep breath, she quickened her pace to the stairs. She had to leave.

The floor in front of her exploded. Aracely screamed and stumbled back as a man in a suit crashed through and landed on the leftmost wall, "Huh, pack a wallop..." he whispered as he stood. He was tall, easily towering ever her on her tiptoes, with pale white skin and hair and teeth as sharp as a shark's. His suit was covered in dust and tears, but there were no wounds on him.

And then he turned to Aracely and smiled.

"Huh, must be my lucky day." He cracked his neck and strode towards her. Aracely backed away in fear as he reached a hand towards her, "This whole thing's a wash, but at least I can-"

A black and white blur came from the hole and pinned him against the wall. A woman in a full body costume and hood, "Run!" She shot a line of web(?) and yanked open the stairway door before the man grabbed her by the neck and used her as a ram to break through the wall. Aracely ran, hearing the sounds of fighting and struggling behind her. She had to run, had to hide.

She got down into a lower floor before she heard hissing behind her, "Target...acquired..." She screamed and fell on her back when the hissing made way to strangled breathing. A figure appeared out of thin air behind her. He was tall and wiry with a full body suit made of dirty gray fabric. In his hands he had gloves with tipped fingers coated in blood, "Acquiring...target..."

Gunshots came from the window to her right. The man hissed and disappeared again just before a another woman in a black and white costume appeared in front of her, "Aracely, right?" She grabbed Aracely's hand and pulled her up, "Come on, we need to-"

"My...target...!" The man appeared behind her and tried to slash her back. The woman jumped, webbed his back and tried to slam him against the roof. He cut the webs and disappeared again, "Can't...take her...from me...!"

"Wanna bet?" She grabbed Aracely by the arms and said the next words in a rush, "Go limp!"

She threw Aracely through the space between the window. The man hissed in rage and Aracely flew, arcing through the air while water from the rain pelted her. She screamed and stumbled through the air, forgetting to go limp entirely until she finally reached the until then unseen net of webbing.

Aracely couldn't move, "A-Ayúdame! Help!" She struggled against the webbing and continued to scream. The woman and the ghost man were fighting and not paying attention to her at all. She looked down and stopped struggling. She was far from the ground; so far that she would've at least broken her legs. In front of her the hospital burned slowly but steadily under the shower of rain.

She stayed still for at least a minute before a woman in a red costume with equally red hair jumped next to her on the web, "Sorry for taking so long." The tips of her fingers sharpened into claws and she cut through the bindings holding Aracely's arms and legs.

Her relief was short lived. She heard them before she saw them: bees. Only a few at first, but then there was suddenly a swarm of them. The mask on the woman's face widened and she cursed, "Shit! Hang on!" She grabbed Aracely with one hand and swung away. The buzzing overpowered her hearing and as the woman swung away the swarm chased after them.

They didn't get far before a ball of fire shot towards them. Aracely screamed and the woman turned quickly so her back could take the brunt of the attack. They both fell and again the woman shielded her the best she could. Aracely flew from the woman's arms and rolled a short distance away. The teenager moaned in pain and could only watch as a scarred man in a thick, padded suit strode towards her, his face hidden by a metal mask.

"P-Please don't..." Aracely reached a hand out.

More gunshots. The bullets bounced of the fiery man's mask and when he turned he was kicked away by another man wearing black. "Aracely!" Lana knelt down next to her and picked her up while the man helped the woman in red, "Are you alright?"

"S-Si...yes." She nodded in a rush. Her head rang and she wanted to puke. Aracely held the other girl tightly and bit back her whimpers. Why was this happening? The screams were back and louder than before. She barely even heard Lana's next words.

"We gotta get you out of here. They're here for you." For her? Why? "God this is a fucking shit show..."

"Are you alright, Mary?" The man asked the woman in red.

"F-Fine. Just a scratch." She stood up and the wound at her back was covered by the red of her costume again, "And the name's Scarlet Spider."

"Now's not the- incoming!"

The buzzing again. Aracely screamed when the bees converged into a humanoid figure wearing a cloak, "More food for the hive." His voice was odd. Buzzing and echoing but with the barest hints of an accent. Next to him the fiery man stood and chuckled, low and deep, "Keep your fire away from my swarm."

"Sure. I want the red one." He pointed at her.

"Go! We'll handle this!" The man in black screamed.

Lana nodded and dragged Aracely forcefully. Aracely looked back and saw them fighting before Lana forced her head forward, "Don't look! It's gonna be alright!" She was lying, but Aracely still found the words comforting. They got to the opposite street away from the hospital, "I'm gonna get you outta here and you'll be safe, okay? We just need to-"

Lana grunted like she'd been hit. The older girl looked around frantically before another invisible blow hit her right cheek and made her stumble away from Aracely, "What's wrong, Bombshell?" a man's voice taunted. Lana fired off explosive blasts to the source and the voice laughed, "Ooh, too slow!" Another hit, this time to her gut. Lana spat out the beginnings of vomit and fell on her knees.

"Lana!" Aracely tried to reach for her only for someone to pull her back. She looked back and found a woman in a black and dark green costume with wings on her arms, "Déjame ir!" She kicked and struggled against the older woman's grip, but the new figure just sighed and smacked her face. The pain made her whimper.

"Got her, Beetle?" A man in a red and blue outfit suddenly appeared in front of her. He was the one who hurt Lana.

