"Alright. Is that everyone?" Izuku said as he looked around at the piles of fallen villains around him, before turning to Shigaraki and the Nomu. "Yeah, seems like that was everyone. Thanks for the cannon fodder, they made a great workout."

"Oh, are you sure you're warmed up? I could always ask Kurogiri to send some of the villains attacking those kids over here to give you a few more punching bags?"

"What?!" Izuku quickly felt a wave of panic wash over him, as he now knew that 1A was still in danger. "More villains!? Crap I need to get over there now!"

As Izuku turned to follow class 1A, Shigaraki cackled a bit, before saying. "Nomu, knock him out."

BEHIND YOU!

Izuku's spider-sense suddenly went off, stronger than it ever had before, it was so painful and sudden that it stunned Izuku for a moment.

But that moment was more than enough time for Nomu to dash over and pin him to the ground. His massive hand holding him to the ground.

"W-What!?" Izuku was completely shocked by this speed and strength. He tried to push Nomu's hand off him but to no avail. It wasn't just stronger than him, it was much stronger than him.

Nomu lifted him up, and Izuku continued to struggle, before punching Nomu in the face...which did absolutely nothing.

The Nomu then threw him away, with great force, knocking him through the water fountain, his body passing through it like it was made of cardboard.

Izuku's body rolled across the ground, before he dug his fingers into the concrete floor, eventually bringing himself to a stop.

That thing. It's stronger than Rhino! No its...its strength could be compared to All Might! Izuku had never gotten hit by All Might at full power, but his spider-sense was going off even harder than when All Might attacked him back at U.A. Meaning this thing's strength had to at least be in the same ballpark as the symbol of peace.

Speaking spider-sense.

GET OUT OF THERE!

Izuku jumped back, as Nomu charged at Izuku, at speeds he could never hope to match, and punched the place where Izuku was, easily making a huge crater in the concrete floor.

"Hahahaha! Not so confident now huh?!" Shigaraki was laughing hysterically. "This Nomu was bioengineered to defeat the symbol of peace! All Might himself! You think you can take him, do you little bug?"

Bioengineered to defeat All Might?! Izuku thought, even more panic flooding his brain, as he was sweating heavily behind his mask.

If they are planning an attack on All Might, then they might have something capable of fighting him.

As his mother's words rang through his head, he realized how right she was. These weren't just some guys who thought too highly of themselves, these were...something bigger. Something that had been preparing for who knows how long, and came here, ready to kill All Might.

But All Might wasn't here.

It was just him.

And if he wasn't here, it would likely go on, to kill all the students. Which it was VERY capable of doing.

When Izuku landed, he only had a few seconds to get his footing, before the Nomu charged at him, with its fist out forward.

Thanks to his spider-sense, Izuku barely managed to duck in time, allowing the Nomu's fist to go over him, and the Nomu to move a few feet past him.

After that, Izuku immediately turned invisible.

The Nomu turned around but now that Izuku was out of sight, it didn't seem to know what to do next.

It looked around for Izuku, trying to see where he had gone. But Izuku stayed invisible and stayed a respectable distance from the beast.

Ok. looks like I bought myself some time to think. Izuku thought. Now how do I take on a monster that is stronger than me, faster than me, and I can't punch?

Unfortunately, Shigaraki was not intent on giving Izuku any room to breathe. "Oh, so you're just gonna hide like a coward huh? Fine then. Nomu, if you can't see Spider-Man, then just hunt down and kill those kids.

Crap! Izuku immediately turned visible. Now no longer having the option of staying out of sight. "Hey, you big roid bird! I'm over here!"

With its current main objective only a dozen yards away, Nomu immediately moved to attack it, charging forward, before jumping and bringing its hands together, to try and hammer Izuku into the concrete.

Izuku narrowly managed to dodge, once again thanks to his spider-sense, by backflipping. He then immediately shot some webs at its eyes, as well as webbing its feet to the ground.

The Nomu immediately moved to rip the webbing off its face, taking about seven seconds to do so.

