WARNING: THIS CHAPTER IS DARK AS FUCK. LIKE IT IS REALLY DARK. IT IS SO DARK I HAVE LEGITIMATELY UPPED THE RATING!

SPECIFIC WARNINGS ARE AS FOLLOWS: Dehumanizing language, corpses, unethical experimentation, general talk about poverty and hopelessness, one derogatory comment towards an unknown woman, mishandled bullying, and freak shows... Like, I don't know if that needs a specific warning, and kind of ties to dehumanizing language, but it's there. Warnings also for mentions of half-human hybrids.

I do not think that the rest of this story will ever get this dark, but this is Pete's world, my friends. Spider-Man Noir's comic began with a dead body, dabbled in cannibalism, two people were eaten by spiders, poverty was everywhere, and it even escalated into lobotomies. His world is canonically dark as fuck. Take CARE of yourself, people.

This chapter also clocks in at 14,162 words. It is the longest chapter yet by a good couple thousand. I recommend a snack break, and a drink break at some point. Don't forget to stretch, drink lots of water, and be kind to yourselves.

"We should wait until my husband gets home," Rio said, drawing their collective attention. Peter nodded, opening his mouth to agree.

"No," Pete interrupted anything he could have said, his hands balled into fists, empty goggles flashing as they focused on Rio. "I've waited long enough. I can't just stay here…"

"Pete," Rio started patiently, her voice pointedly calm. Pete focused on her, and Peter had a feeling that he would object to the tone.

"I'm not some toddler throwing a tantrum," Pete said, his voice a low hiss. "I don't need you to calm me down. I need you to let me go."

Rio hesitated, before nodding. "I know, Pete, I'm sorry," she said. "I'm not trying to treat you like a toddler, but you…"

"'But,'" Pete repeated, that hiss building in the back of his throat.

"Let him say goodbye," Peter interrupted, holding his hand up. "You've been staying with them for two days. There's got to be some feelings there, bud. If you just vanish without saying goodbye…well, how thankful is that going to be?"

Pete jerked at that, and his head ducked slightly, before he gave a quiet hiss, and crawled up the wall to press himself into the corner.

"Fine," he hissed, "I'll wait."

Peter had a feeling that he wouldn't be moving anytime soon.

"Alright," Peter said, nodding. "We'll leave you to sulk," Peter turned his back, feeling the glare on his neck that would burn holes through him if it could. As he turned, he found Peni staring up at Pete with eyes that were practically swimming with unshed tears, and Peter hesitated, before scooping her up to place her on his hip. Peni curled up into him, giving Pete one last long look over his shoulder, before Peter followed Rio into the kitchen, ushering Miles along before him. This wasn't turning out like he expected at all.

"Does he hate me?" Peni asked quietly, before they entered the kitchen, the words barely a whisper in his ear. Peter heard the creak of leather, and if he had to guess, he figured that Pete had straightened up really quickly at the sound of that question. Peter looked at him out of the corner of his eye, seeing those goggles that were staring at Peni, thoughts hidden, but then Pete looked away. Peter closed his own eyes, bowing his head and giving a sigh.

"No," Peter whispered back. "He could never."

"I don't blame him if he does," Peni said, and those tears had started to fall. "I didn't know…I didn't know they would call him that. I wouldn't have let them talk to you."

"Oh, kiddo," Peter said so softly and heaved out a sigh. "Don't own it, alright? You didn't know, and you can't be blamed for it. Pete knows that, really, he does. He's just…" Peter hesitated, thinking. "He needs a moment to cool off," Peter finally settled on. "Don't take it personal. I know it's hard, but try your best, okay?"

"Should we have Gwen come, too?" Miles asked, "and Porker?"

"That's probably a good idea, mijo," Rio answered.

"I'll contact them." Peter sighed, putting Peni down on a chair and squatting down so he was eyelevel with her. "You didn't do anything wrong by letting them talk. You were trying to keep them in the loop, and that's admirable. It's something I never did with my aunt, and while on one hand I understand you don't have much of a choice, that's still very good of you. Pete loves you, kiddo, he said it himself, he loves all of us. What do you do with the people you love, Peni? Why did you choose to pilot the SP/dr mech?"

"To protect them," Peni answered, wiping her eyes. "I did it to protect them."

"There you go." Peter poked the tip of her nose, making her eyes go cross, even as she let out a tiny giggle. "He's just doing a terrible job at it, mostly, I think, because he's very out of practice. Now I'm going to contact the others, alright?"

"Okay," Peni agreed, wiping her eyes.

"Do you understand that he really doesn't hate you, kiddo?" Peter asked softly.

"I do," she agreed. "I just wish he wasn't so…angry…"

"Yeah," Peter nodded, and sighed, standing up. He texted Porker first, letting him know that Pete was going to be leaving and he was going to show them what his universe was like, and that he should probably get over to Miles' as soon as he could. Gwen was next, and after a brief moment of hesitation, he looked to Rio. "I think I'm going to call Gwen, if that's okay."

"So, you can tell her father what's going on?" Rio asked.

"Yeah," Peter confirmed. "We stole his daughter for a while already, I think hearing it from someone else might help a bit."

"Would hearing it from you be good, man?" Miles asked, his eyebrows pinched with worry. "You…you're dead in their universe, right? Won't it be weird hearing it from you?"

"That's a point…" Peter hesitated. "Can you call, Peni, and we'll go from there?"

"Yeah," Peni agreed, nodding. She called Gwen, and after a moment Gwen's tinny voice answered.

"Hello? Peni? What's up, I wasn't expecting to hear from you so soon! Is everything okay?"

"Pete's leaving," Peni finally mustered, her voice still pinched. "He's going back to his own universe as soon as Porker and Jeff are back…" she took a breath. "We're all saying goodbye…I didn't know if you wanted to be here in person."

"Oh…I thought…" Gwen was obviously fumbling around and getting ready. They could hear thumps and small under-her-breath curses as Gwen stumbled around. "I thought he wasn't going to be leaving yet! I have to…I have to get over there, hold on. I'll…"

"When you come over, make sure that you come to the greatest number of signals and not anywhere else," Peni said, wiping her eyes. "You can set it to do that in the options menu, where you'd choose who to text. Pete is…he's alone right now. He's…"

"Sulking," Peter finished for her. "And it's probably best that we leave him alone for now. Do you need to have us tell your dad what's happening?"

"If you won't mind," Gwen answered. "My dad wanted to ground me from being Spider-Woman for a month, but I talked him down. I do think hearing it from you would be better…"

"Alright, we'll stay on the line," Peter agreed.

Gwen was heard running down the stairs, yelling out, "Dad, dad…!" there was a hesitation there, her voice trailing off, almost as though she was afraid of telling him who was on the line. Peter understood that.

"What is it Gwen? Is something wrong?" George Stacy's voice asked, and Peter took a deep breath.

"Hello, Mr. Stacy?" he called out, and while one part of him knew this was the exact opposite of what he had initially said he would do, another couldn't help but call out to the man that he hadn't seen in decades, a man he had looked up to. "This is…Peter B Parker. I'm sorry to get in touch with you like this, but…we were wondering if Gwen could come over to the Davis-Morales' universe for a short bit. Pete's leaving, and we thought it would be best if Gwen was able to see him out. We don't know when he'll be back, and we thought it would be best if we were able to give him a proper send-off."

There was a long silence. When George spoke his voice was choked. "Peter?" he repeated, and a breath was taken.

"Yeah, that's me," Peter answered.

"God," George said softly. "This is…it's one hell of a trip. Alternate universes…" He sighed. "Yeah," came a soft agreement, George rallying as well as he could. Peter wished it wasn't this hard, but he knew from seeing Gwen just how painful it could be. "Yeah, she can come over. You'll send her back the same day, right?"

"Yes, Mr. Stacy," Rio answered. "She won't be staying the night tonight."

"You're Mrs. Rio Morales?" George asked.

"That's me," Rio agreed. "I'm sorry I didn't introduce myself immediately. My son, Miles is here as well, and Peni Parker. I just wanted to say that your daughter is a delight. She was a wonderful guest and I was happy to have her over."

"That's my girl," George said, his voice fond. "Thank you for telling me and…thank you for taking care of her, all of you."

"It was no trouble," Rio assured him. "We'll send her home as soon as we can."

"Take your time," George answered. "A goodbye…well…it's best if done properly." George was quiet for a long time, before finally. "Hey, Peter B…"

"Yes?" Peter asked.

"I was…I was thrilled to learn you made it to your thirties. Gwen's friend…he didn't even make it to his twenties. Can you do me a favor and try and make it into old age for me? Die peacefully in your sleep with family surrounding you, maybe?" George asked, his voice slightly teasing, and fond, but there was such an overwhelming sadness beneath it. Peter found himself smiling, a prickling behind his eyes at the thought that his George had never had that opportunity, either, and desperately wishing it for this one.