"Yeah, sure. I'll make the delivery. You take care of this little brat."

Lana glared up at them, "You do anything to her and I'll-" The man kicked her in the face again.

Aracely cried and screamed as the woman suddenly took flight, "Déjame ir! She struggled harder, uncaring about the consequences of the fall, "Lana, Lana!"

"Ugh, just shut up! This is why I hate kidnapping jobs!" They flew for a few more seconds before landing on a parking lot filled with cars. Aracely bit down on her fingers and winged woman shoved her to the ground, "You listen here, you little shit. Only reason you're still breathing is cause the client's paying full price to make sure you are. You keep pissing me off, though, and I might decide half price for your corpse is good enough."

"...Bring me back to Lana." Aracely glared up at her.

"Oh? And what bargaining chip have you got, little girl?" Aracely's hands clenched into tight fists. She couldn't fight her; even biting down on her fingers made her teeth ache, "That right, just keep glaring. I don't really care 's long as you stay quiet-"

"St-Stop right there!"

The woman looked to the sudden voice and laughed loudly. Aracely looked past her only to see a man in a frog suit with one of its eyes popped out standing there with his hands on his hips and his chest jutting out. The woman continued laughing, "And just who are you supposed to be, huh?" She stepped forward, ignoring Aracely entirely, "You one of those group of 'heroes' from the hospital?"

"Th-That's right, and you'd better let go of that girl now if you know what's good for you!" A figure snuck behind on the nearby cars. The woman didn't see him at all, "D-Didn't you know? Frog eats beetles!"

The woman didn't get a chance to respond before the car to her direct left suddenly turned on and rushed towards her. She didn't get much more than a surprised 'what the f-' when the car plowed into her full speed and crashed into the rest of the cars parked close by. It kept going, running pushing the pinned woman against the rest of the cars and then eventually just running over her entirely. More cars activated and rushed towards her as well before they she was completely encased in vehicles.

"Lana!" A familiar voice called.

She looked up and smiled in at the face underneath the hood, "Gabriel!" He pulled her to her feet and she hugged him in relief, ignoring the throbbing pain on her cheek, "Gracias, gracias!" The man in the frog suit ran up to them and she hugged him too, "Tu también!"

"Y-You're welcome!" The man frog said, "C-Come on, we should go before she gets up!"

"Wh-What about Lana?" she asked in slow English.

"We can't help her. Other heroes are on their way, they can-"

The pile of cars suddenly exploded outward. They all scream, the frog man the loudest of all, and fell to the ground in a panic, "That's it!" The woman screamed. Her costume was damaged and one of the eyes off her masks had popped out, showing parts of the face underneath, "Screw the full price! I'm bringing you in stiff!"

The frog man tried to stand and she blasted him to the wall before turning her attention to Gabriel. Time seemed to slow as she aimed the gun to his head. She was scared, but more than that she was angry. Everyone else had saved her and these people - monsters - hurt her friends and the people at the hospital. Aracely raised her right hand said a single word.

"Stop."

The woman froze. Her one exposed eye widened and the hand holding onto the gun shook. She tried to fire, tried to move, but her body refused to obey here, "A-Aracely?" Gabriel looked up at her in shock. Aracely got to her feet and stepped closer, right hand still raised. The woman struggled harder but this time there wasn't even any shaking. She controlled everything in her now.

"Take off your mask." Aracely didn't recognize her own voice. The woman's hands raised slowly and followed her command. Both her eyes were wide and her mouth was open in a scream, but no sound came.

The next two words came before she could stop herself.

"Don't breath."

The woman's mouth shut and she stopped breathing. Her hands began shaking again, trying in vain to reach up to her mouth to pry them open. Her eyes struggled to look at Aracely's, just pleading for mercy. The young girl just stared back passively and counted the seconds. She was crying now, the tears running down her cheeks to the ground below. It wouldn't be long now before it was over.

Gabriel crawled towards her and grabbed her leg, "Aracely...stop..."

His touch felt like a bucket of ice cold water. The woman had passed out now and stood dead on her feet. Aracely looked up at her in shock and reached out a tentative hand. As soon as her fingers made contact the older woman fell on her back and lay still. She was still alive - her body remembering to breath now that she was unconscious - but what Aracely had done to her...

"What...What was that?" Gabriel asked shakily.

"I...I do not know..." she whispered, equally shaky.

Their equal shock was cut off by the frog man's groans. Gabriel ran towards him in a panic with Aracely following soon after, "Eugene, are you alright?" He grabbed one of his hands to pull him up and Aracely took the other. They both grunted with effort; the suit made him heavy.

"Y-Yeah, I'm good. Suit took the most of it." He looked past them to the unconscious woman, "What the heck happened to her."

"Who cares? Let's just get out of here." Gabriel gave her a look. The message was clear: don't say anything. Aracely nodded and followed after them, her previous fear replaced by something else entirely.


"A Nazi made of bees! Are you kidding me?!"

Mary Jane swung through the air and batted away the swarm that chased after her. Down on the streets below Peter dodged the balls and jets of fire from the fire guy - Cindy called him 'Pyro' - and shot between the volleys. The bullets just bounced off. Whatever was in that suit it made his bullets look like bb's.

She landed on the wall and dodged the next fireball aimed at her face, "Too close!" Peter jumped through a ring of fire and punched him in the face. The mask dented, but Pyro just laughed, "Is that the best you got?" Mary Jane shuddered. He sounded like a guy who smoked twenty packs a day and chewed sandpaper for fun. What little skin she could see was rough and leathery from burns.