Then it raised its feet to free them from the webbing there, and it took about eleven seconds.

Alright, so that's how it is. Izuku took note of how well his webbing worked on the monster.

He couldn't just web it forever. Eventually, he would run out of webbing, and then he would be screwed.

No, he had to be smart, and be careful. And stall things out until backup arrived.

As much as he wanted to help out class 1A with the villains they were facing, right now he had bigger problems. So he just had to hope that they could handle themselves.

XXXXXXXXXX

Meanwhile, class 1A was absolutely surrounded by dozens and dozens of villains.

The entire class goes into a fighting position. As they get ready to fight for their lives.

All except for two students.

"Hyo, I'll do the left, you do the right," Todoroki said to the boy in his class who was also covered in ice. Hyo Ketsu.

Hyo Ketsu, quirk: Ice Lord. Has the ability to create and manipulate ice. The less hydrated he is, the less powerful this ability becomes. (He's Ice-Man.)

Both kids put their foot down on the respective sides they were standing on, and as the villains charged at them-

SHIN

They were all immediately frozen.

The rest of the students stood there in shock, as did the teachers.

"Yeah, man! High five!" Hyo approached Todoroki with his hand raised, only to be left hanging by the bi-colored boy.

"Well...that was anticlimactic," Kaminari said.

"Yeah well...at least we're out of danger...for now," Momo said.

"Wait a minute if you two could have done that the whole time?!" Mina asked the two icy boys.

Before either of them could answer, Aizawa spoke up.

"Because your students. You're not supposed to fight villains, at all." Aizawa said firmly.

"So we're ready to walk into an ambush, but not ready to fight villains?" Ochaco pointed out, crossing her arms.

"We can explain that later, for now, we need to get out of here." Thirteen said, pointing at the exit which was covered by boulders. "I'll turn them to dust, all of you just wait he-"

"AHHHHHHHHHHH!"

CRASH!

Suddenly, behind them, Izuku fell out of the air, hitting the ground hard enough to make huge cracks in the concrete.

"Owww." Izuku wheezed.

"Spider-Man?!" Thirteen said, surprised to see him like this.

"That's me. Ohhhhh." Izuku groaned as he pushed himself up before he looked at the class urgently. "You guys need to get out of here! Now! There's-"

IT'S COMING! FROM ABOVE!

Izuku flipped to the side, just in time to avoid the Nomu crashing down on him.

The impact from Nomu touching down caused harsh winds to kick up around where he landed, making Class 1A and their teachers cover their faces to protect them from the strong winds.

"Woah!" Sero said.

"Everyone get back!" Aizawa told his students.

Izuku immediately ran at Nomu, who raised its arm in an attempt to smash Izuku, but Izuku jumped up into the air to dodge it, before raining down webs in its face.

Nomu quickly ripped the webs off its face and turned around to engage Izuku.

It launched a punch at Izuku, and he didn't have enough time to fully dodge as the Nomu's attack was coming for his head, so Izuku raised his arm to the side of his head, and using all his strength, he moved the Nomu's attack slight, so instead the Nomu's arm scraped against the side of his forearm, tearing up the costume, and his skin, while his bones ached because of how much force it took to do that.

Nomu tried to punch him with its other fist, but Izuku jumped over it and delivered a punch to its back...still doing nothing.

Damn it I still can't hurt this thing!? Izuku had tried his hardest, but no matter what he did, none of his attacks would do anything against this Nomu.

Meanwhile, Nomu swung its arm back, and hit Izuku in the face with its elbow, causing Izuku to get sent flying to the left.

"Agh!" Izuku cried out in pain, as he landed on his back.

He didn't stay there long, as before he could even recover from the last hit, the Nomu ran at him, and grabbed him by his foot, squeezing down on his ankle so hard it bruised the bone underneath.

But that was just the beginning of the pain Izuku would be put through, as Nomu raised Izuku in the air, before slamming him down.

SLAM!

SLAM!

SLAM!

SLAM!