"No promises," Peter answered finally. "But I'll do my best. Thank you."

"Thank you," George responded, his voice heavy. "She'll be over as soon as she can."

They hung up, a heavy silence lingering over them, one born of regrets and sadness, and the ghosts of old memories. Rio stood up finally, clapping her hands together and clearing her throat, putting on a brave face, and a smile that didn't quite reach her eyes.

"Would everyone like hot chocolate?" she asked.

"That sounds good," Peni said, wiping her eyes.

"That does sound good, yeah," Peter agreed. Miles had already walked over to the fridge, taking out a few bars of chocolate and the milk. Rio pulled a saucepan out from the cupboard with a smile.

"Alright then, it will only be a couple minutes," she said. Miles put the chocolate bars on the counter and got the chopping block and a knife.

The sudden sound of a portal opening next to them caused them all to look up, and then Gwen tumbled through.

"Where's Pete?" she asked, looking around, her eyes wide and worried. She'd changed her clothes. No longer wearing her Spider-Woman costume, she had changed into a black shirt, and a dark blue skirt, very much civvies, and very much Gwen Stacy. For a moment Peter had to close his eyes against the memories that outfit conjured up.

"He's in the other room," Rio answered. "We…we're giving him some space."

Gwen blinked, looking out towards the living room, before turning back to them. Her expression had pinched, and while she was definitely calmer, there was no doubt that she was also upset. "Finally exploded?" she asked.

"A bit," Miles answered, his tone flippant, but there was a shadow in his eyes that couldn't be ignored. "He just went off! He said…he said some things to Peter B and Peni."

"I wondered if he'd do that," Gwen said, sighing. She sank into another chair, her legs pressed together at the knee, and her hands under her chin as she leaned on the tabletop.

"Did yours use to do that often?" Peni asked, wiping her eyes.

"Not often, exactly, he just…" Gwen hesitated. "Peter was…he was my best friend, but I don't…I don't think anyone else saw him that way. Peter was bullied. Constantly, awfully, and just…they hurt him so bad. He was under almost constant pressure, and one day he just…blew up. He didn't hurt me or anyone else, he just yelled a lot, and then stormed off. When he came back, he apologized, but some of the things he said…" Gwen hesitated. "It didn't destroy our friendship. It wasn't that bad, but I had never known just how much they were beginning to get to him until that moment."

"So, the rage thing is just something that happens with Peters?" Miles asked, his voice falsely light, before he frowned, and looked at Peter. "Was it a thing with you?" he asked.

"It absolutely was," Peter answered nodding.

"Oh no way, man," Miles exclaimed.

"I can't see that with you," Peni denied, shaking her head, her eyebrows pinched. Gwen said nothing.

"Well…it was, a long time ago," Peter finally said, rubbing the back of his head. "I don't know if the bullying is universal to Peters, but it was definitely something that happened to me."

"They bullied you?" Peni asked.

"But why?"

"I was smart, I was awkward, I wore a sweater vest?" Peter shrugged. "You can pretty much take your pick. Point is, I was an easy target, and someone…not a lot of people cared about. They'd do pretty much anything you could think of. Shove me in lockers, flush my head in a toilet…" he let his voice trail off for a moment, letting out a quiet sigh. "I'd almost call them unimaginative if…" Peter rubbed his face with his hands.

"If what?" Gwen asked, her hands balling into fists, her eyes locked on him. He wondered…

"I hated getting changed for gym class in the locker rooms," Peter started, his voice soft. "I'd go into shower stalls or something like that. I just…didn't like anyone looking at me while I was changing."

"Oh, I hate getting changed for gym," Peni complained, sticking her tongue out. "It's awful. I don't blame you at all."

"Yeah," Gwen agreed, Miles nodding.

"They did," Peter said, a grin that he knew was twisted starting to curl up the corners of his mouth. "For whatever reason…for whatever reason they seemed to find it offensive. Or…I don't know. I don't know the reason. They…" he hesitated. "Well, the long and the short of it is they harassed and pushed me away from my usual changing spot, laughing as they did it. There were others that didn't, they just…sat there, watching quietly as they…str-" he hesitated, momentarily choking on the word, "as they stripped me, and finally shoved me out of the locker room, locking it behind me."

"Dios mío…" Rio managed softly, Gwen putting her hands on her face, and Peter wondered if that had happened to her Peter. Miles had fallen into a look of shocked horror, even as Peni clapped her hands over her mouth. "Were they suspended?" she asked. "Expelled?"

Peter laughed, a wheezing bitter thing. "Star athletes like that? Nah," he shook his head. "They called it 'boys being boys' and…" he rubbed his face. "I didn't live that down. It followed me my entire high school career and I hated them for it."

"That's awful," Peni whispered. "They should have… Something should have been done."

"What did your…" Miles hesitated, his eyebrows pinching. "What did your guardian do?"

"I didn't tell them," Peter answered, his tongue suddenly thick in his mouth, a heaviness in his voice. "I didn't…I couldn't…" he shook his head, rubbing his face. "The point is I was definitely angry. I was angry and I'd find myself fantasizing about what I could do to them to get revenge… When I got my powers…" Peter hesitated. "Well…" he finally sighed. "I was still angry. Believe it or not suddenly finding out you have superpowers doesn't automatically make you a hero. I did some pretty…selfish and very uncool things with them at first…" he paused. "And then it backfired, and one of the people I loved the most payed the ultimate price for my selfishness." He sat backwards on the chair with his arms crossed over the top, his back bowed, the memories a physical weight. "It's one of the reasons I was so impressed with your…well your newest Spider-Man. It takes some serious moral fiber to be able to gain powers and run off to be a hero immediately."

"I bet he had a good model," Miles said, his voice quiet. "I mean, when you already have a Spider-Man, what can you do but follow in his footsteps?"

"That's probably true," Rio agreed. She looked to Peter with her eyebrows pinched and a look of concern on her face. "Did you hurt those boys?"

"No," Peter answered, shaking his head. "I scared them. I scared them bad, but the idea of being what they were to me… I'd been raised better. Not better enough, I guess, but better than to torment them like that." Peter frowned; his head lowered. "But yeah, I was definitely angry. I think most of my early career was built off that anger. Anger at the people that would take their powers and use them in order to beat other people, anger at the ones that would try and hurt the innocent, as though having a bigger stick gave you the right to hurt people with it, which was all it came down to – bigger sticks…" He rubbed his face. "I had a lot of anger in me. I don't know when I started to mellow, honestly. I just know that I did."

"People can be horrible," Gwen said softly, looking down. "If some of the other stuff that happened to my Peter happened to you…I wouldn't blame you for being so angry."

"Yeah, well, it's in the past now." Peter shook his head and, straightening up. "I'm bigger than it, and I've learned from it. It's all you can really do, honestly."

"I honestly can't see you that angry," Miles said, an eyebrow raised.

Peter laughed. "Nah, I was definitely angry. I was so mad I'd even get mad at the adult heroes that just wanted to look out for me. Granted, the way they did it was stupid. Acting like I could just give up being Spider-Man, as though I didn't have a responsibility, and I didn't actually make a difference, or…" Peter paused. "Oh… Oh, I am an idiot."

"What's wrong?" came the general chorus.

"Ah, it's nothing, I just…give me a second, guys, I'll be back." He hesitated and grabbed one of the mugs Miles had laid out, clearing his throat and indicating the pan on the stove that had been lowered to a slow simmer, Rio having finished mixing the hot chocolate sometime during their discussion. "Can I…" Rio gestured for him to go ahead and he gave a quick thanks, before going over to fill the mug.

There were times when Peter thought he had to be the smartest idiot that ever lived. He should have known.

"Take one for you, too, it's good, I promise," Rio told him, reading his mind, and Peter followed directions, giving a quiet thanks as he left.

Peter carried the mugs over to where Pete was still pressed into the corner they had left him in. Pete didn't make a move to register his presence. Peter didn't take offense, instead carefully walking up the wall, instinctively keeping the warm liquid in the mugs. He perched next to Pete for a moment, before holding out the spare mug.

"It's probably going to be amazing," he said. "Rio made it. I think there's three types of chocolate in here. No whipped cream, but that's too much sugar, I guess."

Pete stared at the mug but made no move to take it. Peter left his arm out, taking a sip out of his own.