More bees came for her. Mary Jane shot a line of webbing and the swarm suddenly parted so it passed harmlessly, 'Rrgh, where do we cut? There's no body!' Crimson screamed in rage. Mary Jane found herself agreeing. The swarm surrounded her now and morphed her hands into blades to try and cut through them. She got a few, but the stinging and buzzing made her lose focus and she fell to the ground.

Pyro aimed for her and she raised both hands to protect herself. Peter suddenly came up, tackled him against the wall and pinned him to the surface under a net of webbing, "Get up." He pulled her up with one hand and slashed through the air with a knife with the other. He actually managed to cut a few of them down, but for every one he sliced dozens more took their place.

And then he pulled a grenade from his belt. She almost screamed at him before he tossed it against the ground and smoke started billowing out. There was a sudden chuckling around them, "Did you think that would work?" Peter started looking around and replaced his knife with another, "These bees are under my control! Smoke will not make them panic!" A face appeared out of the swarm in front of them, "You will-"

Peter slashed the new knife through his head. She thought it'd just pass through harmlessly like the rest of her attacks, but instead the swarm reformed to a humanoid shape and it used both 'hands' to cover its face, "You...what did you do to me?!" When he lowered his 'hands' again there was a noticeable gap between where its eyes should have been, "That...That hurt! How?!"

"Hellfire. Stings, doesn't it?" He raised the knife again, "Come and get me."

Swarm (great name right there) snarled and charged towards them in a rage. Peter slashed through his right 'arm' and rolled to the right with Mary Jane following to avoid another stream of fire, "Why don't you use that hellfire thing to stab Mr. Crispy over there?" Another stream of fire. Mary Jane grabbed Peter and jumped, the fire just barely grazing the heels off her feet.

"Try not to use it on people too much. Besides, Cindy wants him alive. Thinks he'll be the chattiest." Another fireball. Mary Jane tossed him up and he tossed a flashbang at Pyro's feet. She caught him just in time for the explosion to blind the pyromaniac.

She landed clear on the other side of the street and set him down. Another explosion came from the hospital's fourth floor and Gwen was suddenly flung out. She stumbled through the air briefly before regaining her balance and landing in a crouch next to them, "Hey guys." She gave them a forced, cheery wave. Some parts of her costume were singed, but otherwise she seemed fine.

"You alright?" Mary Jane asked.

"Just fine. Better now that I'm not in that oven." She remained crouching and narrowed her eyes as Tombstone (another winner of a name) jumped from the fourth floor to the ground, cracking it on impact. Pyro strode up next to him the picture of confidence while Swarm returned to his humanoid forms sans his right 'arm' and a chunk of 'face', "Anyone know where Spinerette and Striker are?"

An explosion came from behind them. Peter looked up and Lana landed next to them shakily. Her face was bruised and the right side of her lip was busted open, "Hey...sorry, I need your help."

"Who did that to you?" Peter asked in a soft snarl.

"That'd be me." A fast guy in red and blue zipped past them and leaned against Pyro with a shit-eating grin on his face, "Kinda hit her a bit hard. Now my momma always told me never to hit girls, but I figures this was fair game." Something about that southern accent pissed Mary Jane off. Maybe it was cause of that damn grin or maybe it was cause Kasady had one too.

"...You're dead." She could see Peter's glare even through his mask.

The lanky guy in gray suddenly appeared in the to the right of Tombstone, "The target...has escaped..."

"Aww, don't worry 'bout that! Hot stuff's takin' care of her."

"That's my daughter you're talking about." Tombstone said in that creepy as hell mad whisper, "What happened to the other Spider?"

"I...made a...tactical retreat..."

"Funny of saying you ran like a chicken." Cindy jumped from the third floor window and landed right next to Gwen. Apart from a few tears on her upper arms and her stomach she looked fine, "So...five on five?" Cindy looked at each of them in turn. They all nodded back at her before she faced the group of Supervillains in front of them, "Fine. Let's do this mano-e-mano."

"We are not...paid to fight..." Ghost guy rasped.

"Nah, but it's fun." Pyro chuckled.

"Enough with the chatter. Let's go." Peter raised both hands and they all matched him.

It was one of the longest couple of seconds in Mary Jane's life. One second they were standing across one another like opponents in an arena and the next they were charging like madmen. Mary Jane's body practically moved on its own and before she knew it she was in the air with a fist primed and aimed straight for Tombstone's face.

The impact shook her to her core. The reverb traveled from her fist down to the rest of her body and it was enough to make her teeth chatter. Tombstone stumbled very slightly and Mary Jane scrambled back to avoid his counterattack, "Hey, back off!" Gwen kicked him in the face with both feet and snagged him in a lasso of webbing. With a small grunt of effort she yanked him from the ground and threw him to a nearby parked car. The throw was enough to almost cleave through the car entirely.

From behind her, Lana fired off blasts towards Speed Demon (if she remembered his name correctly), "Ooh, missed me!" Another blast. He whizzed past Lana and and tripped her to the ground, "Come on, you gotta be faster than that!" She fired again. This time he appeared next to a (somehow intact) mailbox and leaned against it, yawning, "Man, this is borin'!"

