It happened so fast, one minute it was SHIELD and in just a blink of an eye it became HYDRA. Doc Oct after being "capture" by Spider-Man and his daughter, was brought into holding up on the once SHIELD Hellicarrier. Just like the Trojans, the villain fooled everyone. Using his very own Trojan he was able to take over the Hellicarrier with great ease. Fighting off all of SHIELD, Nick Fury, the Web Warriors Iron Spider and Venom easily catching them and last but not least Spider-Man himself. A great it began to turn out for the villain, claiming victory over the one who had suppressed him so much, not to mention it gaining an upgrade himself and a new ally with HYDRA. With Armin Zola, a old agent of HYDRA from WW 2 who managed to save his mind by fusing it to a computer. Gaining a body too. In a manner of speaking if one could call it that. It didn't matter all that matter was the fact they had won and would take over New York City, in the name of HYDRA itself. Everything was perfect, just perfect. Just as Doc Oct planned, and extra.

If having victory wasn't enough for him, he had a very valuable prize indeed. One that he knew would benefit him in more ways than one. A sinister smiles comes across his chapped lips, his cold eyes look delighted at the body of the young girl laying there unconscious in the prison cell. Bond and restrained. Wanting to eliminate Spider-Man was his main goal. Though unable to as the hero managed to allude him, but he managed to get a consolation prize instead.

Jewel.

Plucked the girl right from him. Made her watch as Spider-Man fell to his death in the bay, the horrified look upon her face made his day better than ever. He knew should Spider-Man be alive would come back for the girl. And he would be waiting, after all any parent would come after their child.

And a parent would indeed. One that Doc Oct did not take inconsideration. One he should not have invoked their fury.

Spider-Man's spider sense went off and dodged just in time the hand heading for the side of his face. Quickly he moves back just in time, he moves again to avoid being hit. Afraid of what that strike or slap would do to him. One thing was for sure, it wouldn't end well for him. He understood their frustration at him, and they had every right to be this enraged. He was too, at himself mainly. It was his responsibility to protect them, they were in his care. He let them come along with him. And because of his poor choice decision what was the most important thing not just to him, but also to you be taken away.

Jewel.

She was snatched from him, before his Spider-senses went off. He watched her be taken hostage and away from him by his nemesis. He could still hear her cries and screams for him. He knew she had tears streaming down her face, her eyes grew wide with fear and pleads of him to rescue her. Fear of losing him, the hurt in her eyes stung his heart. She stricken with fear as she watched him fall down. Her words screamed so loud he heard it before he blacked out from lack of oxygen. Screaming for him not leave her again. Again? He didn't understand that, it puzzled him. But that would have to wait, getting her back and stopping HYDRA was more important. But right now, he had deal with her mother. You. After he was saved by another Spider-Man calling himself aka Scarlet Spider. Dressed in a different costume in a sense than his own, red and black. Plus he had talons that could come from his wrist, not to mention the edgy attitude and lack of social skills, and brooding nature. Who clearly found Spider-Man a pain and nuisance. But seem to be enjoying the show between himself and young woman who just showed up just in time to help them fight off Doc Oct's Goblin HYDRA soldiers.

He admitted to himself, he was shocked at how she came in knocking a few back in the attire she wore. She was the opposite of Spider-Man, personality and all from what he gathered and something else. She didn't seem like the one to mess with or take lightly. Because one hit from her hand or slap she was trying to land on Spider-Man was filled with her rage upon what she found out from Spider-Man who told her about some girl named, Jewel. Being captured by Doc Oct. Whoever this girl was, clearly was very important and significant to the girl, Kylie was her name hearing Spider-Man call her that. And to Spider-Man himself. Kylie was clearly angered and distraught, actually she was just a bunch of a emotions. Sad. Upset. Pained. Frighten. All balled into one. Into that slap she was trying to land up on Spider-Man who would not let her. Scarlet noticed and heard the remorse in hero's voice, it was so sincere and it was filled with the same emotions as Kylie, if not more. He remained calm while trying to talk and calm down Kylie. Which he finally managed to get. Finally acting back, and grabbed both her wrist stopping her little rampage. Getting her full attention. Keeping his eyes upon them both, Scarlet could see there was something strange there between the two. More so on Spider-Man's part. Something like this is best left in private, without someone else around. Sights like this could leave someone being in a sense the third wheel, feeling awkward.

Something that Scarlet didn't, he actually seem to be more intrigued though kept it hidden. Once Spider-Man managed to calm down Kylie and things well where fine. Things could get back on track. Good.

Spider-Man comes over to him with you. You look at this other Spider-Man who stood a bit taller than Peter and was a bit more toned than him too. The two of you look at one another. Staring at one another. Spider-Man looks between the two, he wasn't sure if there was tension or not. But it seem to be something.

