Miles was on his way towards F.E.A.S.T. and making his way through the Glades and passed a few people.

"Hey, what are you doing here?" One of them asks and Miles ignores them and keeps going.

Another of them walk over and push Miles down and kick him. Miles doesn't take this lying down and quickly got up and tackled him.

"Kids a fighter." The first one laughed as he grabbed Miles and tossed him at the wall, sending him toppling.

Before anything else could happen, Peter came in swinging and kick the first one as he came down and then punched the second one across the jaw, causing him to fall onto the ally.

"Do you guys seriously need to pick on a teenager to feel better about yourselves?" Peter questioned the unconscious men and looked towards Miles, feeling guilty again for not saving his father. "You okay?" He asks as he raised his hand for Miles to take.

Miles looked up at his rescuer and was shocked to see his hero was his savior. He took his hand and began to shake it in shock. "You're...you're Spider-Man. You're the Amazing Spider-Man. The spectacular Spider-Man!"

"And a few other adjectives that Jameson favors over those." Peter said jokingly as he shook the kid's hand. "Look, that was a brave thing standing up for those attackers, but next time wait for the big hitters." He then started to walk off when Miles stopped him.

"Okay, but what if there aren't any around?" Miles questions, causing Peter to stop and turn to face him.

"Well, you can't exactly go running at someone twice your size and expect to win." Peter stated. "If the other guy's bigger, then you gotta be quicker."

"Okay, that's easy for you to say, I mean, I just can't do what you do." Miles stated, but Peter sighed and decided to use one of Sticks' lessons on him.

"Okay, put 'em up." Peter said as he turned and raised his hands.

"Seriously?" Miles asks and does as he asks.

"Now, first thing's first; don't let the adrenaline get to you. Breath in slow." Peter instructed Miles who took a deep breath as he instructed. "Breath deeps. Relax. Keep your hips squared to your opponent. Let your opponent make the first move. Then use your feet, and once they go off balance, look for an opening and make your move." He instructed as he placed his hand to Peter's face.

Miles lightly punched him as instructed. "Like that?"

Peter nodded as he seemed to be getting it. "Yeah, that's it." They then went back to their original stances as he gets ready for him to hit. "Okay. Now, only this time, let me have it. Right in the jaw. I promise you; I can take-"

Before he finished, Miles punched Peter in the face and sent him toppling back a little.

"Oops! Sorry. Sorry. I'm sorry. I didn't-" Miles quickly started apologizing as Peter just chuckled and rubbed his jaw.

"No, no, no, it's all good." Peter assured him. "You keep it up and you'll be fine."

"Really?" Miles asked.

"Yeah." Peter promises him, causing Miles to smile as he walks off.

"Hey...thanks." Miles called out one last time.

"Anytime." Peter promises and shoots a web out on the bridge and used it to pull himself off to start swinging towards F.E.A.S.T. to make it before Miles does.

Miles looked down at his fist with a smile. "I just punched Spider-Man." He then kept going and made his way over to F.E.A.S.T. himself.


Ashley Barton was just making it up the steps to F.E.A.S.T. when she got a call from her dad.

"Hey, dad." Ashley sighed as she answered.

What she didn't notice was there was a figure watching her from a distance in a dark suit. "Hey, honey, just wanted to make sure you got to F.E.A.S.T. safely."

"Yeah, I'm here." Ashley said with a sigh.

"You know, you don't have to do this." Clint informed her.

"Yeah, you kinda didn't give me a real choice if you recall. Either this or another several weeks of therapy. I'm happy for the help they gave me, but I need something different." Ashley said as she reached the doors. "Maybe here I can do something worthwhile."

"Heh, you sound like your mother." Clint said happily. "I'll let you go now, I'll see you when I get home, bye."

"Bye, dad." Ashley said and hanged up before heading inside.


Inside, Peter and MJ were talking with Anya about everything that's happening

"So get this, Devils Breath is supposed to be a cure for diseases, but right now, it could wipe out half the city in under a month." Peter informed MJ about his discovery.

"Why would Li want that?" MJ questioned.

"You're asking why a bunch of terrorists that are currently hell-bent on tearing Oscorp down is trying to locate a dangerous bioweapon created by Oscorp?" Anya questioned her. "It just seemed to answer itself for me."

"She's right." Peter agreed with Anya. "Whatever Li's vendetta is, it's with Oscorp. And we need to find out where they're keeping Isaac before Li finds him."

"Okay, so what's your plan when you find him?" MJ was curious to hear.

"I'm...I'm working on a plan." Peter promised when he noticed Ashley was coming in. "We'll continue this talk later." He then quickly sped over to her. She wore some cut up jeans and an all-black shirt with some band he's never heard of. "Hey, Ashley, right? I'm Peter."

"Hey." Ashley greeted with a smile as they shook hands. "Sorry I'm a little late."

"Ah, no, I'm just happy you're here." Peter said as Miles came in nervously and scratched his arm. "Miles." He called him over to them.

"Hey. Peter, right?" Miles asked. "I recognized you from school."

"Right, I almost forgot we have a few classes together." Peter shrugged. "So, Miles, if you can just walk around, get comfortable with the place. I'll come by a little later to check on you later. Ashley, come with me." He then strolled off to show Ashley where she can help.

Miles just picked up a coffee mug and started to work around the place. But then he suddenly felt something bite him, and he cried in pain as he smacked his hand before looking in surprise to see that it was a spider.

"What..?" Miles questions.

Peter and Ashley then made it to the kitchen where May was working. "Hey, May, brought you some help. This is Ashley Barton."