"I'm not trying to get you to stop being the Spider," Peter finally said. Pete turned to look at him. "I don't want you to quit trying to save people. I don't want you to stop doing what you're doing or…anything like that." As he spoke, he watched as Pete relaxed slowly, the lines of his shoulders evening. "I'm not even trying to make you check in after every case. I just want you to have people you can go to afterwards if you're hurt." Peter sighed. "I had those people, you know. They're important. I don't think I would have lived as long as I have without them…" He hesitated, looking at the wall across from them. "We're two out of four in regard to dead human Peters," Peter said, finally turning his attention to Pete. "Let's not make it three out of four, alright, kid?"

Just like that, Pete clammed back up, looking the other way. Peter sighed but was spared further attempts to get him to come out of his shell by the front door opening. Jeff walked in, wearing his police uniform, and Peter felt Pete tense significantly next to him, fingers starting to press tighter against the wall. Peter carefully tapped Pete's hand with the mug, silently reminding him to watch his grip. Pete relaxed his hold but pulled his hand away.

Jeff took his hat off, sighing heavily and starting to remove his belt that held all his cop stuff, when he caught sight of the two Peters in the corner. A tired smile spread, and he took a few steps forward. "Peters, how's it going?" He asked, that smile widening. "I wasn't expecting to see you yet, Peter B, and…" he paused, taking a look at Pete's full uniform, letting out a thoughtful hum and a nod. "That's actually a pretty slick ensemble you've got there, Pete." Jeff frowned slightly, then, and his head tilted slightly. "But…why the costume?"

"I'm leaving," Pete answered. He dropped down from the corner, and Peter was left holding two hot chocolates, and still squatting in the corner. He rolled his eyes heavily and walked his way down before handing the hot chocolate to Jeff.

"He won't drink it," Peter answered the unspoken question, and turned back to look at Pete, taking a disapproving sip as he did so, his eyes narrowed over the rim. Jeff blinked, looking at the cup, and then back to Pete as the rest of the Spiders and Rio left the kitchen, all of them holding mugs, and all staring at Pete. Rio walked over and kissed her husband, Jeff accepting it automatically, even as he still looked confused, hugging his son close.

"What do you mean you're leaving, don't you…?"

"I'm fine, I have to go." Pete had balled his hands into fists again, and there was no denying that the uniform not only helped bulk up the frame beneath, it made him taller. The boots added a solid inch to his height, not enough to stare Jeff in the eye, but definitely enough to make him the tallest Spider, and certainly enough to grant him a bit of intimidation. The coat flaring out didn't help, that breeze something that hadn't been as noticeable until it was given something to act upon.

That breeze

A portal suddenly burst open, and Porker came tumbling out of it. He was in civilian clothes as well, a bright multi-colored top and a pair of loose-fitting shorts, his hooves firmly wedged in sneakers. He pushed himself upright, looking around, and then made eye-contact with Pete.

"You can't leave me!" Porker cried out, and jumped on top of Pete, grabbing hold of his collar and planting his feet firmly on Pete's chest, leaning back properly to look into his eyes at direct eyelevel. Pete jerked back slightly, his arms akimbo, arching backwards away from Porker but not really able to escape. "Who's going to be the straight-man to my comedy act? Who's going to be…"

"Get off of me," Pete hissed, his voice a low dangerous thing that rumbled deep in his chest, and made Porker freeze, blue eyes widening. He immediately jumped off.

"Well, if you insist," he said, dusting his hands off, examining Pete out of the corner of his eye. Peter caught the slight worried wrinkle between his eyebrows, but was really too busy looking at Pete, who looked about ready to explode. Pete had balled his hands into trembling fists and was just about shaking with suppressed rage. Before he could do anything, could say anything, Peni took a step towards him, reaching up to grab his hand. Pete visibly flinched, but seemed to force himself to relax, watching.

"You push," she said, taking his other hand and pressing it down on the face of the goober. "And then you twist," she twisted it six distinct clicks, "six to the right, which leads to your universe because it was the last one I connected to. After you open a portal to that universe by pressing down on the face twice, it resets, and you can click through it again. It's my universe, Gwen's, this universe, Peter B's, Porker's, and then yours."

"Six for me," Pete said softly. He pressed it twice, a black and white portal opening, standing out as much as he did, and then he frowned at her. "I can't have you talking in my ear constantly. Is there a way to make it so I can only hear you when I need to?"

"Peter B, do you want to call him?" Peni asked softly. Peter followed instructions, pressing the button for contacts and scrolling until he found Pete's name. Upon calling, Pete's goober lit up, and he answered it. Peni pointed to a red button just underneath the one he used to answer. "This is the way to mute us. If you want to take us off mute, just press it again." Her voice echoed tinnily from both goobers, until Pete pressed the button, muting it.

Jeff still looked vaguely confused, as did Gwen, and finally Jeff took a step forward.

"Wait," he said. "I don't…I don't understand, what's happening?"

"You wanted an idea of what it is I live with," Pete started, his voice low. "You want to know exactly what it is you're letting around your family. I'm going to give you a practical demonstration. You deserve to know," he said, coolly. "Did anyone happen to grab my hat?"

"Aw, shoot," Porker grumbled, snapping his fingers. "I didn't even think of it."

"No matter," Pete said. Rio suddenly held out a grocery bag to him, filled with articles of black clothing.

"Don't forget this," she said. "Even if…" her voice trailed off, and she closed her eyes for a moment, taking a deep breath. "You need them," she rallied, and Pete took it from her. He wrapped the bag in black webbing without thought, creating a shoulder-bag that he slung over his chest in a way that Peter himself had done.

There was no mention of how it felt, no mention of the spinnerets, and how much it must hurt. Porker's eyes were narrowed, eyebrows pinching together as he watched, but he said nothing. None of them did.

"Miles," Pete finally said, his voice rough. "Where's my dynamite?"

Miles blinked, and immediately went to get it, even as Jeff started, and turned to look at him with wide eyes.

"Dynamite?" he asked, "you brought dynamite into my home?"

"If you'll kindly remember I didn't have much of a choice," Pete hissed, straightening to his full height. "I was kind of bleeding out at the time, I went where I was took."

Jeff hesitated, but before he could say anything, Miles ran back. Pete took what looked to be six sticks of dynamite away from him, and stuck them in his coat.

For a moment there was silence, Pete staring at them all, and then he fell back into the portal.

There was no goodbye. No, I love you. No, I'll be seeing you.

Nothing.

More regrets.

The sound of the void between crept up their spines, something that Peter hadn't even considered would be a thing. A consistent crackling that snapped and popped like static, an empty, desolate sound.

Suddenly, all of the crackling was replaced with the sound of rain, the distant sound of a car honking, and quiet voices just on the edge of their hearing.

"Welcome to the show," Pete's voice rumbled in their ears. "It's going to be a trip."


Very rarely had Jeff ever felt as completely off-balance as he did now.

Jeff had had barely enough time to take his belt that held his gun and other police paraphernalia off when he saw Pete in full…costume? Uniform? Whatever it was, he'd never found himself quite as uncertain as to where he stood with someone he thought he knew. Jeff had been aware of Pete's understandable distaste for cops. Jeff had been so aware he had done his best to stay in Pete's line of sight and not give him a reason to be afraid. Yet that, having Pete stare up at him with those goggles, a sourceless breeze sending his coat billowing out…

Pete was intimidating. The Spider was intimidating.

For Pete to suddenly fall back into that portal without a goodbye, without a thank you, without anything that Jeff had expected… Something had to have happened. Pete was obviously reacting to something. Pete had seemed about ready to strangle Porker, a violence inherent in the motion that Jeff hadn't seen before and honestly…didn't expect, at least not towards someone he knew Pete cared about. And now…

Rio's hand gripped his, and he looked to her, his eyebrows pinching.

"What's happening?" he asked softly. "What happened?"

Rio took a breath, her head bowing, before kissing his jaw. "I'll explain more later. For now, Pete is showing us, as well as he can, what his world is like, and what he's used to. I think…" her voice lowered, so quiet as she leaned towards him, and Jeff obligingly lowered his head so she could whisper close to his ear, "I think he's trying to push us away. I think he still is afraid of us somehow getting hurt and he's lashing out because of that fear."

Jeff closed his eyes, taking a deep breath and sighing it out, before he walked to the couch, sitting there heavily, Rio curling up next to him. Miles sat on the arm of the couch, Jeff instinctively pulling his son close. Gwen and Peni sat on the other side of the couch, Porker sitting on the back. To his surprise, Peter B leapt up to sit cross-legged on the ceiling, his eyes focused on the goober, brown hair sticking straight up due to gravity, and his eyes focused.

"You'll have to forgive me," Pete's voice came softly, which Jeff felt was a bit of an understatement, "I don't know if it was ever stated specifically, but Curt came from my universe. It followed me through, put your son in danger, and was ultimately sent back into my universe after I killed him. It's been two days now so they must certainly have collected the body."

