In the Triskelion, Scarlet occupied himself by using the computer to look up something. Going and discarding what didn't interest him. Or catch his eye.

"No. Naw. Not that one."he discards it."None of these fit. No. To much. Not enough. Maybe...This won't do."

Believing he had privacy, to almost get caught when someone enter the room. Quickly he tires to switch out the screen he had up, before he was discovered. Luckily he found what he was looking for, and sends the information. Right at that time Spider-Man comes in, he briefly saw what Scarlet had up.

"Wait? What..Where you just looking up fl-"he points.

Scarlet hushes him."It was nothing."he quickly defends himself. Which Spider-Man didn't take, curious he goes over trying to get the screen back up that Scarlet up. Who fights him off, quickly erasing what it was he had up."What?"He

Spider-Man still puzzled and curious about what he just had up. Wanted to still try and get it back up, but Scarlet wasn't going to let him. Blocking him at every turn, eventually Spider-Man gives up. Though he tries one more time, Scarlet shoves him a bit.

"Fine."Spider-Man gives up."So, wanna switch costumes? And answer all these questions for me? I don't know how Nick Fury did all this?"

"Well whoever said you had to take Fury's place?"

"Well, no one's seen him or Nova since the HYDRA attack. But, while he's gone, someone has to keep this place running."

"And that someone has to be you?"Scarlet tells him. The two of them move away from monitor."The world's a rough place and in the end, you just got look out for yourself."

"Well, Mr. Sunshine obviously you haven't download your Hero instructional manual."Spider-Man jokes."It's our job to help, where ever we can."

"Yeah. Just like Agent Venom."Scarlet looks towards the stasis capsule Flash was in, since his accident on the field. No longer having the symboite."And look where it got him."

Spider-man looks over at his injured friend with guilt. Ever since that day, he kept blaming himself for Flash's condition. The injuries he received, if not for Doctor Connors, Flash would be in a lot worse condition. Everything just seem to be his fault. Everything. Nothing he seem to be doing was right, mainly when it came to those important to him. Especially with Jewel, but mostly with Kylie. The two of them no longer close, like they use to be. Back when Kylie was her old self, when things were in a sense normal. Before everything that happened to her. Because of how she was now, was his fault too. He shouldn't have opened his mouth and encouraged her. Promising the two of them would becoming the Ultimate of themselves as heroes. If he hadn't said anything, than things would have been better, they would be better. Not, now.

There was something he could feel it, that grew between them. And just kept getting bigger and bigger, she on one side walking away with him calling after her, trying to figure out a way to get to her. All the power he had, didn't seem to help. Close and now far, further than ever. He didn't want to believe he couldn't reach her. There had to be some sort of way. With everything happening, she losing her family. His fault was all he could say. He saw the anger in her eyes. The disappointment and hurt. Blaming him for all of it. His mind tired to think of way so to apologize. The only thing he could think of was, telling her when all this was over, he wouldn't bother her anymore. Never again. She didn't have to talk to him. He would leave her alone in peace, even if he loves her. A love he felt was wavering like a dancing flame. It was still there, but it felt like it was fading. It was clear with Kylie it had faded. He would be lying if he said he was alright with it. As long as she was happy was all that mattered really. Still, there had to be some way to get her back.

Noticing the hero's somber mood, Scarlet didn't realize what he was about to say would put him in uncomfortable and awkward position.

Working and looking through the system."What's with the mood change all of sudden?"

Spider-man lets out a heavy sigh."It's just...it's about Kylie. No matter how hard I try with her, there just seems to be distance between us. Ever since well...well Jewel was taken. Before all this, me and Kylie, we use to be...we use to so close."He stops for a second lamenting on the memories between him and Kylie before. Forcing himself to smile.

Scarlet shouldn't have said anything, but does so anyway. Being as inconspicuous as possible and treading carefully."Before? What do you mean by before? How was she before?"

A light chuckle comes from Spider-Man, fondly thinking of those memories and where to start. His tone did a 380, going from depress to happiness."Well, for starters she was always bubbly. Well not to much, but just enough. Eager to do things and willing to help. She loved to laugh all the time. She adored everyone. You see, she grew up on the Hellicarrier. All her life, a place with nothing but cold and metal in away. She managed to find the simplest joy in it. Always doing her best to look on the bright side of things. Oh, every time there was a new member who came, she would mak-"

"Cupcakes."Scarlet says at the same time. Spider-Man looks at him. The two of them stare at the other for a few seconds."What? Some of the other told me." He plays it cool."Just keep going, clearly you want to vent."

