The sun was setting over the tops of the trees painting the sky a brilliant, warm orange that blended into the clouds with streaks of purple and dark blues mixed into it. Peter had taken his books out to the front steps to read, though he had moved on from the I-glyphs now. It was rough going and he had to stop and look things over all of the time, but at the very least he was getting somewhere.

It was a big help that the words as they spoke them were exactly the same as the people here. It was literally just a matter of getting the corresponding glyph to a letter pair. Language wasn't his strongest subject, but he wasn't bad at it by a long shot.

He felt foot steps behind him and smelled the subtle hint of the soap or perfume that Emilia used. This was something he had expected sooner, of course Emilia would wonder why he skipped dinner without saying anything to her. He knew that she would have just convinced him to come, seeing her eyes looking sad about the empty seat at the table was enough to convince him without words.

So he had told the maids and done his own thing. He wondered if maybe he didn't eat these dreams would pass. That was the only thing that had changed. The night he and Steve arrived there had been no dreams and they had eaten nothing.

"Peter," Emilia said. She bent down so that she was looking him in the face. Her long white hair dropped to the side hanging almost down to the steps. "I just came to make sure you weren't feeling sick."

Why did that shadowy woman in his dream sound just like Emilia. One thing was for certain, he would never hear Emilia say those same words.

"It's fine, I'm fine," he said. "I just want to get some studying in."

"Do you know how I know you're lying?" Asked Emilia. "Because I'm a terrible liar too."

Peter smiled and closed the book on his finger to hold is place. "Random question, do you have a twin sister or—or anything like that?"

Emilia stepped down to sit next to him. She shook her head. "I didn't know any of my family," she said. "Or I don't remember them."

"Oh?"

"My first memory is waking up in the forest and meeting Puck. I was frozen in the ice before that and…" Emilia trailed off.

"Whoa! That's like Captain Rogers. He went missing during World War II and everyone assumed he was dead. Then they found him frozen and he was still alive, like, seventy years later," Peter said.

Emilia put her finger to her lip. "Do you think I could have gone missing during some kind of war?"

Peter shrugged. "It's possible."

She shook her head as if trying to clear the memories out of it. "No, wait there was something I wanted to say to you after the other day."

"What is it?"

"I'm sorry for how I reacted when you pulled out that Metia," she said.

"I didn't really get why," Peter said. "But we all have our things."

Emilia sighed. "I have just, I'm not allowed to look at myself in the mirror or any kind of reflective surface."

"If that rule is pretty hard and fast then you're in luck because this isn't a mirror," Peter said pulling his phone out. "It's a camera, not even the kind that uses mirrors. It captures images and les you relive them. So it's not your reflection, it's like the you that you used to be." Peter snapped a photo of himself and held the phone up for her to see.

"Huh?"

"Is that me or is that the me from, like, five seconds ago?" Peter asked.

Emilia seemed confused. "The you from…back then?"

"See, not a reflection. More like a memory." Peter smiled. "Why the no reflection thing?"

"It's sort of a rule I live by," she explained. "I don't mind it really, I don't find looking at myself comforting."

"Because of Satella?" Peter asked.

She closed her eyes, but nodded. "You say her name with such ease when it's so taboo."

"I just think we should always use the proper name for things. Fear of a name increases the fear of the thing itself," Peter said. He could steal that, there was no Harry Potter here and probably no copyright lawyers to come after him.

Then he realized.

It was like time froze around him and everything was still. He could feel the icy grip on his heart. He could hear her voice chanting through the billowing dark mist that had begun to fill area outside mansion.

"I love you. I love you. I love you. I love you." Almost Emilia's voice, but not Emilia. The words were sincere, desperate, sorrowful. He couldn't understand. How could she sound so much like her, how could she look so much like her even in shadows.

Satella.

Satella moved toward them through the darkness. Peter touched Emilia's arm and she was warm, but it was like she had been frozen with everything else.

"What do you want?" He asked.

"I love you. I love you…"

"Why are you so focused on me?" Peter demanded.

"I love you. I love you…"

In a blink she was gone and Emilia's laughter broke the stillness. "That is a pretty wise way to put it."

What was happening to him?

Peter tried to shake it off, but his skin still felt clammy. "Look if you're worried about people seeing you as Satella, then make them see who you really are," Peter said. "You can't control how they react to meeting Emilia, but you can control how Emilia reacts to meeting them."