"What's your point, Pete?" Peter asked tiredly.

"I'm going to tell you what they do to someone like Curt," Pete answered. The 'someone like me' was unvoiced, but heard all the same, Jeff closing his eyes against it. "But that's later. First, I have to see about a drop, see if my…informant gave me the information I need, or if he thinks I'm dead. I'm going to put you on mute now." The click that sounded was expected, and then Pete started moving.

Jeff figured he had a good idea as to why the kid was thin as a rail, he moved like the devil was hot on his tail. Interspersed between clattering footsteps were moments when the only sound Pete made was the soft thwip of Pete's webbing.

That was when they could hear the rest of the city.

Jeff pulled Miles and Rio tighter against him.

They rarely if ever heard full conversations, rarely were given full understanding of what exactly they were privy to, but what they did hear was enough to turn their stomachs.

The sound of crying was the first thing that they really noticed, the soft sound of a mother hushing the crying baby, a male voice filled with desperation and pain, saying:

"I told you we shouldn't have had it. We shouldn't have done it, we can't feed it…" and then trailing off as Pete put distance between them, and then they came upon another conversation.

"Mom, I'm hungry…"

"I know, baby, I know, your father…he's coming back. He'll come back."

"He ain't coming back! He's gone, and you might as well face it! You…"

Another, two men, broken, and soft…

"No jobs, no food, no nothing, they're trying to kill us, they have to be."

"Don't give a fuck about us, starving here. What are we going to do when winter comes…?"

"I have a family! I can't…I can't live like this! No one can live like this… God, my poor…"

Another, a husband and wife, desperate and pleading.

"Maybe if we move? Todd, what if we move, what if we go somewhere…"

"There's nowhere to go, Linda! There's nowhere to go, everyone's out of work, everyone's starving. There's…there's nothing out there. I'm sorry. I'm sorry you married someone like…"

They continued like this, crying, snatches of conversation that spoke of a total lack of hope, of hunger, and building desperation.

"How can he live like that?" Porker asked, his voice so quiet, and Jeff looked at him. The pig's ears had drooped, his eyebrows pinched. He'd taken hold of Gwen's and Peni's hands, running a thumb over their knuckles gently, both of the girls so quiet, leaning into him. "Listening to that…" Porker trailed off, and for the first time, Jeff really thought of Porker as not just a pig, but…a cartoon. Something Looney Toons. Something soft, something happy, something that rarely, if ever, really lingered over the sad things.

Not that they couldn't ever be sad or be steeped in tragedy - Jeff had vivid memories of crying over a small cartoon mouse that had lost his family when he was younger - but Porker came from a world of color, and likely from a world of happiness. This… Pete's world was the practical antithesis to Porker's. It was little wonder he was so affected. Peni scooted slightly back as Gwen picked Porker up and placed him down on the cushions, both girls cuddling up to him, and all three turning their attention back to that goober.

They finally passed whatever it was that Pete had been swinging over, the snatches of conversation turning less despairing, only to change entirely. Jeff had a sudden realization Pete's path had taken him to a different part of the neighborhood when a loud man's voice called out,

"Hey, sweet mama, why don't you come over here so I can take a bite out of you, huh?"

Another one gave an even seedier comment and Jeff had an urge to cover Miles' ears, and also to tell Pete to get away from that kind of language, there were kids present.

It was as that particular thought crossed his mind that he came to the realization that Pete was a kid. Pete was seventeen years old, and he had grown up with this. Pete hadn't realized that what he had been saying about his world was traumatizing, hadn't realized that it would hurt the kids he was telling about the man that set himself on fire, that… Jeff felt his heart clench at the realization that this…this was just what he was used to. This is what Pete lived with.

It was little wonder the kid had a mouth on him. He was honestly glad it wasn't as bad as it could be….

It was little wonder he seemed so out of touch with his own emotions, outside of maybe rage.

Pete's feet clattered to a halt then, having passed the comments and instead coming to something much quieter. Pete gave a thoughtful hum, and Peter B's goober gave a soft beep as he took them off mute.

"Still with me?" he asked.

"Yeah," Peter B answered, his voice hollow. "We're with you. Pete…where was that? Where did you swing us over?"

"That was the Hooverville where I grew up," Pete answered, and Jeff felt that like a punch in the chest, Rio's hand finding his and squeezing, even as Miles pressed up against him. He saw both girls lean against Porker, who reached out and hugged them both close, his eyes still so far away. "It's one of the shortest ways to get to my drop point," he said, and Jeff wondered if the effects had been intentional, or more evidence that things that so affected them were just so normal to Pete he hadn't even thought of them. And then he remembered the way that Pete could hiss, the way that he had attacked so pointedly, and he decided that it was still very intentional. "Which…" Pete gave a thoughtful hum, and then a short exclamation. "Oh, thank you, Jameson…that's my hat. And…nothing else. Probably did think I was dead. Safer to leave the hat and not the information."

"Jameson?" Peter B managed, blinking, looking at the goober with narrowed eyes. "Jameson who?"

"J Jonah Jameson," Pete answered. "Why, do you know him?"

"JJJ's your informant?" Peter B squawked, eyes wide, expression horrified.

"…Yes?" Pete answered. "Why? What's wrong with Jameson?"

"He hates me!" Peter B exclaimed. "He's been working on a smear campaign for years, he blames me for everything, I think he'd blame me for climate change if he could!"

"What the hell did you do to him?" Pete asked, voice incredulous.

"Absolutely nothing! Did he like your Peter?" Peter B asked, looking at Jeff and Rio, his expression mildly horrified, as though desperately looking for confirmation it wasn't just him.

"He didn't," Rio answered, shaking her head. "He did a similar smear campaign. I don't think it worked very well because our Spider-Man was constantly interacting with the public, but Jameson absolutely hated him. Spent a lot of his time blaming our Peter for the things that he had nothing to do with."

"I work for him, he's a jerk!" Porker called out. "Runs me like a dog without any consideration of the fact that I'm a pig."

"He smears my name, too," Gwen confirmed. "He blames me for everything."

"He's not allowed to smear me," Peni denied. "I'm technically government, we have a specific press core."

Jeff had a moment where he froze, staring at Peni. Government? What kind of government would invest in a literal child soldier?

God, these Spiders. His heart couldn't take this.

"You've got to be kidding, he…" Pete interrupted his thoughts abruptly, before falling silent for a moment. "Here, in my world at least, you can't buy him. He says what needs to be said, he won't be intimidated by any of the usual hatchetmen, and he's no twit. He runs one of the most inflammatory papers in the city, but that's because he speaks the truth, and puts the actual suffering of the people front and center. He's a man of grit and integrity, and he's worth his salt."

"Grit and integrity!" Peter B exclaimed, clapping a hand to his forehead, his eyes wide and amazed. "Well, fuck!" he said, dropping the first curse that Jeff had heard out of him, "The only time that Jameson's allowed to be decent is in the Great Depression!"

"Does he still have the mustache?" Gwen asked, her eyes wide. "I mean, what with…what with Hitler…?"

"Jameson says that the day he shaves off his mustache is the day that freedom loses," Pete answered. The burst of surprised and utterly hysterical laughter from the Spiders that followed was startling. "He gave an entire rant on it, something about now bowing down to bullies and thugs."

"That's amazing!" Peter B wheezed. "Can…can you go say hi to him? Or…get close enough that we can hear him? I just…I can't imagine this. I've got to hear him."

There was a pause, Pete obviously considering. Jeff had a feeling Pete had a very specific route that he had been planning on, and this would be a detour he hadn't anticipated. It all depended, Jeff thought, on whether or not Pete really believed this was goodbye. If he believed it was goodbye, there was a chance he might honor the request. If he didn't…

"Alright," Pete agreed, and Jeff took a heavy breath, his head bowing. He hoped he was wrong in his estimation, hoped that he'd simply agreed due to request, but he doubted it. Pete placed something on the ground, before climbing up the wall, and perched to wait. Pete placed them on mute again, waiting, and they settled in for however long it would take.

Not even ten minutes later there was the sound of small running footsteps, before a gasp split the silence. Those footsteps ran closer and something was picked up and looked at, before a little girl's laughter rang out, happy and bright. Those footsteps turned and ran in the opposite direction, and Pete followed from the rooftops.

They ran until they could no longer hear the sound of the Hooverville Pete had grown up in. Finally, the little running feet came to a halt, the girl panting for breath. There was a pause, and the sound of doors swinging open reached them, as well as a burst of noise. Pete moved away from the noises, the yelling for copy, papers shuffling, the clacking of a typewriter. Instead, he seemed to climb up, and then there was the grating of something metallic being pulled away from stone. It took the hollow tinny sound of Pete climbing into something for Jeff to realize it was a vent.