Spider-Man starts back up."Cupcakes for anyone new. She made some for me. That was how I meet her, though I caused her to spill them. She was overjoyed to have me on the team. The only one actually. Welcoming me with open arms. I didn't really understand her at first, she was actually rather strange. But in time, I got to understand her a bit more. Learn more about her. To point she was able to read me, and she became really important to me. I promised her, the two of us would become the Ultimate of ourselves."His drops."Then, it happened."

Scarlet stops what he's doing listening closer to what the hero was going to say next."Kylie, experienced the worst imaginable. She was taken and the Kylie I-I mean all of us knew was twisted and transformed into something else. Something we didn't think could come from her. She became cold, ruthless, dark...all thanks to her father. Red Skull. He twisted her into something else. We all where forced to fight her. Something I pray never to do again. It was just horrible fighting her. If there had been another way, I would have gladly taken. I tired my hardest to reach her, we all did. Luckily we managed to break her free of her father's control. But it was at a coast. She gave up her life. Her very own life for everyone here in the city. If that is heroism, I don't know what is. I tired to stop her, but I couldn't. And I lost her. That was the hardest thing for me."His voice cracking just a bit. But he keeps it together."Without her around, I just felt well...she's my responsibility. She has and still is. When she came back to me-I mean us. I was happy to see her again. I wanted things to pick up right were they left off. Have things go back. But, that didn't happen. She became distant with me. I didn't and don't understand why. And with everything now, it just seems..."

"Well, that seems rather heavy."Scarlet said, giving his full attention to Spider-Man."So Kylie's changed. Is that a bad thing? Isn't change good?"

"Yeah, change is good."Spider-Man agrees."But, I mean well...I guess..."

"Seems to me your feelings run a bit deeper."Scarlet was able to see."You want her to be happy, yet you want things to go back to normal. How does that work really?"

Spider-Man thinks about what he said."...Well..."

"Just throwing this out there, how would you feel should she be with someone else?"

"...I...I...guess..."Spider-Man wasn't sure how to answer that. Scratching his head thinking about it. Despite not answering, Scarlet pretty much figured out his answer.

"Don't answer so fast. Look, though this is none of my business, people change and grow. It's a part of life. The sooner you accept it, the better."

Scarlet's words had truth in them, a truth Spider-Man didn't want to give into."Even so...I know there is just...I know I can get Kylie back. If I don't keep trying, then...it's same as me leaving her alone. She's already been alone long enough in her life."

Pretending to keep himself busy, Scarlet paid close attention to the hero, vent out everything. He could how much he cared and loves Kylie. The way he started back up speaking about her, made her sound so fantastic and amazing. Seemingly different from the Kylie he knew. Spider-Man knew her well, he could hear it and see. The two of them had a strong bond back then. A deeper affection for the other, well it seem that way on Spider-Man's side. Now, there was nothing but distance with them. A part Spider-Man just didn't understand, and it was hurting him. Despite his joking facade. Spider-Man clearly was doing everything in his power to reach Kylie. To get Jewel back. To make her happy. The depth of his feelings, Scarlet had admired yet at the same time a tinge of in difference. His mind on what Spider-Man said, he didn't notice Spider-Man had scooted away, using this opportunity, to see what it was Scarlet had been looking at before he came in.

"Since when where you into flower?"Spider-Man gasp shocked.

"Wha-"Scarlet turns around seeing the webhead looking at the screen showing different flower arrangements. Spider-Man looks at him puzzled, before bursting out into laughter. Scarlet frowns at him."It was ad."He goes over deleting the page."You know one of those pop ups. "

"...Sure."Spider-Man holds up quotations."Anyway, I've got to make a call."He leaves his friend to make his private call.