She stared at him, as if working through the words he said.

"You know, on Earth silver hair isn't even a thing. Maybe gray, but not real silver," Peter added. "Same goes for purple eyes. And elves really."

"When you saw me you weren't terrified?" Emilia asked.

Peter shook his head. "I actually think you're really beautiful—" maybe he said too much.

"Wh-what?" Emilia scooted back, her hands on her face. The tops of her ears and her forehead were burning red and bright. She stifled a small sound with her hand. "Y-you can't surprise me like that. It's not very kind, okay?" She was practically yelling in his ear at this point.

Peter could feel the embarrassment creeping up on him too. "Sorry, it just kind of slipped out," Peter said. "Hey, you were interested in my, uh, Metia before. Do you want to see something really cool?"

Peter pulled his phone out and unlocked the screen to flip through to his photos and into the folders beyond there. "The internet at my aunts was pretty whack, so I would download movies and stuff on here to watch later," for a moment he was back in his Aunt's apartment with Ned talking about stuff with a friend. He had slipped into it so easily.

"I didn't understand most of what you said, but I thought this Metia was for making copies of memories?" Asked Emilia.

"It can do more than that," Peter said. He brought up an episode of Stranger Things that he had downloaded to one of the phone's folders.

Emilia stared at the screen as the video moved, her eyes wide and her mouth agape in stunned silence. When the credits began to appear on the screen she pointed, touching the screen and actually pausing it.

"That's the Earth language," she said, proud of herself for recognizing it. As people began to move around on the screen and speak to one another she asked. "Is all of this someone's memory?"

Peter struggled with what to say to explain this. "You know these books," he said putting his hand beside him to touch the stacked fairy tale books he had carried out. "It's like those, but what if someone watched them happen instead of reading about them."

That seemed to be enough to make Emilia understand, she watched until the end with Peter next to her. The sun was fully behind the tree line now and the moon was beginning to get hight into the sky.

"I want to know if they find Will," Emilia said as the credits began. "What are all of these Earth glyphs here?"

"Those are the people that helped make the memory," Peter said. He tried to remember off the top of his head if he had the rest of the first season downloaded. He should still have it—he didn't see why he wouldn't.

"What were those carriages that they rode in, the ones without Ground Dragons pulling them?"

"They're called cars, we used them to get around," said Peter.

"I see."

As he locked the phone she saw a picture of Peter and someone another woman on the Lock Screen. "Is that your mother?" Asked Emilia.

"My Aunt, but May kind of raised me," he explained.

Emilia fiddled with her fingers. "Taking memories of people like this is really important isn't it?" She asked.

Peter nodded.

"Then I've decided," she said. "You can take a memory of me and I know it's just a memory, but I don't have to see it or anything. I trust you," Emilia added.

"You sure?" He asked.

"Mmhmm."

Peter held the phone up, the back camera facing her. "Strike a pose, like someone is going to paint you!"

Emilia pressed her hands into her lap and smiled, her head cocked to the side a little bit so that the white bloom on the side of her bangs was pointed up into the sky. The artificial camera shutter sounded and there she was captured in his phone. Peter took the phone and looked at it.

"What?" She asked.

"It's no big deal, never mind," Peter said.

"You're still an awful liar, you know that?"

"It's just that, even with everything going on, I'm really glad I met you, Emilia."

In the distance orange orbs danced and moved. They flickered and swayed side to side in an odd pattern so much so that it took Peter a moment to realize what he was seeing. It was only after his stare caught Emilia's attention and she said it out loud that he was sure it was just that.

"Lanterns?" Emilia spoke the word he had just been thinking.

"Do you think Roswaal is expecting someone?" Peter asked.

"Roswaal went out on business earlier," she said.

No tingling yet, but sometimes it was only in the split second before the danger struck. "Emilia, can you take my books inside and get Steve?"

"Oh, are you sure?"

Peter nodded. "Roswaal asked me to look out for you, so that's what I am going to do," he said.

"O-oh, right," Emilia said. She grabbed his things in a stack and ran back inside as Peter jogged out to meet the group of lanterns coming up the road.

"It's you, from earlier," one of the men said, the others hung back. They were on Ground Dragon back and carrying little swords tucked into their waists. "Did you see any kids come through here?"