Pete climbed deep into the building, before finally he took a turn and the sound died down. They could hear footsteps pacing below, a low voice grumbling quietly, just on the edge of hearing. The Spiders had all turned, their attention sharpening at the sound, focusing wide, and almost excited eyes on the goober, waiting. Jeff had no doubt that that was Jameson. The door to Jameson's office swung open then, that little girl's voice ringing out.

"Mr. Jameson, Mr. Jameson, sir!"

They heard as Jameson turned, making a sound of recognition, and the sound of the little girl being picked up with a loud squeal of laughter as he swung her in the air before plopping her on the desk sounded.

"Betty!" Jameson called out; harsh voice smoothed as well as he was able. "What's the news?"

"He's alive!" Betty cried back, a gleeful sound as she clapped her hands. "He took his hat and he left this! The Spider's alive!"

"Ha!" Jameson cried out, taking whatever it was from her. "I knew that son-of-a…begging your pardon, miss," he trailed off, Betty giggling. "He must have gone off to lick his wounds. Take some time to recover…I did bet some of that blood was his. Good to know I'm right and he's tougher than we thought. Now what on earth is this…" There was the sound of rustling paper as Jameson paced. "New drop point, huh…figures. Alright, alright…" he heaved a sigh. "Alright, Betty, thank you for your service, you've done the people of New York a huge favor passing that information onto me. Now we can get the truth out there and start making those twits that thought he was down and out really start to squirm, how does that sound?" He asked, and Betty clapped her hands gleefully.

"Keen! I'm so happy!" Betty laughed, a giggling thing, before seeming to sober. "I…I thought he was dead Mama was saying he was dead…"

"Well it's alright now, kiddo. He's alright and he'll be doing his best to help as soon as he can. We're going to be alright. As for your poor mother…well, don't hold it against her. She's faced enough hardship; I'm not surprised she's begun to expect the worst." Jameson gave another sigh, and then they heard the creak of bones straightening and he gave a soft groan. "Betty, take my advice and take better care of your back. When you're older you'll thank yourself." They could only imagine that Betty nodded seriously because he let out a gruff, "that's right. Now…onto the rest of our business. Here, this is for you." He handed her something that rustled, and Betty made an awed sound, taking it gently.

"But…" Betty started softly. "But I just…I just told you he's alive, and brought you…"

"The best news I've heard in three days. Take it to your mother, Betty. Buy yourself and your mother something nice. Thank you, Betty. If I need you to run another errand for me, I'll let you know. Now scram, a man's gotta think."

Betty gave a soft sound, something like a sob, before the sound of a small body being thrown onto a larger was heard, Jameson giving a loud "oof!" at the impact. "Thank you, thank you, thank you!" she cried out, and then ran out of the office.

Jameson sighed as soon as she was gone, pacing in his office once again. "Well, you son-of-a-bitch, it's good to know you're alive," he said to himself under his breath. "I'll be seeing you soon."

Pete began climbing his way out of the vent, closing it up behind him, and then unmuted them.

"How much did he give her?" Jeff found himself asking.

"Five dollars," Pete answered.

"Cheap," Porker griped.

"Are you shitting me?" Pete exclaimed, coming to a halt. "Fuck, I'd be able to buy eight shirts for that, or feed myself for over a week. That's more than generous, particularly for information like that."

"Inflation is real," Gwen managed, her eyes wide.

Pete's silence spoke for itself, before finally he took a few more steps. "Well, I think we detoured long enough. If you don't mind, I'll be continuing to my original destination."

"Go for it," Peter B answered. "Just know…that was the craziest thing I've ever heard, and I still can't quite believe it."

"I can't believe he's a bastard in your world," Pete returned, and then once again they were put on mute, and Pete started running. The path he took was winding and long, and when he finally reached its heart, they had passed two more Hoovervilles.

The one thing that was immediately noticeable was just how quiet it was becoming. The city seemed like it was going to sleep, mothers calling to children, doors and windows closing. The silence that eventually surrounded them was broken only occasionally.

It was unholy.

Jeff felt a shiver run up his spine, finding himself pulling Rio and Miles close. Jeff had never heard the city that quiet. He couldn't imagine why…

"There's a curfew in effect," Pete said softly, answering a question that hadn't been voiced, his breathing reflecting his exertion. "There always is after an attack by something like Curt. It'll be removed after a week, but by now…" Pete hummed softly, thoughtfully. "By now, most people don't go out after dark. The only ones that do are ones that are either terribly brave, terribly criminal, or terribly desperate."

Jeff idly reflected that Pete could technically classify as all three under the law. At the same time, Jeff knew that of the three, Pete was definitely terribly brave. Pete landed on another building, climbing his way along it, looking for something.

"Here we are," Pete hummed, and another vent was removed. Pete climbed into it, the vent's soft echoing clanging out around them, so gently, the faint rush of air audible. Another vent was opened, and Pete fell into another room, landing on a stone floor carefully, boots clattering. The sound echoed in the eerie silence, an empty, hollow sound. The space he was in was large, there was no doubt of that, and as Pete walked each step reverberated.

"This is the basement of the Brooklyn morgue," Pete said, his voice a quiet rumble. "This is where they take the ones like Curt after they die…" He tapped his fingers on something metal, and Jeff's brain was suddenly filled with the images of their morgue, of their Peter's body lying on the metal surface, chest broken open, revealing congealed blood and pulverized organs and bone. "It's where they take them to be dissected."

Suddenly, that image changed, replaced by a black and white Peter lying on a metal operating table, changed somehow, multiple limbs, pedipalps, multiple eyes… His body opened to the world; organs placed around him.

"They aren't given funerals…" Pete continued softly, tapping gently on metal, walking. "There's no burial. They're not human, so what's the point? Why waste the resources, the space, the manpower? If the bodies are too destroyed, they burn the bodies, and the ashes are cast away." Pete stopped walking, giving a soft humming sound. "They cut you up bad, Curt…" he said under his breath, his voice so quiet. "I haven't seen that cut before…" he gave a thoughtful hum, and there was the slick sound of gloves sliding into opened flesh. "I like it, opens everything up nicer," he said finally, and Jeff idly wondered how often Pete came here. How often it was that Pete stared at what he figured was his future to the point he could make a comment about a dissection technique.

How he could look at the remains of what had once been his friend and remain completely detached.

Then he remembered what Curt did to his family, and he wondered if there was an element of bitterness there, particularly when Curt should have known better. Apparently, Curt had been working with Pete before, he should have known what would have happened if he had… Jeff paused.

"Do you think…" Jeff started, a slow budding horror rising up within him. "Do you think that they'd have files on Pete? When he was working with Connors… They were doing experiments on his biology. Would he have…?"

"Oh…*#& ," Porker hissed. Peter B looked at the goober with wide eyes.

"Is there a way to contact him past the mute?" Peter B asked. They looked to Peni, only to see that she had already opened up the holographic menu and was furiously texting. The beep of Pete's goober sounded, and they waited in anticipation.

There was a pause, Pete obviously reading the text, before he gave a soft hum.

"It's hidden and unless they can climb walls, they're not going to be able to get it," Pete said. "But it's funny you'd bring that up. We're going there next." He jumped back towards the ceiling, crawling through the vents. "I'm sorry for leaving you on mute," he said, "but I go through some crowded areas at times. If I have you talking in some of these places I'm going to get caught. As soon as I get closer to Connor's I'll take you off mute. It's residential, so the area goes silent and stays that way."

That sounded alright to Jeff.

There was a pause, Pete not providing any commentary, and the others lost in their own thoughts.

"Ese pobre chico…" Rio said softly, leaning against him. "Ese pobre chico…"

"How can he just…look at the dead body of his friend like that?" Gwen asked suddenly, her voice so soft. Jeff looked over at the young teen, seeing her curled up, her eyes staring at nothing. Porker immediately leaned against her, and she wrapped her arms around him reflexively, Porker's size making him almost a stuffed doll in comparison. "How can he not care?"

"I think…" Jeff started. "I think there's a lot of bitterness there," he finally finished, watching Gwen carefully. Gwen turned to look at him, her eyebrows pinched. "Connors…Connors was working with him," Jeff extrapolated, saying what he had been thinking earlier. "I think Pete's spent a lot of time stuck with the feeling of betrayal and ultimately a good deal of suppressed anger. Connors had plenty of time to see what it was doing to that kid, see what terrible thing it was imposing upon him, and yet… He still made a deal."