"Hello, Ashley. Nice to meet you." May greeted with a smile. "Grab an apron, wash your hands, and I'll show you around."

Peter then looked and got an alert from Yuri. "I need to take this." He said and quickly snuck off to answer it. "Hey. Is this going to be a regular thing with us?"

"I'm starting to think it is." Yuri took a wild guess. "I found out where they're transporting Isaac from. It's really a hunch, but Black Bat has been sending all her resources there."

"Then I'll make sure nothing happens there. No idea where Li is or what he's planning. He might ambush them there." Peter explained as he passed Anya and MJ.

"You might not wanna do that, Felicia said you're not welcome there." Yuri warned him.

Peter scoffed at that and rolling his eyes. "What's she going to do, shoot me?"

"I wouldn't hold it against her." Yuri stated. "And if this Devils Breath does in fact gets loose, how much worry should we be?"

"The glades would look like a bus crash compared to Devils Breath." Peter answered.

"I shouldn't have asked." Yuri sighed and hanged up.

"What's the plan?" MJ asked.

"If everything goes according to plan, everything turns out fine and Devils Breath leaves the city." Peter told them.

"And the worst case scenario?" Anya was afraid to ask.

"Pray you can evolve from something that doesn't need to breathe in under a day." Peter said sternly before quickly making it to the roof to change.

"What are our chances everything goes smoothly?" Anya asked.

"As much as his chances are of staying out of trouble." MJ answered.


Peter quickly swung off towards the safe house as it wasn't really discrete due to the fact there was an army of S.H.I.E.L.D. trucks all around the block when his senses set something off.

Something big.

"Oh god..."

Meanwhile at the safe house, Isaac was just getting ready to be transported by S.H.I.E.L.D. and into the trucks just as the ground began to shake.

Down the block, they saw as a gigantic eight wheeler truck came ramming through the buildings and streets. S.H.I.E.L.D. opened fire on the vehicle, but it was designed to take critical damage from just about anything.

The Demons then shoot out several rockets and blew their blockade to nothing. They also drove through enough to make it to Isaac's transport where the back of it opened so that more Demons could come out and start shooting.

Li then came out of the front of the vehicle and stabbed one of them with his sword before grabbing Isaac and dragging him inside.

"Welcome aboard, Dr. Delaney." Li greeted him with a smile before closing the door and drove off.

Just as they drove off, Peter leaped down and tried to help them stand back up, but they push him off.

"We don't need your help!" An S.H.I.E.L.D. agent informed Peter.

"Yeah, it looks that way." Peter said sarcastically as he webbed a hydrant and pulled off a side of it to take care of the fires before racing off and using a sign to leap off and swings away.

Luckily, a gigantic truck like that is hard to miss. You know, after you know what you're looking for.

"I gotta stop that truck...or tank, or whatever the heck that thing is." Peter stated as he swung after the tank through the city as they began to shoot missiles at him. "Oh, come on, guys! This rocket thing is getting old!"

Peter then swung on top of the vehicle and kicked one of the Demons off and quickly shot another web, so he was stuck to the wall of a building.

Just as Peter was going to find a way to stop the truck, a giant plane came down and started opening fire on them.

"Oh, come on! What the heck is that?!" Peter questioned.

"This is S.H.I.E.L.D. We have authorization for deadly force. There will be no further warnings!" Black Bat warns them from the Quinjet.

"What?! You crazy lady, there's a biological weapon in there!" Peter tried to scream through the explosions and destruction.

"All troops, open fire!" Black Bat cried out as they do just that.

"I hate the government!" Peter cried and missed the Demon coming up from behind him, due to his senses going nuts from the explosions, Peter never registered him coming.

But just then, an arrow comes down and shot him in the back with a rope attached, causing Peter to hear the cries in pain and turned to see the man just as he's yanked away to who knows where.

"Who the hell was that?" Peter questioned when he saw a dozen people running in terror of the truck just as it smashes into a few protesters of Osborn. "Sorry!" He then felt his senses go off just as he looked and saw construction being worked on for some homes in the Glades.

The truck goes ramming into it and Peter quickly shot two webs before he yanked himself through the destruction as everything fell around him. He then landed on the hood of the truck and came face to face with Martin.

"Martin, pull over!" Peter demanded the man.

Li obviously doesn't do that and pulled out a gun that released demon bullets, which Peter immediately dodged and grabbed onto the side of the vehicle. He then uses the door window and punches it, causing it to crack just as Li opened the door.

Peter then lost his balance and tried his hardest to hold onto the door when the door falls off his hinges. "This was poorly designed!" He stated as he fell down and used the door to stay on board as he slid under the car.

Peter then tries his hardest to find something to latch onto and grabbed something which ended with him breaking a line that turned out to be brake fluid.

"Ugh, can this get any worse?" Peter questioned as his suit gets drenched in the fluid just as Yuri called in. "I jinxed it."

"What's going on? Have you apprehended Li?" Yuri questioned.

"I'm working on it!" Peter declared as he grabbed onto the undercarriage and began to crawl up to the front as he heard Li and the driver talk in Japanese. Or possibly Chinese. You know, he should really look into taking a second language in school.

Peter then reached the front of the truck and saw the briefcase with Devils Breath was removed from the doctor and was by Li's side. He tries his best to not make noise and went for a grab at the case, just as Li noticed him and grabbed his hand.

"What are you doing!?" Peter asked as he tried to break free from his grasp but began to feel himself getting weaker.

"Giving you a new perspective..." Li said as a flash of light consumed Peter's vision.