"What do you mean?" Asked Peter.

"Several of the town's children have gone missing—we thought they may have come up here," said the man.

"We haven't seen anything," Peter said.

"Where is Lord Roswaal?"

"Away, just tell me exactly what happened?" Peter said.

"It isn't clear, they were there and a moment later they were all gone."

Peter nodded. "Look, head back toward town and then take the Y in the road, it looked like that path ran along the back of the city, right?" Peter had a knack for directions and looking at something from the ground and imagining it from the sky after a few years doing just that all over Queens.

The villager nodded.

"Take the longer way back and look for them along there. I'll bring help and we're going to take the direct route into town," Peter explained.

"That all makes sense," he said as he rounded his men up.

"We'll be right behind you," Peter said.

They were leaving by the time that Peter got back inside and Steve and Emilia was emerging from the hallway with the two maids hot on the heels.

"Steve, we need to suit up," Peter said.

"What's going on?" Asked Steve.

"Missing kids in the town."

"We can't all go, what if this is some kind of a trap or an attempt to lure Emilia out of the mansion?" Asked Steve.

"What if it's to lure us away from her," Peter suggested.

Ram stepped forward. "I can stay with Emilia and we have Beatrice here—that's more than enough protection along with Puck."

"I can still call him out if I need, it will just be taxing," Emilia said.

Peter and Steve bounded up the stairs to get their things. At the bottom of the stairs Rem walked up to the bottom landing. "I will be coming too—the town is firmly in the Mathers domain, as the head maid I am the one with seniority here and it is my duty to oversee the protection of the people there."

It was about a minute and a half before they emerged from the hall, Steve took the stairs while Peter jumped down and landed on a crouch by the door.

"I was trying to tell you that—"

Steve cut her off. "We heard Miss Rem, we're not going to stand in the way of you doing your duty," he said.

Peter noticed the silvery metal disc on his back, it looked almost like the one that he had used for all of those years. The last time Peter had seen that shield he had been trying to steal it. Over the past few years he had thought back to that moment as one of those life defying things. He had been a small time YouTube meme before that. The Spider-Man from YouTube is exactly how people would often refer to him.

It was everything after Germany that had set him onto the path to being a real hero. Or at least that was how he saw it.

"Are we ready?" Steve asked.

Rem and Peter nodded. The three of them headed out into the night, part of Peter wanted to say something to Emilia. There was a nagging feeling of what if something did happen. He didn't know why all of this was coming on so suddenly. The Ground Dragon posse was well on its way back to town, there was no sign of them anymore.

The trio set off for the village up the main road, just like Peter said they would. Peter hoped that this was all a false alarm and that the kids would be found on that other road getting into some kind of mischief, but everything in side of him told Peter that he ought to know better than that.

When they arrived the town was in a frenzy. Steve helped some people search through old barns and under things where a child might have crawled and been trapped. It was easy enough for him to lift objects that no regular human would be able to get off of the ground.

Peter discreetly jumped to the top of the tall building at the middle of the town square and tried to get a good look at the surrounding land. The village's layout was pretty much like he assumed before from the little bit that he had seen. Still he wanted to see if there was anything at the edges of town that might have been abandoned or over grown. It was hard to see that far at night.

"Karen," Peter whispered as he looked out toward a far edge of town past the river and bridges. "Is it possible to bring up heat signatures?" He asked.

"Yes, but my sensors can only detect a target up to two kilometers away. The trees out here will block your view well before that," said the suit.

"Bring it up, anyway." The eyes of his suit flared to life with an array of colors denoting different temperatures. Though he did see the occasional heat flicker out in the woods, it seemed much too small to be a human. Peter watched Steve down in the town directing the villagers and helping them.

"Deactivate the thermal," Peter said. "You were right, that was a bust."

He flipped down from the rooftop and made his way over to Steve. "Did you find anything out?" Peter asked.

"Only the names of some of the kids. There was a Cain. Mild. Petra—"

Peter cut him off. "Lucas, Meina, and Dine?"

Steve raised an eyebrow. "You've got super hearing?"

"No, those were the same kids from earlier. Rem, Ram and I were with them all for a bit when we came to town," Peter said.

There was a shout from across the town square. It wasn't normal to hear Rem shouting, though it was recognizable as her. "Come quick, I found something," she called.