"He still killed his family," Peter B said softly, looking at the goober with pinched eyebrows, his shoulders hunching. "Martha and Billy were always kind to me," Peter B said, looking to Gwen. "If Curt hurt them…for one, he'd never forgive himself, and for another he'd never want me to. Outside from that I think that there is…a lot of emotional distance."

"He has walls on top of walls built up," Rio agreed. "I think if he didn't have them… I think Pete would have been dead a long time ago."

Gwen slowly nodded at these explanations, hugging Porker close to herself, the pig squirming around so he could hug her back tightly.

Peter B's goober beeped.

"Alright," Pete said. "We're close, so I can take you off mute now. Thank you for your patience."

"It's no problem, bud," Peter B answered. "I get why you don't want to be caught swinging over places."

"Hoovervilles are tightly packed," Pete said, sighing. "At least in the residential areas you have space, even if it is in the Bowery."

"The Bowery?" Jeff asked, blinking.

"That's where we lived after we got out of the Hooverville," Pete answered. "It's beat to shit, but it was home, and we couldn't afford much else. It's also where Curt Connors and his family lived. Lot of down-and-outs around here, but even they don't come out at night." He gave a quiet chuckle. "Actually, it's probably better to say they especially don't come out at night. This is where most of the changes take place."

"Not in Hoovervilles?" Rio asked, surprise in her voice.

"You'd think so, but there…people don't really have anything to lose. Not to the extent as the ones in the Bowery, at least," Pete explained. "People in the Bowery have got homes, places they're actually living in. To be forced to live in a Hooverville, that's the final destination…before you're six-feet-under, or otherwise put on ice."

"People hear they're losing their job and that's when they get desperate?" Jeff asked, rubbing his forehead.

"Yeah," Pete answered. He paused then, unmoving, the only sound him breathing. "My Aunt still lives here. I went past her house almost every day, but Connors is too far away to be a true neighbor and is absolutely not a peer."

"Have you spoken to Aunt May?" Peter B asked.

"Not since Ellis," Pete answered, his voice trailing off. "Not since I realized the full extent of what was happening to me." There was a pause, heavy. "She doesn't…she doesn't like the Spider. She never did. If I were to…I…"

"I never told," Peter B said softly, his gaze far away. "I don't blame you for not telling, not really…"

The thought suddenly hit Jeff that Pete was scared. He was scared of how his aunt would react, scared of what she would say. In a way he understood, not only was Pete a vigilante, he was also…cursed. At the same time, that woman had loved and raised him.

"That's up to you, bud," Porker said, his voice soft and almost apologetic. "Frankly, I never told mine either. She's…a little nutty. I think the shock would kill her."

Jeff found himself looking at his own son, his eyebrows pinching, and hoping that Miles would come to him with his secrets, would trust Jeff to love him enough to work through anything. As it was, it wasn't his kid, and apparently secrets were common among the vigilante crowd. With Pete…he even figured he understood why Pete would be so hesitant.

"We're here," Pete said finally, and began jimmying what sounded like a window. A moment later and he spilled into a room that didn't echo at all like the others did, but Pete's footsteps sounded wet. "Oh…" Pete managed softly.

"What's wrong?" Jeff asked.

"It's nothing. Not really. Just…the icebox melted. It was left open. The floor's wet." He took a few more steps, splashing evident.

"Icebox?" Peni asked.

"It's…" Pete hesitated on his explanation, falling silent. There were a few more steps, and then he let out a shuddering breath. "That's black," he finally said softly. "That's black, it's not…" he trailed off again, walking further into the house, the sound of wet tile traded for wet carpet.

"Pete, what do you mean? What's black?" Porker asked. Pete ignored him, just kept walking

It was as they got closer to whatever Pete was walking towards that Jeff realized he could hear flies buzzing. Black, what on earth was…

Black as blood, Pete had said. Pete's blood was black.

The carpets were wet.

Flies.

Pete fell to his knees suddenly, making a quiet sound, the flies buzzing more as they were disturbed.

"They didn't remove the bodies," Pete said, his voice quiet. "Martha and Billy are still here."

"Pete, I want you to get away from there," Rio said, her voice serious, her eyebrows pinching, worry bright in her eyes. "They've been decomposing for two days, you don't…you don't need to see that…"

"It's alright, Rio," Pete said, his voice still that hollow sort of quiet. "I've seen worse."

"It's not a matter of seeing worse, it's the fact that they were close to you," Rio retorted, her expression a desperate sort of sadness. "We never treat family members in hospitals, our emotional connections are too much…Pete, it's not wrong to retreat."

"There's nothing to retreat from," Pete answered. "We all die. Everyone dies. And I've seen enough people get eaten that there's nothing new to be seen. The only thing different are the approaches. Though…you know what's funny?" Pete asked, and there was the slightest hint of a laugh in his voice, the slightest hint of something broken. "The things…the things like Curt…they can't eat them properly. Their jaws are so filled with teeth, so contorted that the most they can do is tear apart the flesh. So, you'll find a limb over here, and a limb over there, bits of internal organs strewn across…but they can't really feed."

Jeff was suddenly hit by a vivid image of two bodies torn asunder, flies on the exposed parts of the flesh, maggots beginning to feed, crawling over organs and soft tissue. The feeling of Miles pressing into him caused him to cup his son's head, pressing it into his chest, holding him there. Pete was so used to this. He was so used to this that he'd catalogued a pattern, something that Jeff would have used to identify a serial killer. Only this was no human monster, no despicable dreg of humanity.

This was the product of fear and desperation turned on its head. This was the ultimate fate of the people that wanted, more than anything, to feed and help their families. People that were scared. People that had no hope. Victims of a nameless and formless god that they likely never expected to hear their screams.

Jeff couldn't imagine living like this.

"There's one other thing that's odd," Pete continued, drawing Jeff's attention back, even though he wished he could ignore it. "They never eat the head. I don't know why. Maybe the skull is something they can't crush, or maybe…maybe they get such a good look at the faces of their loved ones that even their current state can't stop the shame from building up deep inside…"

Jeff wondered how often Pete pictured doing that exact thing. How often he thought of that aunt of his, of looking down at her face from whatever small corner of his mind that was still his and being driven to such terrible agony and horror that it broke through enough to make him run.

He wondered if Pete thought of that with them.

"Either way…" Pete hummed, "it's funny to me that even if they are finally granted a boon from the gods the only thing they get is more desperation and more pain, because eventually… Eventually they're just going to starve to death. It's an ironic kind of kiss-off." There was silence for a moment, and they heard the rustle of his coat as he did something. Looked around, maybe. "I can't do anything for them," he finally said, and stood up. "I'm going to grab my file and go. The longer I stay here the more likely it is that I'll get caught…"

"What will they do if that happens?" Jeff asked, mustering up the will to ask, the others having fallen silent, lost in their own thoughts. He should have sent the kids home; he should have sent Miles to his room. He should have known that Pete's world would have been this rough. He hadn't been thinking, and now it felt like it was too late. Peter B dropped to the ground suddenly, surprising him, but when he went over to the couch and picked up Peni and Gwen, and by default Porker, and placed them all on his lap, squeezing them tightly, he understood.

All of them needed a hug when dealing with something like this.

"They might blame me," Pete answered over the sound of him climbing up the wall.

"But how could they blame you?" Rio asked. "They've been decomposing for days; they should know upon sight that there was no way you could have killed them."

"It's not like you have the teeth for that kind of mess, too," Porker added.

"I wear a mask," Pete countered, and there was a pause. "As for the signs of decomposition…I'm not sure that will really stop them. It depends on who's got the most leverage, and at the moment, I don't have any. Particularly based on where I am." He trailed off again, and there was the sound of scraping before something was removed, a false part of the wall perhaps… Either way, Pete finally spoke again as he got what he was after. "Wherever I go the wind follows, and the wind smells like rain… That in and of itself marks me for what I am. No one in my world would miss the significance."

"That's why you said that when we first found you," Peni said, her eyes wide, shock in her expression, the other Spiders gaining a similarly amazed expression. "You were…you were warning us, seeing how we'd react…"

"I was," Pete agreed. He paused. "I also may have thought it was a good line…"

The laughter that bubbled up then was startled and thankful and real, a nice reprieve from everything else. Pete hummed thoughtfully.

"This is it…" he said, taking the file with a rustle of pages.

"Is it something you can use?" Rio asked. "It has…well, information of what changed you, doesn't it? About your…biology?"

Pete was quiet for a moment as he slipped the folder into one of his many pockets and dropped to the ground, feet squishing on the wet carpet. "My biology is constantly changing," he finally said softly. "I said before that the only way to be sure you had a clear understanding of my biology, of what I was and what was happening to me, would be when I was dead. Because once I'm dead there's no more changes. No more taking of my soul, no more tearing my body apart to give it some other feature… Static. Until that point, though, the folder just contains a record of what has been done to me. It's helpful as that, but not much else."