"AGGGGHHHHHHHHHH!" Izuku shouted in pain, as he was slammed into the ground with enough force to level a building, over and over, and over again. Being slammed on his back, and his front, doing thorough damage to both sides of him.

Meanwhile, class 1A and the teachers were watching this whole thing, completely stunned.

Aizawa quickly tried to use his quirk on the Nomu, but it didn't seem to have any effect. "Damn it. It has a mutation quirk."

"What the hell!? It's killing Spider-Man!?" Mineta shouted out, fearful that such a powerful monster was so close to them.

"Not on my watch!" Hyo shouted.

He unleashed a wave of ice at the Nomu, which covered it all the way up to its hand, while it was raising Izuku in the air.

Izuku took a moment to breathe, before looking down, and kicking Nomu's ice-covered shoulder, causing the ice to crack, and the beast's whole arm to fall off, and its hand to release Izuku's ankle.

"Ahhh." Izuku groaned as he pulled himself up. His whole body ached. He could feel the sheer amount of broken bones he had right now, in almost every part of his body, and he could taste blood in his mouth. "Thank you."

Aizawa went up to Izuku. "What happened?!"

"That thing...he said it was...bioengineered to kill All Might," Izuku said. "It's strong...strong enough to give All Might a challenge, ohhh."

Izuku fell to his knees. His legs just hurt so damn much.

"Finished already?"

Everyone immediately turned their attention to behind the frozen Nomu and saw Shigaraki stepping out of one of Kurogiri's portals, still looking way too happy.

"Yeah, I'd say we're wrapping things up here." Izuku forced himself to his feet once more. "Unless you happened to have brought two All Might killing super weapons...y-you didn't right?"

Shigaraki laughed at this. "No, no. The one was enough. Speaking of which."

Tomura snapped his fingers, and suddenly the Nomu broke out of the ice, almost instantly.

And then even worse, its arm started growing back.

"What the-!" Izuku was completely stunned.

"Surprise? You didn't think super strength, and shock absorption were Nomu's only quirks? Did you?" Shigaraki asked with murderous glee. "This is hyperspeed regeneration. Any damage you manage to inflict will be repaired almost instantly."

Once Nomu's arm regenerated, it immediately charged towards Izuku and attempted to slam both fists down on him, but Izuku managed to jump up in the nick of time, before raining down a barrage of webs, Webbing its hands and feet to the ground while also webbing its eyes, all while using multiple layers of webs.

"Alright, enough games you guys need to get out of here!" Izuku told them, his tone dead serious.

"You can't fight that thing alone, it will kill you." Aizawa pointed out, getting in a fight position.

"And what exactly will change if you stay here and help me?" Izuku asked him. "Other than you getting in my way?"

Aizawa flinched at that, it being more painful because of how true it was. Against someone like this, he would only be dead weight.

"I can hold it off long enough for you all to get away," Izuku told them. "Now get going!"

"But...you'll die." Ochaco pointed out.

"And you'll live," Izuku replied, with absolutely no hesitation.

It was then when the Nomu finally broke free and lunged at Izuku, who dove forward to avoid getting stomped.

"Go!" Izuku shouted as he continued to dodge Nomu's attacks.

The students watched Izuku fight, or rather stall the Nomu for a few seconds.

"He's...going to sacrifice himself so we can get away," Toru said, in awe and horror.

"He's so...manly!" Kirishima said, before becoming determined. "We have to do something! We can't just let him die."

"What you have to do is get out of here," Aizawa said to his students sternly, before turning to Thirteen. "Thirteen, the rocks!"

"R-Right." Thirteen seemed hesitant but ultimately ran off towards the exit so she could destroy the boulders blocking the path.

"Wait, so we're just going to leave him to die!?" Hana asked in outrage. "Screw that!"

The class all gave varying looks, saying they either agreed with this sentiment or were hesitant.

"And what exactly do you intend to do about it?" Aizawa asked them.