Peter aimed and shot him from across the field. He didn't bother running that time and just dodged in place, even making goofy poses while he did it. Pyro reared and aimed behind him, "Spider-Man, look out!" His head moved by the barest amount - his spider-sense? - and he jumped to avoid the blast. Mary Jane grabbed a manhole cover and threw it full force straight to the guy's head.

He saw and raised his arms at the last second to (just barely) block the makeshift projectile. Pyro let out an inhuman sounding scream and glared at her. The metal on his arms were wrecked, exposing the worn and padded cloth underneath. She didn't have a spider-sense, but she could've sworn she heard everything inside her screaming just before a wall of fire came rushing towards her.

Lana aimed at the floor and propelled herself towards Mary Jane. The younger girl tackled her out of the way just in time to avoid the large jet of flame. They rolled along the ground in a heap and as soon as she was stable enough she aimed a glowing fist straight at Pyro.

Buzzing reached her ears. Mary Jane's eyes widened and she pulled Lana close, "Hold on!" She expanded Crimson around her till there was a globe of red, pulsating flesh surrounding them. She couldn't see, but she could feel the dozens - hundreds - of bees stabbing into the barrier. Even a few seconds late and it would've reached them. She would've been fine, but she didn't like Lana's chances.

More rapid, stronger impacts suddenly circled them. Speed Demon was breaking the barrier down. She didn't even get a chance to brace herself before the fleshy shield dissipated from the force of the blows and Lana was kicked right in the jaw, "Lana!" She reached out a hand towards her before a sudden hand grabbed her hair and tugged harshly.

"Why don't we leave her alone, huh, sweetheart?" he drawled cockily, "What say you and me have some alone time, huh? Always did like me a redhead." His grip on her hair tightened and Mary Jane grinned.

"Heh...sure."

A blood red spike suddenly impaled itself through the palm that had grabbed her hair. Speed Demon looked down at his bloodstained hand, mouth open in disbelief, before he screamed. Without giving him a chance to run, Mary Jane morphed her right arm into a blade and spun, making sure to aim down.

When Lana looked up the last thing she expected was to see Speed Demon crawling on the ground missing both of his runners chopped off. She almost felt sorry for him. Almost, "Hah..." She focused her attention to Swarm and raised a fist towards him. She aimed at where the cluster was the thickest and fired.

Dozens of bugs exploded into gooey little piles. The racist bastard tried reform himself and Lana kept firing, shooting faster and larger explosions wherever he tried to regenerate, "Shoulda swapped bad guys, Scarlet..." Lana stood and kept up the assault.

Cindy unholstered both guns and paid attention to every little footstep, every rasping breath, "Where are you..." Breathing behind her. She turned and fired. The bullets whizzed through the air and hit nothing but dead air, "Damn it..." She replaced the empty magazines and moved till she stood back to back with Noir, "Hey, wanna swap baddies like they did?"

"You take firestarter and I take the ghost?"

"You know it."

They nodded at one another and Cindy charged towards Pyro. Truth be told she wanted it this day. They'd arrived just a bit too late and she saw the effects of his handiwork in the lobby. Doctors, nurses, patients and even people just visiting loved ones; all burnt to a crisp without being able to fight back. She and Gwen did her best to evacuate everyone that was left, but even one person lost was too much.

Time for payback.

She put the guns away, "Aww, trying to play the hero?" Pyro laughed cockily and shot flames from his hands in a wide jet. She didn't know if he was one of the people who got lucky from Terrigen Mist or another kind of freak entirely, and she didn't care. It wouldn't have changed anything, "Come on then, itsy bitsy spider, and I'll show you that it's not just the water you gotta-"

She kicked him right in the crotch. The unexpectedness of the attack cut off his taunt and she could've sworn she heard the guy squeak, "What's wrong? Nothing else to say?" She ducked under the clumsy flaming swipes and countered with her own kicks. Four hits, each of them on his face. His mask dented more and more with every blow, "You were saying something about spiders, Pyro?"

"You-"

"Actually, don't really care." She kicked him in the chest hard and knocked him against the wall. She felt his ribs crack even from underneath his multi-layer vest and he coughed out blood through the slits of his mask. A lot of people thought that because she used gun and wasn't as much a brawler as Gwen or that she didn't have super strength like her. Looked like Pyro was one of them.

He screamed and shot a large barrage of fire at her. Cindy webbed herself up to the wall above him and stood horizontal from the surface. Pyro looked up just in time her to unholster her guns and shoot a bullet through each of his hands.

The fire stopped immediately. Pyro knelt on the ground and stared at the bloody appendages as Cindy landed in front of him. Without a single word exchanged she kicked the left side of his head and knocked him to the ground. He was out cold.

"You are...the Spider-Man..." Peter held his gun in a tight grip. The guy's voice sounded like nails on a chalkboard, "Bounty on your head...significant..."

"Come and get it, then." His spider-sense blared and he flipped to the side to avoid the barrage of laser blasts at his feet. He heard about the guy. Ghost, real name unknown. Usually a corporate saboteur, but he wasn't above taking any kind of job for payment. He got his name from that suit he had. Invisibility, intangibility, that damn reverb in his voice; it was like he really was a ghost.

Except he couldn't stay gone forever.

He'd seen it before when the bastard fought Cindy through the window: for a precious few seconds he stopped being immaterial to the world and was back to the world of the living. Of course he was still invisible so Cindy couldn't take advantage of it.

Peter didn't have that problem.