"It's already out of date, isn't it?" Peter B asked, his voice echoing a quiet sort of realization. "Because of your eyes…it doesn't reflect that."

"Exactly," Pete agreed. "Though it does have a good idea of my healing." He paused. "You know…it might be for the best that they haven't gotten here yet," Pete said thoughtfully. "I might have a better chance of making sure they don't connect me with them. Curt kept a journal, I think Martha did, too…"

"Pete…" Jeff started. "If you're worried about leaving traces…" He hesitated, thinking. "You wear gloves all the time, don't you?"

"Yes," Pete agreed. "I leave no hair, no fingerprints, and the boots are custom. I know how to go in and out of places undetected." He was quiet for a moment. "The roof is partially collapsed. I forgot…well, I didn't notice how Curt got out. I just ran. It's been raining. Everything in the living room is soaked."

"So, you're not leaving footprints going up the wall, then," Jeff clarified, a slight smile on his face.

"No," Pete answered. "I get rid of traces like that." He went further into the house, a door opening.

"He collapsed the roof?" Rio asked finally. "And you just ran?" there was a slight hint of tease in her voice, forcefully injected. Jeff could see her eyes, see the way they darted, the way her eyebrows pinched together in worry, the lines around her mouth.

"I'm not sure if you've ever walked in on a three-meter-tall lizard with teeth bigger than your head crouching over the dead remains of people that you knew, but running is usually the best course of action."

Jeff reflected that while Pete's natural tendency to go for the throat was justified in most circumstances, there were times when it could be qualified as not just overkill but damn hurtful. Rio flinched at the statement, and Jeff immediately gripped her shoulder, surprised, but yet gratified to see Peter B immediately put the watch on mute and turn to Jeff's wife with his mouth pulled into a frown.

"I'm sorry," Peter B said. "I can't really apologize for him, but he's…I don't even think he's aware."

"I know he's not," Rio replied with a sad smile. "He doesn't mean anything by it. I just wish he came from a world where he didn't have to have his defenses that high."

Peter B gave her a slightly rueful grin, shrugging slightly.

"I'm sorry, Martha…" Pete suddenly said under his breath, and there was the sound of something being picked up, the rustle of pages, and Jeff came to realize that he was looking through her diary. There was the soft sound of Pete humming a quiet tune under his breath as he flicked through it, and Jeff came to realize that he knew that sound. He made a sign to Peter B, who immediately unmuted.

"Pete…is that Cab Calloway?" Jeff asked.

"…Yes," Pete finally answered, pausing in his flicking of pages. "You…you're familiar with Calloway?"

"He's one of the greats." Jeff grinned; amusement bright on his face. "He's one of my favorites from that era."

"My era?" Pete asked, something almost teasing in his voice. Jeff allowed himself to laugh.

"Yes, your era, kid. I didn't even think of that…man, you have to have a lot of good music and literature going on. You hang around Harlem ever?" Jeff asked, and for once he actually felt like there was a common ground he could work with. Maybe with this, a little conversation about jazz and music…maybe there was a bridge that could be built here.

"'Course," Pete answered, seemingly interested in the conversation. "I go where I'm needed and Harlem's one of those places. Granted, I don't go there that often because I'm…" Pete hesitated. "Trying not to tread on toes. Luke Cage operates out of Harlem mostly, and I only go when asked."

"Luke Cage?" Peter B asked, his voice full of recognition, a grin on his face. "You know him?"

"In passing," Pete answered, and he had begun flicking through pages again, but he had obviously not checked out of the conversation as he continued. "It's hard to know anybody if the requirement is to give away your soul." There was a pause as he huffed a sigh, and Jeff found himself closing his eyes against the reminder. "But to answer the original question, yes I go to Harlem. When I was…human, I went more. I had friends there…"

"I'll be damned…you a jazz fan then?" Jeff asked, rallying as well as he could.

"I like it, yes," Pete answered. "I obviously can't listen to it much because of the amount of people that it attracts and also because I…" Pete trailed off, the pages stopping their hypnotic flicking.

"Pete…" Rio finally asked, after the silence grew too long. "Pete, what's wrong?"

"'It's a shame about the poor, absolutely wretched dear, about what we have to do, but it must be done…'" Pete said, or…perhaps read, his voice quiet, almost lilting. "'Sometimes I find myself feeling pity, but then I remind myself that it isn't human. I wish that Billy hadn't taken a liking to it, but I think it is Billy that it has the most fondness for, as much as the thought fills me with dread…'"

Oh…oh no… Oh no.

The diary was flicked through more, a diary Jeff recognized as Martha's, before finally being closed with a snap. There was the rustling of pockets and Jeff came to realize that he had put it in his coat, and then another book was picked up and opened. Pages were flicked through in dread-soaked silence.

"'There is no doubt that the curse has changed the subject's body as well as its soul, its body gaining an ability to heal beyond anything I have ever seen. If I could but find a way to unlock the secret… Injecting its…'" Pete hesitated, taking a rattling breath, before continuing in a low hiss, "'injecting its blood into my own veins has produced no connection to the beyond, no ability to heal, nothing that would come of the old writings of alchemy. As such, it is impossible to connect with its patron this way.'"

Jeff felt like he was listening to a dispatch call that he couldn't get to in time. He had never felt more helpless, had never felt more ill equipped. Jeff closed his eyes, feeling the way Miles squeezed him tighter, Rio immediately pressing into him. When he finally opened his eyes, he found Peter B cuddling the other three close, so close, Gwen's and Peni's eyes filled with bitter and angry tears, Porker hugged tight in-between, his own blue eyes so sad, and at the same time so angry. Peter B was staring straight ahead, his jaw locked, a muscle twitching.

Jeff idly reflected, in the small corner of his brain that wasn't devoted to horror at what Pete was saying, that he had never seen the other man so obviously angry.

"'I will have to choose another route, more direct,'" Pete's voice continued, a biting sharpness to his tone. "'I will have to contact them myself. Now, quite obviously the detrimental qualities to its transformation are many. The pain it has spoken of is not to be ignored, nor is the fact that a bit of its soul is taken for every single transaction of power. But there is also no doubt that the Thing-That-Was Peter Parker belongs to a cast of…undesirables. It is likely that what is happening is nothing more, and nothing less than a matter of…'" Pete's voice sank lower, a rattling hiss leaving him as he hissed out, "'inferior breeding and genetics.'"

Jeff closed his eyes once again, tilting his head back.

A laugh slowly rumbled then, hollow, biting, and so, so bitter. Jeff had never heard a sound that was supposed to hold joy hold that much hate.

"I guess they had my number all along, I guess they wouldn't dare do what they did without making sure that I…that they knew…" Pete managed finally, biting the words out between that ugly, vile laughter. "Fucking figures… It figures that when I actually start to…" he trailed off, and didn't continue, the creak of a leather-backed book being squeezed filling their ears, before he seemed to stop.

'Inferior breeding.' What a fucking nightmare. This was a nightmare. This was a tragedy of the worst kind, the kind that sunk into your bones and left you miserable for days afterwards. A slow train wreck that you couldn't look away from.

"Pete…" Peter B started, his voice so quiet, so broken. "Pete, I'm sor-"

"Save it," Pete snapped, and put them on mute.

"He trusted them," Porker said, after the silence once again grew long, after hearing Pete collect the diary and then go elsewhere in the house, wet footfalls and creaking doors the only sign of his passage, followed by more paper, and finally by the sound of that paper being ripped to shreds. "He trusted them, and they… How could they betray that? How could they? It doesn't even seem to be about desperation… Injecting his blood…?"

"I bet it still was about desperation," Jeff said softly. "The only thing is… it was desperation mixed with entitlement. Desperation mixed with that awful thing that allows you to hurt someone else and justify it to yourself. Calling him inhuman, referring to him as 'it'…it allows you to distance yourself from what you're doing. If you convince yourself that it's just a thing, then there's absolutely no reason not to betray that. Who cares, after all… It's not like it has got an actual soul, or emotions, or its thoughts actually matter. It's that far beneath you."

"They knew he had a soul, though," Peni whispered. "He gave it for them."

Jeff closed his eyes, bowing his head low. "He did," Jeff agreed, carefully putting his hand on her head, feeling her press into it. "He did."

"I'm going to take you to one other place," Pete finally said, his voice biting. "One more place… You can decide what you want to do after that I…" Pete's voice trailed off, "I don't care anymore."