Having this heat was alright, it made it the perfect day for some fresh lemonade and to relax really. Dressed in a simple halter top light blue sun dress with flip-flops , your hair down in a braid. Dressed for the weather, and with a nice pitcher of lemonade in one hand and in the other two glass cups. You make your way outside, to the back finding May by her garden on the phone talking to someone. One look from her, you pretty much could guess who she was talking to.

Peter.

Afraid she might tell him you where here, she puts a finger to lips smiling at you. Going back talking to Peter. Sighing relieved she would not tell him. Since the breakfast break down you had with her, things seem to be a bit better. She didn't at all see you with judgmental eyes as you thought she would. Instead she listen to you. And become your confidante. Through it all, she hadn't brought up much about Peter and his feelings. She though was able to pick up on the fact you where seeing someone. It wasn't hard for her figure it out. She asked on their, which you told her you didn't really know. Though May was supportive and understanding, her personal feelings where indifferent. She could see the pain between you and her nephew. Mirroring the other. She could see it transcended to both of you, but unlike her nephew who chose to feel it. You, preferred not to indulge in it. Cutting your ties to him.

And doing put a toll on you. Even if you chose not to see it. Right now though, your presence around her was a bit merry. And she wanted to keep it that way, make you feel as comfortable as she could. Plus, it was always nice to have you around. She missed your presence. Still on the phone with Peter, she watches you pour her some lemonade. Jewel took after you. Her niece a near splinting image. With her nephew's personality.

Placing the pitcher down, you go over to May just as she finished her talk with Peter. Handing her the glass.

She takes a drink."Mmm..you really know how to make a mean lemonade. Refreshing, though can't say the same for my garden."she stands looking at them a bit disappointed."To bad you don't have the powers of water, that could really come in handy."

She chuckles lightly."Sorry. I wasn't given those powers."you give her a half smile. Taking a sip of your lemonade. It was rather good. Looking at May's garden, you go over and smell the flowers. Then look at the soil, it was rather dry, in drought like this.

It wasn't a surprise. You started to wish for those water powers too. Moving along the flowers, thinking of a faint memory of your mother. Years ago, when she took you to a garden, well actually it was a flower shop. A small one. You recall all the flowers, their bright and vibrant colors bursting everywhere. A warm and fuzzy memory, you remember one flower, had the same color as your mother's eyes. Your eyes began to look for it in May's garden. Instead you found a blue flower. It wasn't any blue colored flower, this flower had significance to it. Reaching out you touch it gently. The color was the same as Jewel's eyes, which belonged to Peter's. But you only thought of Jewel more. You could see her in the flower smiling. No matter what you did, your mind and heart always ached for her. Anything seem to remind you of her. Touching the flower, you pluck it and put it in your hair. Realizing what you had just done. You turn around to May.

"I'm sorry."you apologize to her.

She didn't mind."It's alright. It looks good on you."she adjust the flower."There. Better. Well, it doesn't seem like there is much we can do. Let's go inside, and keep our fingers crossed it might rain."The two of you head inside."Hey, here's an idea why don't we make some cookies? I can't remember the last time you and made a batch."

"Sure. That'll be nice."

Finding an apron and the ingredients, the cookies where started. You couldn't remember the last time you did this with May. Baking. The last time you remember was before everything happened. Back then. It was always refreshing and nice, Ava never baked with you. It was something you did on your own. Which you didn't mind but it left you feeling alone. Though with May, you didn't. Music would be playing in the background, and if it was a song the two of you knew, singing came.

"Could you get the cookie sheets?"May ask, pointing to the cabinet."Thanks."She takes out the parchment paper, while you went to get the cookie sheet."Since it's just us girls, tell me how this mystery man of yours? Not knowing their name, do you know something about him? Is he a hero? From the Academy?"

Taking down the sheet you walk back over, and she lines it with the paper."Yes. He's from the Academy. He's new to the whole Academy. A bit rough and guarded. But, he's fine."

"Fine? He's just fine?"May picks up on what you said."Why is he just fine?"

Taking the bowl with the cookie dough, and begin to add a tablespoon onto the sheet."Yeah. Fine, I mean well. What else is there to say?"

May begins to help you load the dough on."Well for starters, what's his favorite color? Does he make you laugh? Make you feel special? Important? Things like that. Have you two gone out, outside of the Academy?"