As soon as he heard the first solid footstep Peter took aim at where his midsection would be and fired. The creepy bastard hissed and Peter kept firing. He was running now, trying to dodge and weave and make Peter lose track, but Peter smelled his blood in the air. He was desperate, "You are...like me..." Peter internally rolled his eyes. Sure. He was only the dozenth half-bit clown to say that, but sure, he was the one who was right.

Peter disappeared. The creepy bastard hissed in frustration and Peter fired at the source again. This time the blood was spilling out of his suit to the asphalt below, "You're gonna bleed out." The smell was so pungent he could practically see him. Ghost fired in his general direction and Peter aimed a shot for his leg this time. There was a pained hiss and he appeared lying on the floor just before Peter punched him in the face hard enough to knock him out.

Separate from the others, Gwen once again found herself being used as a battering ram as Tombstone used her to smash through the bricked building and into a lobby. The brush with fire earlier left Webster still shivering around her, "You ain't as strong as I thought you'd be." Tombstone whispered. He raised her over his head and threw her to a to the corner.

Gwen shot two lines of webbing past him and pulled, propelling herself towards him. She kicked him in the face and flipped back into a crouch, "Ow! Seriously, what is your skin made of?" She dodged his overhead smash and yanked his head down to her level, "Eugh, talk about a face only a mother could love!" She kicked him straight in the jaw and followed it up with an uppercut strong enough to push him up to the air.

Gwen jumped and continued her attacks until he landed on his back. She flipped back to recover and he suddenly grabbed her left leg, "Damn bug!" He tossed her clean through the front desk. Gwen felt the wind get knocked out of her and she coughed.

'Gwen, are you alright?'

'Yeah, just fine.' She coughed again and froze at the scared pair of eyes that greeted her. A little boy, maybe 7 or 8, holding onto a stuffed bear for dear life, "What...? What are you...?" She must've lived in one of the apartments above them.

The child was frozen in fear. How long had he been here, so scared that he couldn't even move because the fighting outside wasn't better? Gwen reached out a hand towards him and he was suddenly yanked away by his collar, "What's this, huh? We got ourselves an audience?" Tombstone grinned down at the shivering little boy and laughed lowly. Then his smile disappeared, "Never liked kids. Or witnesses. Sadly for you, you're both."

Tombstone was going to hurt him- no, worse. The mouth of Gwen's mask split apart to reveal rows of razor sharp teeth, "Let go of him!" The albino criminal's face slackened in shock at her sudden, monstrous look and Gwen tackled him. The boy fell from his grasp and Gwen didn't stop till they were clear outside. She threw him towards one of the wrecked cars without holding back and he crashed through it.

She didn't give him a chance to recover. Gwen landed on top of him and struck. Once, twice, three times...by the half dozenth mark he'd lost most of his teeth. He raised his hand and she grabbed, twisted and threw him back to the other side through another car.

"I...I give..." She kicked his outstretched hand. Her foot hurt from the force of the blow, but it was nothing compared to the sickening crack he got. Tombstone pleaded again and Gwen almost stomped on his face before Cindy's voice reached her ears.

"Gwen! That's enough!"

Foot still raised, she looked back and found the rest of the group staring at her. There was no judgement in their eyes. Gwen looked back down at the mumbling Tombstone and stomped her foot inches from his head. The concrete cracked from the impact, "I better not see you out of prison." She stepped off him and her grotesque mouth disappeared too, replaced by the smooth surface of her mask.

Without waiting for the others to say anything, she rushed back to the apartment lobby and found the kid sprawled on the ground, "Are you alright?" She knelt down and gently picked him up. He looked scared, but thankfully unharmed, "Does anywhere hurt? Please tell me."

"N-No, I'm fine..." He smiled up at her even though he looked like he was seconds from tears, " Th-Thank you for saving me..."

"No...you shouldn't have gotten involved at all." She didn't blame herself. These bastards attacked the hospital, not them. The place was burning by the time they got there, "The police will be here soon, okay? Just listen to what they say."

"Y-Yeah!" He nodded, oddly energetic despite the recent scare.

"Good." Gwen ruffled his head affectionately and walked out to meet the others. Tombstone, Pyro and Ghost were already webbed up by Cindy while Speed Demon was wailing in the corner about his lost extremities that Peter had covered in webbing. Despite what she nearly did to Tombstone she felt pity for him...and scared at the idea that MJ was the one who did it, "Is...Is he gonna be alright? I mean, is he gonna..."

"Die? Not sure. He heals pretty fast, and Peter did some mystical bs thing to make sure he doesn't bleed. Ain't getting those legs back, though." Cindy sighed, "Swarm got away."

"Should've blasted him more..." Lana mumbled. She definitely took the worst of them with her bruises and dried blood.

"He'll turn up again. We'll get him next time." Peter muttered. Gwen heard sirens in the distance along with what sounded like more Initiative Heroes, "Cavalry's late, as usual." He sighed, "Come on, we should get outta here."

They all nodded in tired agreement and followed Cindy out.


He was in Spinerette's apartment. Holy shit.

Eugene looked around the interior of the decently sized condo. It was smaller than he expected for someone being bankrolled by the Wasp and Tony Stark, but it definitely beat his place. He guessed it made sense. They already had the Avengers Mansion (generously donated by Tony Stark), but they didn't need that for a day to day. It was more a secret base thing...well, a secret base that did the occasional tour.