Steve and Peter ran to where the sound of her voice was coming from and as they worked their way between the buildings Peter realized that this was almost exactly where he had seen Petra before and followed her back to the other kids. Rem explained the hunch that had made her come over here.

"I remembered that Peter and those kids were back here looking at something when I called him and when I came back here to see if they had some kind of hiding place…look," Rem pointed to the little fence where Peter had stood while the girl climbed through. There were foot prints leading off over the fence and up a small hill. Right off to the side of the path the prints took was one of the trees with a crystal embedded into its truck.

Steve sighed. "The crystal is out," he said. "Do you think a mabeast dragged them off?"

"We have to go get them," Peter said.

"I'm frankly shocked that you would go through all this trouble to help children you only met this afternoon," Rem said.

Peter shook his head. "If we let the bad things happen and do nothing to stop them, it's as bad as just doing them ourselves," Peter started, his voice had a ring of determination. Then he thought about how absolutist that sounded. "Not quite as bad, but it's still bad," he added.

The sound of something heavy on a chain moving filled the air and Peter glanced back at Rem to find her holding as spiked mace nearly as big as her torso on a long chain that trailed behind her.

"Um, Miss Rem, what's that?" He asked.

"It's for protection," she said in her monotone voice.

"Where did she have that thing?" He asked glancing at Steve.

"A lady has some extra hiding places," Steve said. Peter looked at him, unable to believe that Captain America had made a dirty joke.

"Captain Rogers, if the children have encountered the wolgarm they will, no doubt, be in need of curse removal spells. I am unable to do this and that goes double for both of you, you're going to need to run back to the house and get Miss Beatrice."

"Wait, I'm not just leaving you two—"

Rem glared at him. "Captain, I am in charge here as I am the Head Maid of Margrave Mather's estate—you can do as I ask or we can waste time trying to figure out who has the will to force the other into complying. I doubt these children have the time to wait for us."

Steve blushed. "Yea-Yes, ma'am. After I get her, I'm coming to assist you though."

"Hopefully, Peter and I can get them and get them back before then," Rem said.

"Right—I'll be back as fast as I can," Steve said. He jogged off though the town. It was probably hard for him to run at top speed with this many people around and it made sense not to alarm anyone more than they had already.

"You ready?" Asked Peter looking to Rem.

She gave him a determined nod before leaping over the fence. The two of them walked along for a bit before he glanced to her again to speak. "I don't think Captain Roger is used to almost anyone talking to him like that," Peter said.

"It's probably not best to bring that up right now," Rem said, it was rather obvious that she wanted to change the subject.

The two of them stalked over the open hills a little longer, on both sides they were flanked by trees. Ahead there was a wide open area with a smaller hill before the land leveled out and went into a wooded area.

"We're close," Rem said.

"Close? How can you tell?"

Rem stared at Peter. "Can't you smell it?" Rem asks.

Peter lifted his mask over his nose trying to get a better whiff of the air. "It smells like an animal, kind of far away really."

"Why do you wear that armor?" Rem asked.

"It's my Spider Suit—it's just what I am used to in situations like this," Peter explained.

Karen's voice spoke out of nowhere. "I've maintained a scan for heat signatures, you're coming up on a group now." She highlighted the area where the heat signatures were and in the darkness Peter could see them now too. Several small, lifeless bodies laying out on an open hill

"There they are," Rem shouted as she broke into a run.

As they were nearing the crest of this small hill, Peter webbed the ground ahead of him and pulled himself forward as he jumped. Zip webbing was an effective way to cover a short distance quickly when there was nothing tall to swing off of. He would have usually thought about the web consumption, but this was the first actual emergency he had dealt with in days.

Peter landed and sprung back into the air to cover the rest of the distance, landing in the middle of the circle of children. He counted. Six children. That should have been it. They were passed out, but the suit brought up vitals on them from what it could see.

"They're still breathing," Peter told Rem as she ran up. The ball and chain she had carried before was gone just as fast as it had appeared. How was she doing that?

Most of the children were out cold, Rem knelt down next to one feeling their head. "I'm going to try and get them back on their feet, you stand guard in chase whoever did this comes back," Rem said.

"Should we just get them back to town and worry about it there?" Peter asked.

Rem considered this. "Come on, help me carry them."