"No one at the Academy knows. Only the two of us."you said rather defensive. Which she picked up on."Oh. Sorry. I mean, we thought it would be best to keep it among ourselves. That way we can focus on missions. Well, whenever I go back."

"I see. So what about his favorite color? You hadn't said anything about that yet."

"His color? Well...Honestly I don't know."you think about it."He doesn't know about me either."

"What?"she was shocked."Well, how does it work with you two then?"

"It just works. We keep things at a base."

"At a base? Why though?"

"...It's just easier. Neither of us well...well be attached."

Understanding what you meant, May could hear it in your voice. The way it dropped, heavy with pain and hesitation. While at the same time fiercely guarded. "If you don't mind me speaking, but it sounds like to me. It's unhealthy." She rest a hand on your shoulder."If neither of you are willing to express and be open with the other, then there really isn't any sort of connection. And without a connection, there's nothing. And when there's nothing but emptiness, that's what will remain. No matter how much you try to fill it up with false feelings. It's not there, there is not connection."

Finishing up with the last bit of cookie dough, May had to leave and asked you to put the cookies in the oven. Opening the oven door, the heat upon your face, you put the sheet in. Then start on cleaning up the kitchen, lamenting on what May said. To drown it out, you turn up the radio louder. Even using the facet too. All that you tired, still didn't help. May's words stuck. And kept being played over and over again in your mind. Making you shiver, from the truth. Your eyes drop slightly, as you slowly began to acknowledge it. When you instead noticed the weather outside, it was raining. Well water was coming down on the windows, but there where no clouds in the sky. As you could tell and see. Sensing something wasn't right, turning off the water drying your hands, you turn down the temperature on the oven and radio when you hear a familiar voice. You weren't expecting to hear. Rushing out of the kitchen you find to your surprise standing there with May.

Scarlet.

"Scarlet!?"

He looks up at you surprised to see you too. The two of you just stare at the other, May looks from to the other. It was obvious the two of you knew each other. But it was the way Scarlet looks away that May was able to put two and two together.

"Uh...Hey...Kylie."he greets you. Folding his arms."What are you doing here?"

"Visiting. What are you doing here?"you question him, with a slight suspicious look.

"Peter sent him to get me."May tells you."There's something happening outside."

"Yeah."Scarlet backs up her story. Giving you a quick run down of the fight that was happening two blocks away with a SHIELD criminal , name Hydro Man. Who was tearing up the neighborhood. Scarlet and the rest of the Web Warriors came here. Before he could finish, the window breaks from the sudden gale force. Luckily no one was hurt. Scarlet quickly scoops up May and grabs you. Jumping out the window, where you saw with your own eyes this Hydro Man.

You remembered him, years ago. Your uncle had him locked up, with your mother's help. You came across his files wanting to read about your mother. You were so proud that she had been the one to take down Hydro-Man. Due to his powers and his nature, this criminal was dangerous, not to mention very powerful. Causing a typhoon in the middle of the neighborhood.

"Whoa!"Miles comes crashing over to you, Scarlet and May, who was surprised to find another Spider-Man."We kind of have a club going."He jokes, getting up. You go and help him."Thanks. Whoa? Kylie what are you doing here?"He was surprise to see you, before you could answer, Iron Spider comes over.

"Here are your-Kylie!?"he does a double take. Just like Miles surprised to see you."What are you doing here? Never mind that, here. Switch to these freeze web cartridge."He gives one to Miles and Scarlet.

"I can spin my own."Scarlet tells him. Not wanting to take it, but Iron Spider didn't care and makes him take it. With everyone having their cartridge he goes back off to aid Spider-Man, Miles follows right after. Scarlet turns to you and May."They need my help."He says more so to May."Get to safety. Both of you."He looks directly at you for a sec."I'll be back."With that he leaves.

You watch them leave, grabbing hold of May. You run off with her."Come on. Let's get you somewhere safe."She didn't object. Going back to her place was a choice but then again, not the best one. Still you needed to get her out of harms way.

Looking for a place to hide her, so you could at least in sense aid the others. When May screams along with Spider-Man. Looking over your shoulder, you see Hydro-Man coming right at you two. Thinking on your feet, you put May behind and get ready. Laughing manically, closing in on you and May, Hydro-Man does a double take when he saw you. He saw your mom for second. Remembering what she did and she was the cause for his capture and imprisonment, his charge became violent. You weren't afraid. Baring your teeth, your eyes go black with black veins, your rush him.