Suddenly their expressions started to become a lot less fierce, as they looked back at the fight, and saw how strong, and fast Nomu was and remembered how little Hyo did to it.

"Spider-Man is dodging punches so fast that my trained eyes can barely see them," Aizawa told them his voice deadly serious. "And if you don't recall, it regrew its entire arm. None of you are capable of doing anything more than slowing Spider-Man down, our only hope of getting him out of here alive is escaping and calling for backup."

For the most part, that seemed to put down any notion of fighting, the students had...at least until one student spoke up.

"And what are the chances they'll arrive before he dies?" Tsu asked.

Everyone looked at her in surprise for a moment, before looking to Aizawa for the answer.

Shota grit his teeth, as he knew that his students definitely wouldn't like the answer to that question.

Because he hated it.

But his silence spoke for him, as the students looked horrified.

"The exit is unblocked!" Thirteen shouted after she finished making hole to the outside with her quirk. "Everyone, get out of the building."

"Come on." Aizawa started moving towards the exit, with a remorseful look on his face. "There's nothing we can do to help him now."

The students all hesitated, looking extremely frustrated, afraid, and even hopeless.

Meanwhile, Tsu...remembered something All Might told her.

XXXXXXXXXXX

Months ago, when Tsu was in the hospital, during All Might's first visit, after he just finished explaining One for All to her, as well as the story behind his injury.

"Oh, and don't worry about the illegal use of your quirk." All Might told her, waving his hand to signifying hand waving it. "I've already taken care of it. Honestly, it's more a crime they'd charge you for, considering your quirk, and that had you not used it, I would have died."

"I understand why they charged me, it is a law after all, but that is more than a bit unfair," Tsu replied.

All Might looked her over a bit, deciding something in his head, before he came to the conclusion that he would impart some wisdom here. "Just because it's a law, doesn't make it right young Asui."

"Hmmm?" Asui gave him a curious look.

"Stick adherence to the law does not always work when you're trying to be a hero. You can't always follow what those in charge are saying" All Might told her. "Not everyone in charge has the people's best interest in mind. And not all the ones that do, always know what they're doing."

"Are you telling me to break the laws, and disobey orders if I feel like it doesn't work for me?" Asui asked him, giving him a confused look. "That sounds like a dangerous mindset. It sounds like something a vigilante or a villain would do."

"With that blunt honesty as always young Asui!" All Might said, before getting a more serious look on his face. "But if a pro hero told you to stand back, and let me die back there, would you have?"

"If a pro hero was there they would have saved you." Asui countered.

All Might shook his head. "Not always young Asui. As I said, not everyone with authority knows what they're doing. So sometimes, you have to make your own decisions, in times of crisis."

XXXXXXXXXXX

Asui hadn't fully understood what All Might meant back then, but she was starting to get it now.

Whatever decisions, Aizawa, Thirteen, and the rest of the U.A. staff made, it led to them willingly bringing students into a villain ambush.

And now he was telling them to let Spider-Man die.

Asui didn't like vigilantes. But Spider-Man was a good person. A good enough person to sacrifice his own life just so she and her friends can get out safely. He definitely didn't deserve to die.

She was to be the future symbol of peace, All Might's successor, and if she couldn't save him, then who could?

And so a plan formed in her head.

"We're not going to let him die," Asui said, as bluntly and plainly as she said everything else.

"Huh?" Ochaco, as well as the rest of the class, stopped and looked at her.

"Asui what the hell are you saying?" Aizawa was starting to lose his patience. "We can't do anything to that-"

"You can't do anything to that thing." Asui corrected him. "We can."

"I know how you feel, but I froze its arm off and it just grew it back. How are we gonna take that thing down?" Hyo asked her.

"We don't need to damage it, at least not in the typical way," Asui told them. "I have...a plan. And I need your help."

One for All could...apparently, enhance the power of the user's quirk.

But with her quirk, there wasn't much it could do. It didn't make her tongue longer, or make her more frog-like...but it did enhance one part of her physiology.

XXXXXXXXX

Izuku was tired.