And being Spider-Man he breaks it up."So Scarlet, this here is Kylie or Phantasma. Kylie this is Scarlet Spider."he introduces the two of you."She'g going to be coming with us to help out against Doc Oct. Hope that's alright?"

Scarlet kept his eyes focused on your's, then quickly looks to the hero and scuffs shrugging his shoulders."I don't mind. Something tells me she's not as annoying as you."he snarks to the web-head to who took his words offensively."Plus anyone who can kick that good dressed like this, is good in my book. So are we doing this?"

He walks towards the large sewage pipe, Spider-Man looks to you reassuring you things would work out fine. But you just cast him a cold glare and follow Scarlet Spider. Once inside the sewage which did smell by the way, but that didn't matter all that matter right now was getting back Jewel and figuring out where Nick might be. Since you couldn't crawl on walls or shoot webs, unlike the others so you it gave a disadvantage just a little bit. But you kept up just fine, even in wedges and a dress. A few times you tripped and Spider-Man came to help you up but you refused it. Treading through all of this was nothing really, besides the stains and smell. But you blocked it out, just thinking about Jewel the whole time, hoping and praying she was alright. Trying hard not to think of what could be happening to her, anxiety was starting to over take you, though you wanted comfort you refused it. Spider-Man would often glace over at you, worried about you and filled with immeasurable guilt. It just seem like nothing he did was right by you, or that he failed you. Saving and keeping the world safe was breeze compared to this. He just didn't know what to do, always felt like he was hitting an unbreakable wall.

"An Ex?"Scarlet brings up.

"Not...well...it's complicated."

Scarlet scuffs."Isn't that what everyone says?"He looks passed Spider-Man to you, then back to the web-head."..."

"So you live here?"Spider-Man changes the topic.

"Underground is better. I can get anywhere in the city unseen."

The sound of hovering crafts caught Spider-Man's attention. He looks up through one of the vents spotting a few gliders flying overhead.

"Looks like the goblins are coming from time square."he noticed."You think their going to catch a musical?"Scarlet grunts annoyed."Levity?"

You walk slightly grunt a bit annoyed from what he said. Now was not the time to start making jokes of such. Scarlet finds a manhole and opens it, he looks around the area scouting it. There was no one insight, which was good, meaning it was clear and the three of you would be undetected. He climbs out first, followed by you which surprisingly he offers some help. You take his hand, much to Spider-Man's displeasure and hurt. He follows after the two of you, using cover and evasion making it to Time Square, where Arinm Zola managed to hack into the large screen and project himself all across the city. Telling everyone about HYDRA and how they have been protected or shielded far to long from them. Claiming SHIELD has or is going to be over and to make sure of it, he would show the city by demonstrating what he means. Down in the center for all to see, caught and imprisoned. Everyone from SHIELD Academy.

Venom, Iron Spider, Power Man, Squirrel Girl, everyone was there. Minus Jewel. She wasn't caged at all. Your eyes made sure to look for her first. But there was no sign. Not even of your uncle. This wasn't good, you began to panic about to act when someone grabs your hand upon tightly. To calm you down which worked, looking you see it was Spider-Man. He didn't look back to you, he kept his eyes straight ahead at the others. You wondered if he was trying to look for Jewel, just like you? Was he just as concerned and worried? Considering he had the others to think about rescuing? Just thinking about how much he had on him, something small inside made you realize something. Whatever it was had flicked, you felt for a just a sec before it vanished. And you took your hand back from his. Leaving his empty. Turning back to the others, high above the center of the city the once SHIELD carrier, now belonging to HYDRA shoots down some sort of red beam upon the others. Causing everyone but Iron Spider and Venom to bow down and go on their knees. Whatever it was affect them, controlling their movements. Something had to be done, and fast.

You get ready to take action spotting Danny, but Scarlet stops you and Spider-Man from doing anything.

"What are you doing?"you demand from him.

"This place is swarming with goblins. There's no chance we can take them."he tells you both.

"That doesn't mean anything."you slightly hiss at him. He didn't seem bothered by it and stood his ground firmly.

Spider-Man understood his point of view and took his side."Fine. Then we need to head to Obscorp."

You refused still to follow."NO! There has to be some other way. I have to figure out where they took or have Jewel. You two can go, but I'm staying here."

"Kylie. That's crazy!"Spider-Man objects. Stepping in front of you."We'll find Jewel, I promise and Nick. But if you go out there right no-"

"None of this would have happened in the first place you would have kept a better eye on her!"