"I'm going to kill you! You locked me UP!"Hydro-Man hollers charging at you.

Not sure how you would fight this man, it didn't matter. He was a threat. With no plan but to rush him and hopefully land a punch of some sort. Damage even, you didn't get that chance, Scarlet having taken the high grounds,throws his cartridge right into Hydro-Man's mouth. Freezing wild man. Just an inch before he could do anything, and his hand inch from your throat, stopping him right in his tracks. Defeated. Your eyes go back to normal, the others come over to you and May. Spider-Man was surprised to see you, when Hydro-Man went after you and May. He wasn't expecting this. As far as he knew, you stayed pretty much away from the others. He didn't know you and May had started talking again.

Still, he was glad to see you. It had been some time. You could feel his eyes on you, while you force yourself to keep your eyes on Hydro-Man. Acting like you where studying him. Realizing you would not turn in his direction, Spider-Man turns his attention towards May and Scarlet. Out the corner of your eye, you watch him turn his attention elsewhere. Allowing you to turn around to the others. At this point May had unmasked Scarlet, to thank him. And it was at that moment, you saw the vulnerability in his eyes. His walls down, only allowing May really to see something. Something that made you look at him differently. And make you feel...Looking back him, just as May gave him his name.

Ben. Ben Riley. After Peter's uncle and May's husband. Upon receiving his name, there was something in his eyes. Joy. No, it was something else. Something good. You couldn't put your finger on it. Feeling you looking at him, he looks to you, hoping you approved. The others nearly noticed the way Ben look to you, when suddenly Hydro-Man breaks frees and next thing you knew. Your air supply was cut off and you found your head underwater. Hydro-Man encased your head in his water hand, suffocating you. Lifting you off the ground. You begin to struggle, trying to release yourself from his hold.

"KYLIE!"the others panic and freak out.

"You let her GO!"Spider-Man demands charging with the others to your aid.

Hydro-Man only laughs and knocks them back with a large water punch. Then pushes away from them, giving himself distance, looking to you struggling to get out. Losing oxygen by the second. He found it entertaining.

"Huh...Wait a minute?"he looks closer at you."Your not that...Your not that alien SHIELD woman!" Seeing the resemblance between you and your mother. He managed to put it together."Oh...Oh, this is just rich. The witch had a little witch. Where's mommy dearest?"he taunts. You weren't able to respond, which made him laugh even more."Let me tell you something, brat. Your mother, took me down. She locked me away. To rot in that cell. And every second that went by, my anger for her grew. If I can't get to her, then you'll just have to pay for dear mommy's debt."Watching you struggle helplessly, he became rather disappointed."I expected more, then again that witch wasn't any good either."With his other hand, he forms a morning star and swings it at you.

When suddenly this dark surge of energy surges through him, causing him to scream out in pain and drop you. Luckily you land on your feet, now in your other form. A form leaving looking like a dark humanoid version of yourself. The same form you took back at Harry's when Vulture attacked. Though this seem to look a bit more feral and violent.

"Wh-What did you just do to me?"Hydro-Man demands still trying to rid himself of whatever you just used on him. Leaving himself open, you go in and land solid punch on his cheek, with enough force to send him back a feet.

The fact you managed to land a solid punch on someone was a amazing, but scary. Because after that free shoot you go after him like mad woman. Luckily he managed to see you coming and moves out the way just in time, before you claw could land a blow. That didn't stop you, you counter with a surprise kick, then an upper cut. Your strikes and punches coming rapidly. Each strike was meant to end him, should you get the chance. Your movements fast and agile. Hydro-Man made sure to move, trying to figure out a way to strike you.

"Whoa!"Iron Spider had to lift up his mask to make sure he was seeing this right."Is that Kylie?"He points rather amazed and slightly scared.

"Yeah. That's her."Miles tells him."She umm, she just has a new look."

Putting his mask back on Ben along with Spider-Man hurry to help you."Come on then. Let's not stand around."

"She seems to be doing rather well on her own."Iron Spider comments but goes to assist.