That was Tony Stark's idea too. People paid big bucks to see where the Avengers slept.

The rest of the team were sprawled in varying states of tired all across the living room. Striker took up the biggest chair and was sprawled across it lazily with one hand pressing an ice bag against her bruises/ On a slightly smaller chair was the red Spider-Woman - Scarlet Spider, she called herself - who matched Lana's posture. Her long red hair spilled to the floor and she propped her feet up on the table. Her mask was still on.

And then there was Spider-Man and Spider-Woman. Spider-Woman took up the entire right side of the couch and she while Spider-Man was lying down on his back with his head on her lap. Spider-Woman absently ran her hand through his hair and judging by his soft breathing Eugene guessed that he was sleeping. Either that or he was faking it really well.

Damn it he was so jealous. There Spider-Man was on Spider-Woman's lap while he and Gabriel were banished to the kitchen table. The younger teen was already poring through his laptop and typing up something Eugene couldn't see. Spinerette was in one of the other rooms trying to put Aracely to sleep. He still didn't know how Beetle got knocked out, but he wasn't gonna look a gift horse in the mouth.

Spinerette eventually came out after a few minutes, "Finally put her to sleep. Had to feed her some relaxatives, though." She brought a hand through her soot soaked hair and glared half-heartedly at the assorted heroes, "You guys really need to clean yourselves up, sooner the better. G- Uh, Spider-Woman and Pete, you two go first. Scarlet and Lana can go after." Her eyes flicked to him and Gabriel and Eugene frowned. Why didn't he trust her with their secret identities? Didn't he prove himself?

"...You want us to go in together?" Spider-Man muttered.

"What, like you don't already?" Striker's mouth twitched while Scarlet Spider raised her head slightly. What was that? "No need to be shy. Come on, you two are tracking muck everywhere. I'll web up some replacement clothes for you both."

"Fine." Spider-Woman said, too exhausted to argue. She and Spider-Man made their way to the bathroom and locked it with a soft click. Eugene felt another bubble of jealousy. There was Spider-Woman naked and showering behind that door and only one person could see. And join in.

Spinerette suddenly looked towards them, "Right...I don't wanna be rude, but we're gonna be talking about some personal team stuff so...could you two go out for now? I mean, you don't need any medical attention, right?" She looked to Eugene. He didn't; the suit took most of the damage and the bruises would heal on their own.

"But-"

"Yeah, that's cool." Gabriel put his laptop in his bag and stood. Eugene still had no idea how he hacked those cars, "We'll talk to Ms. Winters about what happened. She might be able to help out."

"Good idea." Spinerette gave him a thumbs up and a wink, "Call me if you two get anything."

Before he could argue any further, Gabriel grabbed Eugene and practically dragged him to the elevator. The frog-based hero couldn't say anything and just watched listlessly as the elevator doors closed. He knew Spinerette's address now, but it wouldn't do him any good. To even open the door you needed some kind of passcode and she wasn't even listed as the owner - anyone trying to search would just get a bunch of shell corporations. Apparently it was because of something S.H.I.E.L.D did.

It was only when they were outside that Eugene realized how exhausted he was. He couldn't believe it'd only been a few hours. His costume - which he still hadn't taken off - felt unbearably hot and he'd refused Spinerette's offer for new clothes. He didn't want to carry it on top of everything else.

"Man, Spider-Man's so lucky..." Eugene said after a few minutes.

"Huh? What do you mean?" Gabriel asked.

"I mean he gets to stay up there with all of them!" Eugene took off his mask so he could breath easier, "He already has Spider-Woman and now he's in a team with Striker, Spinerette and the Scarlet Spider! Aren't you jealous?"

"Ah...kinda. I like Lana, but she still likes Spider-Man." Gabriel smiled sadly and kicked a small pebble, "I'm cool with it, though. Lana's my friend. If she can be more than that then that'd be amazing, but if not I'm still happy we're at least friends."

"Yeah, maybe..." Eugene frowned. He knew he could impress Spider-Woman if he just had the chance, "Hey...hypothetical question, but what do you think are the chances of Spider-Woman and Spider-Man breaking up?"

"Uh...I dunno, I don't really read up on the gossip."

"N-No reason, just...you know, curious."

"Dude, don't." Gabriel adjusted the laptop bag's strap's place on his shoulder, "I know you like her - you and like a million fanboys - but you kinda sound like a creep asking questions like that."

"H-Hey..."

"I'm just saying. If they break up or not, it's not any of your or anyone else's business. They have lives too." He shrugged and smiled slightly, "But hey, you were pretty cool back there when we were saving Aracely from Beetle."

"R-Really?"

"Yeah. I...I couldn't have gotten her attention like that." He licked his lips nervously.

"Y-You were pretty cool too! How'd you hack those cars?"

"Oh, it's a program I got from my old friend Amadeus. I'm not a master hacker or anything, but I picked up some stuff." He stopped at the apartment building, "Come on, let's go meet Ms. Winters."

They made their way up and Gabriel knocked on the door, "Coming!" There was a rush of footsteps and a (surprisingly) pretty blonde opened the door with a grin. She was somewhat unkempt - her hair tied in a clumsy bun and wearing a coffee-stained pink shirt and a pair of black sweatpants - but she was still a looker. The scar on her cheek only added to it. If he wasn't a one (Spider-)Woman he definitely would've been more in shock. He didn't think they made journalists like her outside of comics.