When Rem went to put her arms around Petra, the girl stirred, her light blue eyes staring up at the maid. "Rem-Rem," Petra said.

"Don't try to speak, we're going to get you out of here," Peter said.

"One…gone," Petra said.

"One what?" Peter wondered out loud.

"Someone," Petra said.

Peter looked at the kids in attendance and he recognized them and could match all of the names to faces. Mild, the twins, Meina, and Lucas. That was it, he thought for a moment. Then he remembered the mean girl who seemed to happy about letting that puppy bite him. He never got her name and she was nowhere to be found.

"Do you think you can get them back to town by yourself?" Asked Peter.

"You're planning to go off and look for one kid by yourself?" Rem said.

"We already don't have much time, you've actually got healing magic. I'm useless at that, but I can track her using some of the suits abilities," Peter said.

"Be careful. I'm coming back to find you as soon as I get the children to safety," Rem said.

"I'll grab her and be back before you know it," Peter said as she jogged off through the night toward the line of trees just past where they were stopped. Something told him this was the way that he needed to go. As he left the immediate area where Rem was he could still hear her muttering to the children.

He moved deeper into the woods and the darkness soak into the ground around him, the light vanished in a way that was almost supernatural. He could feel his senses on high alert, the hair on his arms prickled under his suit. His tingle had also begun to sound, ringing like an ominous bell deep inside of his chest.

"Movement detected on all sides," came Karen's voice.

"I know."

He kept moving, ahead he could see light. Thought he felt the things stalking in behind him.

"It might be unwise to lead the mabeasts toward the little girl," Karen said.

"Thanks, Karen."

"Your sarcasm isn't appreciated, Peter."

There was a guttural snarl and Peter spun around to see a pair of red eyes growing larger out of the darkness. He caught the monster by the jaws, narrowly avoiding getting bitten. He positioned his wrist so that he was aiming the web shooter down the things throat and fired a ball burst down its gullet. The mabeast gasped, grunted, and whined out.

Peter turned and resumed his trek as the thing chocked and sputtered behind him. Unable to chase him while its entire throat filled with web. He moved faster now. He had to make it to that clearing before any of them got to that girl.

More of them set upon him now, their eyes were the best marker for their movement as they lit up a piercing red even in the darkness like this. Peter leapt over one, kicking off its back and he webbed down to the ground to strike another hard before punching it and sending it flying to the side.

Three more tried to box him in, cutting off his direct path to the clearing. Peter had to battle his way to them before he could even think about that. He considered going up, flinging himself high, but there might be more of them ready to meet him and he would end up spending the time fighting them back and possibly using even more of his precious web fluid.

As he roundhouse kicked another of the wolgarm, he spotted someone mid-rotation. For a split second the hair made him think it was Emilia. Why would she be out here? How would she even have found him. This girl had different hair, it seemed to glow instead of shine, and despite the darkness of the forest she was perfectly visible. Her height and deep blue eyes with bushy, white lashes were the real dead give away that this was not Emilia.

"It's not safe here!" Peter shouted.

She made no effort to leave or speak and instead watched as Peter caught hold of one of the creatures by the neck, squeezing until he snapped its body. One lunged of them at the girl. He didn't know who she was, but he couldn't let her get torn to shreds. Was she…smiling?

Peter webbed to a tree behind her, yanking himself forward in time to grab the young girl up into his arms and ferry her out of danger and to the side of where the brunt of the mabeasts were congregating. He landed with her in his arms. "Got ya, you're alright now," Peter said.

And then he turned to put her down only to find himself holding one of the wolgarm, its snarling maw snapping and trying to get at his face. How did this happen, he had grabbed the girl.

Peter dropped the creature and kicked it off into the forest only as he watched it sail away it was the body of the little girl again, the white robe-like sheet she wore flapping in the wind as she thudded to a stop against a tree.

"No!"

He went to go after her, but his sense caught wind of an incoming attack from the rear. He flipped over a wolgarm and made for the tree where she had fallen, landing in a crouch against the massive trunk. There was no body. No sign of the little girl he had rescued, seen turn into a wolgarm, and then back into a little girl. She was there only to vanish.

Something had happened to him was he seeing things or was this some other power that the mabeasts had. He met the onslaught of these next few head on, swiping them to the side with a strong backhand to send the first two reeling to the side and jumping up to stomp down on the other.