Narrowly you missed him again, he was rather good at evasion. Normally he would be hot tempered right now, but Hydro-Man had to keep his cool, and soon found an opening. One he didn't understand why he didn't see before. Grinning coyly to himself, he forms his morning star again. Taking aim quickly and fires just as you jump up to come down with a blow that was suppose to finish him off. His shot hits you first, with a major force you go crashing back into the street. Leaving a deep skid mark trail behind you. The blunt force was enough to break through, you could feel the internal damage done. But you didn't bother to focus on it, May hurries over to you.

"Kylie! Kylie!? Are you alright?"she said worried, getting down to you. Lifting up your head. She notices the fairly large damage done to your mid section. Luckily you where pretty durable, otherwise that would have killed you.

Heaving heavily, from the injury you push yourself up. Despite May's protest you stay down. You manage to stand just fine, sucking in the pain watching as Spider-Man and the others finish off Hydro-Man.

Later that evening you laid in bed, with an ice pack on your mid section. Dressed in nothing but your pj's shorts and a matching tank top. Something simple really. Your eyes stare up at the ceiling thinking. Just thinking. Your mind off digging deeply. Slowly you move the ice pack just a bit, causing you to flinch. This healing was taking a lot longer, well it could go by faster if you just...no. You didn't want to heal that way. Feeling the ice pack starting to loose its cold. Meaning you had to get up and get another one, all the way in the kitchen. Great. Forcing yourself up, slowly. Only to be beaten by the pain that spike through your whole body, you fall back down.

Guess it wasn't so bad, at least you knew you could still feel pain. But, this pain was nothing compared to the absence you felt with everything else. Just thinking about it, seeing Jewel and Fury fading. Seeing your mother smiling at you, as she faded away. It was just too much, you started to curl up slowly. To be stopped by something cold pressed upon your mid section. Another ice pack? How was this possible? Hadn't gotten out of bed, that meant someone was here. But who could be here? Ready to attack, forgetting all about your pain for those seconds, you shoot up ready to strike. To be blocked by Scarlet. Ben. Without his mask.

You weren't expecting him here. He wasn't suppose to be over today. Puzzled by his presence, wanting to know. When the cold brought your attention down to the ice pack, he was holding in place for you on your mid section. He kept his focus on just that area. Never had you seen him look so concern and focus. You where about to move, when he spoke.

"Don't."he tells you. Not even looking up."Just lay back down. You're in condition to move."

"...Why?"you demand with a slight attitude."I'm perfectly fine. Plus you're not suppose to be here."You tell him rather rude."I'm perfectly fine. This is just a minor wound. No-Aahhh-tch!"

He had press the ice pack a bit more onto you, getting you be quiet and a bit to get you back for the way you spoke."Like I said. Lay. Down." This time he looks straight at you, with a powering gaze.

This was something new. Opening you mouth, you close it and lay back down slowly. He helps you, on your back, you noticed something out the corner of your eye. On the stand close to your bed. A rather bouquet of flowers. That weren't there before. From where you laid, they smelled lovely.

"Thought you might like them."Ben said, hopefully.

"..."you look at him puzzled. This wasn't to happen. Not this. Looking back to the flowers then to Ben and back to the flowers again. Okay, not this was not setting up right. Sitting up slowly, you really needed to set things straight. Telling Ben to stop with the first aid."Look w-"you sit up finding yourself face to face with Ben. Who was just an inch from you.

Looking straight into your eyes. Normally neither of you made eye contact like this. This time though, he decided to. And for some reason you couldn't break away from his gaze. No words where spoken from either of you, he didn't need them. His eyes told it all, and the way your eyes look back to his. Told him. Despite you trying to prevent him from coming in. So focus on his eyes, you didn't notice he had move closer and tilted his head slowly to the side. His slowly began to close, you could feel his soft breath just a few centimeters away from your lips. The heat of it trickled down to your neck just a bit, sending a pleasurable sensation through your body. Knowing his lips where just two centimeters away, stopping. As if hesitant. Or he could be teasing, you weren't sure. All you knew was suddenly your body begin to tense and tremble with excitement. Before he pushed forward. Only your noses touching.

"What's your favorite color?"you ask breathing heavily. He didn't answer, instead pushed closing the space between you both.