"..."Spider-Man hide his hurt from your words and did his best to stay focus upon the main issue."The whole place is swarming with Goblins, and going to Obsorps right now would be the best choice. We can get a cure and defeat everyone here. If we go head on, there is high chance we or you could get capture,"he places his hands either side of your shoulders."I can't let that happen. I couldn't live with myself should something happen to you and Jewel. So please, let's just do this. After this is all over, you remain upset at me for as long as you like. And...and you keep Jewel. I won't bother either of you again. I'll stay away. That way neither of you will be put in danger or harms way. Again. Okay?"

His words shocked you, but more so stung deeply. Everyone one of them rang with sincerity and expressed his own hurt and pain over what happened to Jewel. You could see behind his mask, he was just as torn up if not more than you about the whole thing. He sounded like he wanted to cry and beg for your forgiveness, for just everything. And there was something else, something you saw but could take hold of. His words laced with it, that you felt something crack inside you. That you couldn't afford to happen. But it did. He knew the pain and anger you had inside right now over it all. And he would do anything to make it go away. Even, even distancing himself from you and Jewel. What he said, to you. About you and Jewel.

Scarlet looks from you to Spider-Man until he had enough and broke it up between you two."Alright then let's head there."

Spider-Man nods his head agreeing."Yeah."

The two of them walk back to the manhole, you still stood there transfixed upon what Spider-Man said. Your mind trying to wrap around every single word, if not for the sharp pain you felt to snap you out of it and make choose this next move, than you surely would have been lost in thought. Looking to the manhole that they went down, you go to it. Looking down at it, noticing they had left you a web rope to climb down. From below both of them look up at you waiting for you to come. While Spider-Man called out to you, Scarlet saw something else formulating in your eye.

"Don't you do it!"he tells you.

His outburst puzzled Spider-Man, who looks at him like he was crazy to realize he wasn't. Turning back to you, you advert your eyes and cover the manhole back up.

"Kylie! Kylie No!"he reacts a little to late to stop you. You had made your choice. Hearing Spider-Man's pleading cries, you apologize to him silently and leave.

Spider-Man couldn't believe what you just did. He wasn't sure to be shocked or upset. Right before his eyes after he laid everything out to you, you decide to do it anyway. Did his words have no meaning to you at all? Where his feelings just that insignificant to you? How would tell Jewel what happened to her mother? Didn't you think or consider how this would effect the others? The decision you made was a reckless and careless one, he knew and understood how you felt with Jewel being capture and Nick nowhere insight. He couldn't imagine the emotional toll it was having on you. It was fault. It was because of him, that caused you choose the action that you did. If only things would have been better this morning. If he had only just practice with Jewel and then take her to the Academy, instead of have her tag along and stop Doc Oct, bring him to the SHIELD. If hadn't fallen for Doc Oct's trick and brought about his plan to succeed. All of this could have been prevented, but no. He wasn't thinking of anyone at the time. Only stopping Doc Oct and now others had to pay for his mistakes. Mainly with Kylie. With you. And his daughter always had to share in it. He didn't want to imagine what she could or what that villainous man might be doing to her. She was strong, but she was just a little girl. His little girl, his pride and joy.

Sure she was edgy and snarky at times, but all in good fun. Her heart was always in the right place, no doubt learned that from her parents. She was still learning, her experience wasn't that high. She couldn't have her child innocence taken from her, from whatever the Doctor might do to her. Thinking about her crying out for him or Kylie or the both to come and get her. Imagine the terror in her eyes, when she came face to face with the man. And now with you gone, he wasn't sure what you had done or what it was where going to do. All he knew was you choose to do it, and again didn't tell him nor include him. Unlike before, before this change came over you when you returned back to everyone. You would always be open and talk with him, the two of you would share in many laughs and good times. Becoming close and finding similarities about the others. Learning about each other's life. Back then you had been so open, now you were so closed and cold. Leaving no space for him to come in. He often wondered if you knew the burden he felt when it came to you. Because he didn't know nor understood this sudden change and shift in personality within you. Like he kept digging only to hit rock that would not break. Preventing him to get the treasure. Yet he gave it his all, even if he was starting to become frustrated. The only thing that kept him calm where the words from Aunt May. Things would get better. They just had too.

Even right now. Even when you left. When he and Scarlet came back to free the others there was no sign of you at all, which was good. But not great. You must have been captured! That was the only conclusion he could think of, even if he refused to believe it. Or maybe you went to hide, which he could be okay with. But knowing you or this you, you didn't seem like you would. Anxious to know if you where at least alright or okay, was all he needed to ease his mind. Because right now he, Iron Spider, Venom and Scarlet where now in enemy's territory, upon the HYDRA carrier, and he needed to get his mind focused. Because if not, than there was a high chance this battle he was in with the others against Armin Zola and Doc Oct would not go to his favor.