"Ms. Winters?" Gabriel asked nervously.

"Yeah, Spinny said you were coming. And please, it's Norah. No one calls me Ms. Winters."

Gabriel shook her hand eagerly, "I-I read up on a lot of your articles! Especially the ones about the Charon and Noir group." Norah blinked and smiled sheepishly, obviously not used to Gabriel's fanboying, "I-It's an honor to work with you Ms- ah, Norah!"

"Ha, and they say newspaper's a dying breed!" She looked at them both and jerked her thumb inside, "Well come on, let's get to work."


Back at her apartment, Cindy heaved a sigh of relief as she stepped out of the bathroom in a fresh pair of tanktop and shorts. The brunette toweled off her wet hair and smiled slightly when she saw Lana, Peter, MJ and Gwen sitting around the table and eating Dominos (apparently that was a universal constant) Pizza. McDonalds turned into McDaniels but Dominos and Chuck-e-Cheeses still existed. What a world.

Good thing she checked for bugs last night. Daisy was (kinda) her friend, but she still left bugs everywhere to spy on her. All part of the job, she said. Cindy gave up arguing and just wrecked them (spin-sense helped). Eventually she'd get tired of losing thousand dollar bugs that never gave her anything.

"Planning the party without me?" Cindy grabbed a slice of pizza and opened the fridge to take out two six-packs of beer, "Alright everyone, drink up!" She tossed one to all of them- yes, even Lana. She'd seen and done enough that spider-cop could let up on the drinking age thing.

"Cheers!" Gwen said. They all drank with varying degrees of excitement. She'd been the one to suggest this, just staying to unwind. They were all exhausted, even Mr. Zombie over there. When was the last time any of them had even slept for at least 8 hours? Or without having to worry about being shot at the next day? They needed this. Thank God for convenience store beer and 24 hour pizza places.

"Fuck, this tastes like heaven after eating that prissy private school food." Lana finished off her can and took another can, "Tastes better than Pete's piss whiskey, that's for sure."

"You just don't have good taste." Peter sipped at the beer almost daintily, "You don't have anything stronger, Cin?"

"I'm not a whiskey and vodka kind of guy, Pete." She sat across from him and picked up another slice of pizza, "'Sides, I don't want to get too hammered. I do have work tomorrow and Lana has classes, I'm pretty sure."

"Heh, gonna be real fucking fun explaining these." Lana gestured to the bandages and gauze pads that covered the wounds on her face. She looked to MJ, "Speaking of, I knew me and Gayle made you a costume, but I didn't think you'd start running around so soon."

"Yeah, well, when you see a hospital blow you tend to take notice." They all got quiet at that. They'd done their best to minimize the damages and evacuate as many people as they could, but of course there were still casualties. Most of them already knew and accepted that they couldn't save everyone, but it didn't mean they had to like it, "I didn't really do much, though."

"'Cept take Speed Douche down a notch, you mean." Gwen winced slightly. Among the entire group she was still the least used to brutality. Least he was still alive, that helped her guilty conscience, "Eh, you'll get there soon. I didn't start off well either. Remind me to tell you about the time I nearly got Pete and me blown up by a booby trap." Peter grunted and rubbed his back.

"Well...I think it's a good look for you, Scarlet Spider." Gwen smiled at Mary Jane and the redhead blushed slightly. Yep, there was definitely something there. Something Cindy wasn't gonna touch with a Hydra Nuke size pole cause she had enough problems of her own, "Uh, I hate to bring it up, but what about that Aracely kid? She was the one they were after."

"Yeah..." Lana sipped her beer morosely, "Gabe actually told me. When they got cornered by that bitch Beetle Aracely just...he said she mind controlled him? Aracely said she should stop breathing and she stopped breathing. Like...fuck, that's creepy."

"Telepath. I've run into a few of them before," Peter muttered, "Least Aracely was alone. You make them siblings and the crazy just gets amplified. Those damn Cuckoos nearly made me blow my brains out."

"You know, the more you tell me about your 'adventures' the more I start thinking I should've kept you locked up for the year," Gwen said flatly.

"It's actually not just telepathy." Cindy put a finger to her lips, stood and walked quietly to the guest bedroom door. She opened the door just enough so they could see what she'd been privy to before: Aracely sleeping and floating at least five feet off the bed. Her closed eyes and calm breaths made it clear she hadn't noticed anything was wrong. Cindy shut the door and returned to her chair, "Yeah...I'm kinda seeing why those guys wanted her."

"Fuck, what have I gotten myself into..." Lana groaned.

"You mean 'we'." Cindy looked at each of them in turn, "I know we're all 'fiercely independent' and don't like asking for help, but one thing's clear: we'd have gotten our butts handed to us without the others there...except maybe Gwen, but you don't count. That suit of yours is busted."

"Webster said she'd take that as a compliment." Gwen raised her can.

"Point is, we work together. We all have each other's numbers - except MJ, which we'll fix - and if the going gets tough then we call, damn pride and that little voice in your head, you all know the ones, telling you that you don't need any help."

"The power of friendship. How very Disney of you." Despite the snark, Mary Jane's smile was genuine, "Well...sure."

"I'm in." Lana shrugged.

"Me too." Gwen smiled.

"Sure, but I'll still keep some things to myself. Something tells me none of you wanna start making a habit of fighting demons or performing exorcisms." He was right there. The less mystical BS, the better.