And as Nomu's fist swung in front of him, grazing his stomach and making another gash in his costume and skin, he couldn't help but feel how tired he was.

His muscles were burning, his bones were aching, his ears were running, he could feel blood on his lips, and he was struggling to even breathe.

He wanted so badly to just lay down and take a nap.

But he needed to buy them time. And so he'd keep going. For as long as he could.

Izuku ducked under another blow and then dodged another one by moving to the side, and then another, and another. Fist coming at him non-stop, if it weren't for his spider-sense, he would have lost this battle long ago.

But he couldn't dodge forever, and eventually, he messed up his footing, and Nomu's fist slammed down into his arm.

WHACK!

THUD!

Izuku went down, he felt the bone in his right arm almost snap. It was so painful that he went into shock for a moment.

But Nomu didn't stop, kneeling down, and started punching him in the face.

WHAM!

WHAM!

WHAM!

WHAM!

After four punches, spots started appearing in his vision, and definitely out of it. One of his eyepieces had even broken out of its socket, exposing his left eye.

Nomu raised its arm to punch Izuku once more-

FWOOSH!

Only for a torrent of fire to engulf it, burning the fist into a charred fist-like thing.

"W-What?" Izuku's pain-addled mind managed to focus again, and looked past Nomu, and saw that it was Hana who let loose that torrent of flames, he could easily recognize her, even in her orange and red costume with her red mask.

Hana Hoshiwa. Quirk: Firestar. Allows her to generate powerful flames. The more powerful the fire, the less control she has of it.

"Get him! Now!" Hana shouted.

Suddenly Eraserhead came forward, and jumped on Nomu's shoulders, wrapping it in his capture weapon, making sure to wrap up as much as the Nomu as he could, before jumping off.

Then, Asui, using the power of One for All, hopped in, and grabbed Izuku out from between the Nomu's legs.

"N-No." Izuku groaned. "Y-your all gonna...gonna die."

"Eraserhead? Weren't you going on about how none of you can do anything?" Shigaraki asked from a distance. "What's this now? Do you really think a bit of string is going to stop Nomu?"

"To answer your first question, these kids are too damn stubborn." Aizawa said "And to answer the second. No. But a piece of string covered in highly poisonous mucus? Maybe."

"What?" That actually caused Shigaraki's confidence to waver for a moment before he turned back to Nomu. "Nomu! Break out of those this instant."

"Rahhh. Ugaghhh." Nomu made some weird sounds, as even something as mindless as them could feel something wrong.

Asui had found that ever since she got One for All, she could create mucus with much higher potency than before, and she had put it to good use here.

The plan had been simple: cover Aizawa's capture tool in a mucus, wait until Nomu and Spider-Man stopped moving, and then cover Nomu in the capture tool.

Meanwhile, they send Iida out to go to U.A. and call for help.

If everything went exactly to plan, the Nomu would now be fully paralyzed, and completely unable to move.

Unfortunately, things wouldn't be that easy.

"Raghhhh!" The Nomu roared, as it broke free of Aizawa's capture tool.

All the students looked at the beast in pure terror, most of all Asui, who was right in front of it, holding its target.

"I-I...that was strong enough to paralyze three elephants." Asui's usually calm demeanor cracked a bit, as the fear of death started to shine through.

"Asui get out of there!" Aizawa shouted.

"Nomu, kill the girl, and knock Spider-Man unconscious already!" Shigaraki was now a bit annoyed, the joy of seeing Izuku getting pummeled having worn off, and now he just wanted this to be done already.

Nomu stumbled for a bit, before charging forward at Izuku and Asui.

It was at that moment, Izuku saw death rushing towards him, and he felt the hands on his back. Asui's hands.

The hands of the girl who had pulled him into her friend group. That gave him the first companions he had in years.

The hands of the girl who had gone out of her way, to save HIM.

"No," Izuku muttered, as he felt adrenaline flood his system once more.

He would not lose someone else.