With Iron Spider on the controls trying to shut off the mind ray that held the other SHIELD Academy students hostage, while at the same time trying to locate where Jewel might be. The rest took on Doc Oct whom Scarlet clearly had a huge vendetta against, taking matters into his own hands. Slamming into the villain, smashing him through the floor and breaking through. The two of them plummet down, if not for Spider-Man who managed to save Scarlet just in time. Over with Iron Spider he managed to do two things. One over ride the system and two find the information that Spider-Man wanted.

"Bingo."Iron Spider pulls up the file. He reads it gasping at what he found out."Oh, that's not good. Hey! Hey!"he calls.

Scarlet being the closest hurries over to him."What? What is it?"Iron pulls up the file for him to read. Looking at it quickly."..."he gets ready to leave when out of the blue Kraven shows up, and with his electrical whip pulls Iron Spider away from the controls and electrocutes him.

"No animal can escape, Kraven the Hunter."he gloats.

Only to anger Venom, who charges at him. And ends up being shot by Armin and knocked out. Kraven turns his attention to Spider-Man and attacks, he shoots out a electrical net pinning down the hero, he then raises his whip high to lash it out at the hero. When from behind him, he gets kicked. Surprising and catching him off guard. He quickly manages to get himself upright. Turning snarling with demanding eyes upon who attacked. He is shocked to find standing there, you dressed in your hero attire. Spider-Man and Scarlet where just as surprised.

"How dare you!"Kraven snarls, he charges to you and you do the same. He tries to use his whip on you, but you evade with ease. Sliding under, you come back up to strike him.

He blocks it and grabs hold of your wrist flipping you over, which you manage to grab hold of his wrist and flip him with you. The both of you hit the floor, but get up quickly. You try for a kick, but he moves back and lashes his whip at you again. You narrowly dodge it, and slide kick him knocking over. Getting up, you turn around with an ax heel kick upon him. But he catches it, and pushes you back. You back flip catching yourself. And charge at him again, not aware he had something up his sleeve. But someone saw it.

That person tackles you down before Kraven could land his blow. They get up off you and go straight for Kraven ramming him hard, and crash through the walls and out the carrier. Leaving a gaping hole in the wall."Scarlet!"Spider-Man yells for him. He manages to get himself out of Kraven's trap and by using his web bolas hits the button necessary to drive the carrier to its new location.

"I got you."Spider-Man comes over and helps you up. Looking around Venom helps up Iron Spider, everything was going well except for one thing...there was no way off this craft and everyone would be taken outer space.

That is if not for Scarlet who comes back with Spider-Jet, everyone hurries and climbs aboard. Double checking everyone on board, Scarlet punches it and flies off just in time. You watch the once SHIELD carrier now HYDRA's island blast off to who know where, with sadden and heartbroken eyes.

The others who sat upfront turn around and look to you, they couldn't help but feel bad no just crummy, if that was the right word. Iron Spider gets up about to go over to you, but Spider-Man does.

"No. I've got this. This...this is my job. My responsibility."the last of his words drag out. Everyone looks at eachother and hushes.

They watch him make his way over to you, though they could guess what was being said, they couldn't imagine the feelings."Man, do I feel so bad for them."Venom mourns."I can't believe it. You sure that's what you found?"he asks Iron Spider.

The teen nods his head regrettably."Yeah. It's what I found."

Scarlet kept his attention upon you and Spider-Man. He wasn't sure who Jewel actually was to the two of you, but he knew she was very important and the distraught look you had even made him churn on the inside. He watched as Spider-Man tired to comfort and console you about it. But you pushed away denying any such affection. Expecting the web head to just leave it be, like he did before with you instead...he was more forceful this time. And just pulled you in and hugged you tightly. You didn't hug back, but he was alright with that.

He buries you more into his chest, his hold on you became tighter and tighter. Observing closely Scarlet was sure he either saw or was hearing Spider-Man weeping."...I promise Kylie, I promise I'll get Jewel back."

"No. We'll get her back."Venom states, you and Spider-Man look to him, Iron Spider and Scarlet Spider around you both. Venom looks to you sorrowfully."I'm sorry."

"Yeah. I should have gotten some more information..."Iron Spider begins to beat himself up."But I'll keep looking with the file I have now. I promise!"

He then comes and hugs you, which you didn't mind and take.

"..."Scarlet looks at everyone then to Spider-Man and you."I don't know who this Jewel is, but whoever she is, she's important and the fact well he has her...I'm sorry about that. Clearly she's apart of this team, and like you said,"he looks to Spider-Man."We Spiders have to stick together."

this is following the new season 4 of the Ultimate Spider-Man.