Time to cut my losses, Peter thought. He had wasted too much time in these woods and if he could get to where he could see the girl he was looking for then maybe he would have a chance to head back with her. He webbed two trees, pulling the web lines taut and back at an angle to catapult himself up into the air toward the clearing he had seen early.

As he sailed up through the trees, Peter glanced down at his side and saw the girl dressed in white again. She was standing in the forest as if there were no threat to her mortal well being at all clapping happily and watching him zip up into the air. A large shadow, one of the mabeasts dove over her and caught her at the neck taking her to the ground.

"It's got to be the curse," Peter said to himself as he flipped up into the night sky. "There's no one else out here but me and the village girl, yeah. That's right."

"Incorrect," Karen said. "There was definitely a girl there, Peter."

"We're going to have to put a pin in that, there's the missing kid," Peter said.

He saw her small form, half concealed by a downed tree that lay on the ground in front of where she had been placed. He landed out into the open without anymore of the wolgarm immediately able to rush him. This was a wide space, the tree would stop them from approaching her from that direction, but he had a lot of area to guard.

"The girl's life signs are normal," said Karen. "Now that's odd."

"What?" Peter asked.

"She just seems to be sleep," Karen said.

Peter could grab her and make a run for it, but with the barrier out these downed in that spot they could rush into the town and cause even more havoc. If Peter could put enough of them down right here he could keep them off of that girl and keep them from hurting anyone else.

"Here they come," Karen said as his tingle rang in his head.

Red eyes appeared along the darkened edge of the forest in the shadows of the trees. Five wolgarm lunged out of the woods rushing across the open ground toward him. There was one out front of the others, he webbed it and yanked it into the air. He leaped up to meet it and slam both of his fists into its side pounding it back to the ground to take out another one.

He landed and caught another one of the dog-like creatures at the side tussling it to the ground and trying to hold it there. As Peter pressed against it, he could feel its bones snapping under his grip.

"There's too many of them. Even for you, Peter. You can defend yourself," Karen said as Peter kicked at another of the creatures that was snapping at his feet. "But you can't protect you and the girl."

Peter rolled the mabeast he had been holding over and pushed it onto the one that was trying to snap at him.

"If I can't protect one kid, what good am I?" Peter said. "Activating Instant Kill Mode!"

The 2.0 suit was immediately sheathed over by the Iron Spider nanites with the four spider like legs sprouting from his back. The eyes on Peter's suit blacked out, taking on a red glow at their center. He met the next group of the mabeast head on, this time letting the spider legs at the back of the suit cover him from behind. Karen worked them for him, tearing at the mabeasts at his back and catching them with their considerable strength.

Out front Peter battered the creatures back. He webbed a tree trunk a little was away and ripped it from the ground and jerked it down on a group coming out of the woods. He had attracted their attention now, they were pooling around him and completely ignoring the young girl.

At least that was working. He couldn't believe how many of them he was holding and thus far the suit had held up to their bite marks. What was that Elsa woman's knife made of?

Peter began to try and force the creatures back to the tree line and he hoped beyond hope that they were all over here instead of some of them choosing to attack Rem further back and cut her off. He worried that she would get easily overwhelmed and eaten.

"I'm the man. I'm the man. I'm the man." Peter chanted to himself, hoping to give him the drive to keep going. He was the only one out here. He was the only one able to protect her…

"Woof. Woof."

Just then he heard a little bark, like that of a puppy and looked up to see that dog from before. It had the same bald spot on its head as the puppy that tried to bite him earlier. Was it trying to protect the girl?

"Woof. Woof."

His tingle had gone off the last time that he interacted with this creature, like he had been scratched by cats and other small injuries like that. It didn't always trigger, especially not like it had earlier today. Was it a mabeast puppy?

"Get away from her, puppy!" Peter yelled over the fighting as his spider legs caught one of the wolgarm just above his head. The beast's open jaws were right above him, drooling and dripping onto his suit. By now he was covered in wolgarm blood and other materials.

When the Karen used the legs to rip into this one and spill its blood all over him he hardly noticed the difference.

"These are like demons right? It's okay to kill demons, I guess?" Peter said.

A heavy chain sound rang out at the edge of the woods and two trees were cut down as dust swirled around a figure that moved too fast to be human. Her beautifully crafted dress flapped around her as she moved, her Mary Jane style shoes pounding at the ground as she charged out of the tree line with the spiked ball on chain orbiting around her as easily people did tricks with a yo-yo.