"I know what I want to do," Rio said, taking Jeff's hand in hers, holding it so tightly. "I know what I want to do…"

Pete ran in silence, climbing, and jumping, and swinging. They could track the quality of the neighborhoods by the voices that started to talk, ignoring the curfew. The more affluent the neighborhood, the more people congregated. Jeff felt a pit open up in his stomach at the idea of Pete swinging across the Hoovervilles, the Bowery, all of the pain, all of the death that he saw on a regular basis and then coming to these places of glitz and glam and decadence. Jeff had to figure that it was lucky Pete wasn't more bitter than he was. He could see that dynamite being put to another use, which reminded him that he really needed to figure out what it was for…

Pete didn't strike him as the terrorist sort, but what on earth could he possibly want it for?

Pete finally stopped running, and Jeff could tell that he had wandered into a poorer neighborhood due to the fact that there was no sound. All the voices had ceased.

"Here it is, folks, the moment you've been waiting for, the ultimate cumulation of your being…" Pete said, his voice affecting that of an announcer at an auction, or perhaps that of a stage manager. "Come one, come all, to the Manhattan Freak Show." The sound of a tent flap being thrown open rustled in the air like batwings flying off into the night, and Pete stepped forward into a deadened sort of silence.

"A freak show?" Peni repeated. "What's that?"

"A remnant of times past, when dehumanization became entertainment, and you could stick a bearded woman in front of a group of people to get heckled and laughed at," Peter B said, his voice quiet. "I've only heard of one freak show that was decent, and that was because the people involved were there by choice and had an equal cut in their performances. It was also formed more recently, when laws and regulations could be put into better effect. But with Pete's time…"

"Step right up, step right up," Pete hummed, interrupting unintentionally, and jumping up onto a raised platform. "View the monsters of your nightmares," Pete's coat rustled, and Jeff had an image of him spreading his arms to an imaginary audience. "See the beings that lurk in the dark and in the beyond, far beyond our touch, but there. Always watching. Always waiting. The inescapable, formless beyond…" There was an element of recitation to Pete's voice, something that spoke of multiple viewings, and a long memory.

What had Pete seen?

"This one, I'm sure you all will have noticed, is formed in the likeness of those awful terrors, the mighty squid of the deep…" he walked towards something, tapping against a glass case that echoed hollowly. "With its eight tentacles and terrifying beak, it is obviously a horrible sight. But you know what this once was? This…was once a man, like you or I, he paid his taxes, loved his wife, and had two beautiful children, that he loved as much as life itself."

Jeff could hear the sound of Pete's hand running across the glass, the tap of his boots in that horrible silence that seemed to deaden them, deaden his voice. He could also see the man in his mind's eye, a man that came home from work to catch two children that threw themselves at him, laughter and joy in their voices, a wife that kissed his jaw and was always happy to see him, even when they fought.

"Then he lost his job… And the bills came in, and the jobs were few and far between, and he couldn't pay, and eventually…he couldn't feed his family. His poor, beautiful family, that was starving, and looking up to him to save them. So, he reached, and in his desperation… He landed himself some beautiful suckers and tore apart the family he had loved so dearly." Pete gave a soft laugh that sent shivers up Jeff's spine, his head bowing, his arms wrapping around Miles and Rio so tight. "Needless to say…he no longer had a family to feed…"

The crack made Jeff flinch.

Pete almost skipped over to another part of the room, boots tapping out an irregular rhythm. Another case was skimmed over, his gloves squealing against the glass.

"And this one, oh, this one is a true tragedy, folks…" He turned, projecting his voice out to the audience that was, and was not imaginary. "This one, as you can see, has the wings of a bird, and the beak and feathers to go with it. It's a beautiful specimen… The wingspan, the iridescent feathers, the beautiful pewter of its beak…"

There was something about hearing Pete call something an 'it' that hurt deep in Jeff's soul, and that was the moment when he realized that this…was a recitation. This was a show, one that Pete had listened to enough that he could recite from memory. Another thing that Pete had been around so long that it was seen as an inevitable.

Pete had said that if the bodies were too ruined, they were burned to ashes. Jeff bet that the ones that weren't were brought to the Freak Show.

"It's a shame, of course, that it killed thirteen people before it was eventually put down. Can you imagine the horror and the shock of the people that realized that this horrible creature… Was once a seven-year-old girl named Marsha?"

"Seven…" Rio whispered.

"That's right, you heard it here first, ladies and gentlemen…Marsha was just seven years old when her father lost his job, throwing her life into a downward spiral of pain and poverty. Her father took to drink, her mom took to despair, and poor Marsha…beautiful, desperate Marsha… Wished for nothing more than to escape everything, all the pain, all the fear, all the hurt…" Pete's voice was sing-song and deliberate, full of false pauses and wrong emphasis. Fake and awful and wrong. "So, she wished, and she wished…and what answered her wasn't some beautiful star in the sky. Wasn't some benevolent being of light… It was a god of death and hate. She got to escape, alright, but before she did that, she tore her mother and father to shreds, scattered their pieces, and flew into the sky."

Misery on top of misery on top of misery. Pete moved to another glass case.

"And this one, folks…oh this one's a rare treat," he tapped the surface, once, twice, three times. "This one is something that may or may not have ever been a man. This one is something that held New York under their spell for years. A man that killed men, women, and children, all in the name of the highest bidder. A man that was known as Norman Osborn but was actually the Goblin." A vicious shriek of leather on glass followed, as though Pete had clawed it. "He ordered the deaths of hundreds, kept the city in an iron fist. But the question is…how can someone so monstrous, someone who came from a Freak Show in his youth, someone with no real connection…gain so much power and so much control?"

There was a pause, as though waiting for them to make a guess at an answer, but they were still on mute. Pete hummed quietly, drumming his fingers on the glass.

"Have you guessed the awful truth?" Pete asked no one. "Have you guessed what allows a man to grow up with scales, what gives them silver eyes with no iris, what gives them lipless mouths and awful strength?" He gave a slow rumbling chuckle and finally, quietly, his voice rolling, no longer using the announcer's tone he had been using. "No one else knows, but I've seen things. In my connection to the Void, I am granted knowledge beyond most men, and so I grant it to you: he was only half-human. The product of a mating between a monster and a human woman."

Rio made a low sound, a sound of horror, Peni and Gwen both hugging Peter B so tight, Porker huddling them both close. Miles pressed tighter against Jeff's chest, as though trying to burrow under his very ribs. Jeff engulfed his son and his wife both in his hold, trying to help them do so.

"This isn't as uncommon as you'd believe, and in fact extends to this thing in this case. A terrible wretch that gained the appetite for human flesh, that was ordered to consume Osborn's enemies. Teeth as long as an inch, with the claws to match, a monster in a vaguely human shape," Pete's voice was filled with hate, leather creaking as he balled his hands into fists, his tone a hissing, spitting thing, so low, so angry. "And someone I shot." *TAP* "Three." *TAP* "Times." *TAP* "The Vulture. The one who ate my uncle and was going to kill my aunt."

Pete turned, his coat swishing out around him at the abrupt movement, walking back into the middle of the platform.

"The Manhattan Freak Show. The ultimate fate of anything that isn't too destroyed, preserved, stuffed, and displayed before crowds of rich dandies. But even they, in all of their distance and their pride and their decadence…never come here at night." Pete let his voice trail off, quiet.

"Those poor people," Peni whispered. "Those poor people…they didn't…they didn't know what they were doing," she hiccupped.

"They just wanted to escape from what was happening to them," Gwen added, turning to press her face into Peter's chest. "And those monsters! The things that aren't even fully human…how awful. How awful…"

"He shot him three times…" Miles whispered. "He must have been so scared. So angry…"

"There's twenty here," Pete finally said, interrupting their quiet contemplation, "twenty bodies, not counting the fourteen I obliterated. Throwing dynamite down their throats solves a lot of problems that not even bullets can."

Oh. That's what Pete used the dynamite for, Jeff thought to himself idly, numb.

"All of them with some sob story all their own, all of them with agony in life, and agony in death. All of them treated like the monsters they actually are."

"Like the monster I am," Pete whispered, his voice strangely loud in the deadened silence. "This is how it always ends. Two fates. Burning, or display. This is what waits for me and all that know and love me. It happened to them, there's no reason it can't and won't happen to me."

Jeff closed his eyes, heaving in a heavy breath, his head bowing.

"So now you know," Pete said, stepping off the platform. "Now you know the fate of the poor bastards in my world. Now you know what they do to the ones that stay intact. Now you know what awaits me." Pete was silent for another moment, the only sound his breathing. "I'll give you a minute to decide what you're going to do, and then I'm going to hang up and your decision will stand. No matter what you decide."

"So now…"

"Choose."


Take a breath, stretch, hug something if you have to, and remember this still ends with a happy ending