She was about to shoot something back when the doorbell suddenly rang. Everyone tensed immediately, "Expecting visitors, Cin?"

"Nope." She unholstered her gun (generally dissuaded people more than a fist) and stalked to the door. The others remained at the table, postures ready. Cindy swallowed her nerves and looked through the peephole.

Only to immediately curse herself for being so damn forgetful.

"Ryan." She opened the door just a crack and forced a smile on her face, "Hey...this really isn't a good time right now." She rushed through her list of excuses - her cat got sick, she got home late from work and she was secretly a superhero in disguise who just needed to chill right now. Okay maybe not that last one, but she still did her best to make it clear that this was not happening.

It took a couple of minutes but eventually she got him to leave. Cindy closed the door and pressed her forehead against the (reinforced) wood briefly with a sigh. Without another word she trudged back to the table and got another can of beer.

"Uh...what the heck was that?" Mary Jane asked.

"My poor time management skills." Cindy sighed again, "I was supposed to meet that guy over for an...well, something. After what happened at the hospital I completely forgot all about it."

"Where'd you meet this guy?" Lana asked.

"This...This dating app called Flint."

"And by 'dating' you mean 'one night stands'," Gwen said.

"Oh, are you really gonna start throwing shade Ms. 'Oh Peter, you should put your web in my mouth'?"

"I-I did not say that!" The blush on both Gwen and Peter's faces said otherwise. Funny, Cindy was just guessing. Lana rolled her eyes in annoyance while Mary Jane covered her face with both hands and groaned, "And I wasn't judging! You can do whatever the heck you want with your free time. It's just...you always complained about not getting a date before so I thought you'd go on actual dating apps."

"Never have time. Least this way I get something out of it and no one leaves pissed...except Ryan, cause I totally just blew him off." She clicked her tongue, "And hey, what about everyone else's embarassing little secrets, huh? We've all had a busy year, so I think this is the perfect time for a little confessing." Cindy grinned, "Time to air out all the dirty secrets."

"Ugh, you've unleashed a monster, Gwencent." MJ groaned again.

"Don't you feel lucky, Pete?" Lana grinned jokingly at him.

"For what?"

"You are officially the one guy in an all-girl sleepover. I knew a dozen guys who'd kill for this. Know frog boy definitely would."

"Yes, how lucky of me." He sighed and finished off his first can, "Fine, I'll play; I know I can't really say no here."

"I'm game too. But Cindy goes first, cause I don't count that Ryan dude. You didn't tell us that willingly," Gwen said.

"Fine, fine..." Cindy tapped her chin briefly and then smiled, "Hey...I ever tell you guys I slept with Thor?"


Villains averted, Heroes triumphant and Frog-Man continues to be useless. Okay, he had a tiny moment for a second there, so maybe he's finally getting somewhere now that he's helping Norah. Maybe. Big if.

As said above, the first and last segments were the most enjoyable for me. The first because it shows the villains from the POV of a non-combatant and it shows just how terrifying they can be when you don't have badass skills and/or powers. The last segment because I rarely ever get to write the five protags together all at once and it hopefully shows the far lighter and less dysfunctional tone of V2 where everyone mostly gets along.

Next chapter will be decided by the question below:

Questions:

1. Pick which 2-3 of the 5 protags you guys wanna follow first. The remaining will follow after:

- Noir working with Daimon Hellstorm (V) and Ghost Rider (basically Dante) to interrupt Bakuto making a deal with Lilith. Hopefully won't be dead weight.
- Gwen visiting Wasp with Venom to get more information on their new baby. Also investigating costumed baddies gaining stronger tech.
- Cindy going back to work to investigate a new swathe of Gifted kidnappings. And possibly more Laura and Shadowcat.
- Lana balancing school life and hero work along with trying to find out more about Aracely's origin and powers.
- Mary Jane's attempts of reconciling her desire to be a hero with Carnage's bloodlust along with her getting involved in the Hobgoblin's schemes.

2. I've heard it before, but would you guys really want a clone saga here? I've seen particular interest in the possible appearance of a male Gwen clone cause everyone loves Ultimate Jessica Drew.

Review Answers:

Cha0s4ever - Well, I used Tombstone and a Beetle.

Guest 1 - To be honest, anyone cheating on anyone is pretty unlikely in this fic.

AlexTheSouthParkGhostRider - No 616 characters. No inter-dimensional characters really. Screws with the scale.

Noisy-Cricket - Wow, you have a really flattering view of my expectation meeting. No plans for Mr. Sinister since not much of an X-Men fan. As for Matt making it weird...eh, Gwen's just overreacting. Then again she's always been a tad jealous when she feels threatened.

Guest 2 - Yes, Daimon was a V reference; even mentioned in the previous authors notes. No to Peter getting demon powers, though. He's a weak but skilled gear based character for the most part.

Brave2000 - Think you double posted there.

Titan616 - Yeah, I enjoyed writing Sue and Lana since I particularly like writing opposite characters who genuinely get along and like each other. As for religion...Gwen doesn't really consider it, especially since she can now casually meet Asgardians by booking a fight to Cleveland.

I win gg - Been a while. Please don't turn the comments section into a minefield again, thanks.

Guest 3 - Why is Cindy being 28 a dealbreaker? Peter's 18's during V1 and a ten year difference doesn't really matter, especially considering they both very likely have enhanced lifespans.