"Peter!" Rem called out in a panic as she jumped into the air rotating her body rapidly so that the ball launched itself to ward the heap of monsters around Peter and cut away at a swath of them and send their broken bodies careening away.

Rem moved with the control and grace of a dancer and the heavy spiked ball on a chain was her partner. She whipped it through the air, causing it to circle around her and clear out a pack of the beasts with a precision that made Peter pause. The ball came back to her and she palmed it like a basketball, despite the fact that Peter could tell there was ample weight to it judging by the way it moved and how much force it hit with.

"They're everywhere. And there's more of them coming!" Rem said, her voice colored with desperation.

"Grab her and I'll hold them off," Peter said.

"You're faster," Rem said. "I can keep them off of us during a retreat!"

Peter knew her to be right, but he worried that if he let Rem cover his back that she wouldn't really try to make it out alive. There was a hopelessness in her voice and demeanor, like she was prepared to die right here and now. Actually, like it didn't matter if she died at all.

Peter scooped up the little blue haired girl and used the spider legs to hold her tight to his back so that he could keep his hands free. Ram was battering the wolgarm, bringing the spiked ball down on their heads and retracting it back toward herself to whirl it around and sweep away another crowd of them.

"Woof. Woof."

The little dog had moved at some point, it was further out from him and Rem. What was it doing?

"If you're not right behind me, Miss Rem, I'm going to web you to my back," Peter said as he went to move past her and make for the tree line.

"Got it," Rem said as Peter noticed the ground beneath her feet bulge and glow like there was some intense pressure building up in the spot where she stood.

Peter spun, arm outstretched and fingers poised on his web button to fire and pull Rem to safety. The red indicator on his heads up display appeared at the moment he pressed his fingers to his palm.

-WEB FLUID LOW-

Blink.

-WEB FLUID LOW-

Blink.

-WEB FLUID LOW-

The webbing stream rocketed toward Rem, but he was already too late. A geyser of fire erupted from ground engulfing Rem's entire body in a column of flame. His web burned away as it hit the spot where she had been standing and Peter glanced around. The creatures were encircling him now, he could only defend one side of his body and with his back carrying the girl there was little that he could do.

But Rem…

He tried to fight the creatures off, to keep them at bay. He saw the fire stop coming out of the ground and he spotted Rem's form laying against the grass. Her dress tattered and shredded away in spots.

"No…"

Peter wanted to pull her to him, but he needed any web to assure that he could get out of this place. And without Rem he couldn't even repair the barrier so the wolgarm would just flood back through into the town.

"Rem! Rem!" Peter yelled.

He couldn't get a clear look at her and he was afraid to turn that way again both because of the herd of mabeasts and because of what he might see. Peter had to make a choice, but how could he leave Rem. Her heard that little dog barking again, this time more frantically and with aggressive growls.

"Woof. Woof. Grrrr. Woof."

"Peter, wait…" Karen's voice said.

There was a burst of wind that swirled outward from a point to his left, it blew past washing over him and the mabeasts with such force that he and all of the creatures turned to look. Where she had fallen near that puppy he could see Rem climbing to her feet, her eyes crazed.

She arched her back, stumbling upright until she was bent back and looking at the moon in the night sky. There were wisps of red energy orbiting her, it reminded him of some of the things he had seen around Doctor Strange but this felt different. Sinister.

Rem's arms dropped back, hanging down at her sides as a hooked red object burst from her forehead, pushing her bangs aside. With a maddening little giggle, Rem bent down and grabbed for the handle of her weapon.

"Mabeast." Rem said in a flat lifeless voice before cackling again. She lifted the handle of her weapon up, whipping it down so that the ball slammed into the ground stirring up dust and rock. Then she repeated the word.

"Mabeast. Mabeast. Mabeast!" Rem's voice intensified as she chanted. Finally she hunched down as if taken by some animalistic rage and let out a deafening snarl. It was like she was challenging the creatures to come after her, goading them into a fight.

And it was working.

Peter stood frozen, watching as Rem bare handed pummeled the creatures into submission, speed punching her way clean through them and, at times, using her chain to shred them to pieces.

"What the fuck?" Peter said. "Rem is a demon?"