Suddenly Izuku leaped to his feet, and launched himself at Nomu, with his fist out, as he readied for a desperate punch.

But as he lunged forward, his fist going towards Nomu's face, he felt something deep inside of him. His desperation brought something forth.

A spark.

KRAKOOM!

Blue electricity exploded out from his fist, and when it collided with Nomu's face, it knocked Nomu away this time, doing a bit of damage to him for once.

Izuku landed on his feet, now in an adrenaline-filled fury, with electricity crackling off his fist. "You won't lay a hand on her!"

"Rahhh!" The Nomu quickly got back up and started charging at Izuku, throwing a punch at Izuku, which he avoids, before landing an electrically charged punch on the Nomu's chest, launching him back a bit, before Izuku charged back in and punched it again with his half-broken arm.

Nomu brought his other arm down in a hammering movement, but Izuku caught it, much to everyone's surprise, and threw it to the side, before unleashing another electrically charged punch.

"What the hell is happening!?" Shigaraki shouted in rage.

Meanwhile, the students and the teachers were also stunned at Izuku's sudden, second wind.

I agree what the hell is happening?! Aizawa asked himself, as he watched Izuku grab Nomu's arm, and flip him over, before unleashing a flurry of punches to the face of Nomu. Bioelectricity? Where the hell did that come from?! Since when could spiders do that?! But...even with that, he's completely outmaneuvering the Nomu, and even matching it in power somewhat? Wait...the mucus. I did have an effect. Even if it couldn't stop it completely, it's definitely hindering its movements, and weakening its strength. Which is enough to let Spider-Man get an advantage.

As Izuku was hitting the Nomu down on the ground, the Nomu tried to punch Izuku off him, and Izuku backflipped away from the punch.

Nomu got up and was immediately punched in the knee by Izuku, sending it down on its other knee, before he delivered an uppercut to the face, sending Nomu falling on its back.

"Grrrrr. How...how is he cheating!?" Tomura shouted, scratching his neck like the mad man he was.

"Bioelectricity. It seems the process was in fact perfect." Kurogiri said, before turning to Tomura. "You would have known about this had you actually read the file on Spider-Man, that master instructed you to read."

"Damn it! Damn it! He can't beat Nomu! I need him to kill All Might!" Shigaraki growled. "Damn it. Fine. Cellar Door!"

Suddenly, while Izuku was fighting Nomu...he passed out.

The moment Shigaraki said the words Cellar Door, Izuku just...fell asleep.

His unconscious body fell onto the Nomu, who was now lying there motionlessly, as its orders were technically fulfilled, it now just laid there waiting for new orders.

"What the hell just happened?!" Kaminari asked. "First the plan doesn't work, then Spider-Man starts sparking and kicking its ass, and now he's unconscious! Seriously, what is even going on?!"

"I have...no idea?" Sero said.

"Alright, enough games!" Shigaraki hissed. "Nothing has worked out like how I wanted it to today, but at the very least I'll get the satisfaction of watching Nomu tear you a-"

"I AM HERE!"

"You gotta be fucking kidding me."

Alright, Izuku successfully held off Nomu for long enough for All Might to get here.

And he unlocked the Venom Blast!

Unfortunately, Shigaraki said the magic word and put Izuku to sleep. Why didn't he do this earlier? Hubris. Why didn't Shigaraki just send Nomu to kill class 1A in canon? Really when he learned All Might wasn't there, nothing was stopping from sending Nomu to tear class 1A to shreds, except his sense of bravado.

Shigaraki HATES Izuku, but All for One wants to keep him alive, so seeing him get the tar beat out of him, was the best thing he could get.

Now I will admit, this arc is a bit sloppy. I could have handled things a bit better. Such as Ice-Man's introduction. I definitely should have set that up earlier, along with Firestar.

Also, the two students filling Izuku and Bakugo's place in her course are Ice-Man and Firestar! From Spider-Man and his amazing friends!

Anyway, we'll hear more about the code word, and stuff later, and we'll also learn what was holding up All Might.

Please review and have a nice day.