"Ben, what are you doing," you calmly ask dropping your guard a little despite the unnerving feeling tingling on your finger tips.

This was the smartest tactic you knew and where taught, remaining control of the situation. And right it was needed, especially with tensions rising high with Flash who entered the mix with his chair's weapons pointed and locked onto Scarlet, with his trigger finger ready.

May remained closely behind you as you kept her there. She was starting to become perplexed at the situation.

Ben remained quiet and his eyes to the floor refusing both look at you and answer your question.

So you asked a different one still lined up loosely to the first.

"Why do have that?"

He flinched a little from the question his shoulders shrunk in a little.

"I uhhh.." he stammered. Tightening his hold on the small device in his hand. Still avoiding eye contact with you.

You took a small step forward, he moved back a little. You understood and stopped. Held out a hand of good faith and comfort to him. Your eyes pleading him to at least look at you even for a moment with your tone matching it.

"Ben, please...tell me what's going on."

He heard quiet breaking your voice and will to hold the tears back. It was the same with him, behind the mask his eyes cringed and swelled with prickled of tears in the corner. All he had to do was just lift his eyes and meet yours...but if he did then...he wouldn't be...and then with you...if you knew and if Peter knew about...

Flash still kept his hand on the trigger ready to fire but held off...noticed clear as day looking from you to Scarlet felt what played out before him. His eyes widen for a moment, this was...again he looked from Scarlet back to you.

Seeing Scarlet's refusals even with you Flash reached his patience.

"Enough! Peter said if anyone came for that key then I had to stop them! So consider yourself stopped!"

Scarlet stood there facing him, he said nothing but thoughts again raced through his mind on what to say keeping track of the this prolonged delay. All he wanted was to get in and out without any sort of complication. But now he had it.

"Look Flash, I'm not going to lose a battle against Oct because you want to play sheriff," Scarlet said slowly setting the device down on the coffee table, "trust me Peter sent me for the key."

For some reason your brow arched at what he said.

"What?"

Again Scarlet's shoulders tensed up for a moment at your voice. He still kept his back to you. And only conversed with Flash.

"If that's true," Flash growled," why didn't he tell me? Huh?"

Scarlet answered quicker than his last answer. "He's a little bit busy with saving the world at the moment."

His answer didn't sit with Flash, "Well," he held up his wrist communicator, "you don't mind if I call him."

"No!"

Scarlet webbed him, tying and restraining him. Shocking you and May, who moved from behind you and snatched the key away holding it close. Moved back.

"Ben! What's wrong with you?" She exclaimed stepping back further.

You wondered that too, a part of you wanted to go to help Flash but instinctively you put yourself back between May and Scarlet quickly. Refusing him passage staring hard at him. He stopped and met your eyes for a moment turning around trying to call out to May. He reached for her but you smacked his hand away.

A surprise to him and yourself, the defense look you had up dropped for a moment. The tender hurt and confusion surfaced, seeking and demanding an answer from him.

"Kylie...I-" he tried to say to no avail.

Flash opened fire. You push May back into the kitchen, shielding her, end up getting grazed in the shoulder.

"Kylie!"

"I'm fine! Stay here!"

You rushed back to the living room, narrowly dodge the continued fire shots. Noticing your presence Flash haunts for a moment, Scarlet used this to shot and clog up one side of guns on Flash's wheelchair with his webs. Still with one working Flash took aim and fired. The two where tearing up the living room, Scarlet dodged each shot jumping from the wall to the ceiling then back. Unsheathed his stinger, your heart nearly froze pushed off the same time he did at Flash. Only seconds behind him, he slashed the other side of the wheelchair taking away all of Flash's defense.

"There," Scarlet stood up next to Flash making sure he couldn't do anything, felt a tingling sensation looked forward, quickly jumped back avoiding your thrown punch. "Hey!" He exclaimed.

You set yourself between him and Flash arms up like Black Widow taught you, plant yourself firmly. Lock eyes with him, remain fiercely calm as you could despite the rising twisted pressure inside. Just what was going on with him?

Why...why would he do this? What for? After everything...for a moment the memories peppered in your thoughts...each one that came squeezed your heart more. You had to swallow back the tears forming in your eyes. He noticed despite your attempt cursed under his breath, clenched his hands, retracted his stinger. Lowered his eyes to floor, turned away from you again.

"I-I won't fight you," he muttered softly. "Kylie."

Against Flash's wishes you lower and drop your guard.

"I know. Ben," you try again with him, he inched back, you didn't even move, "what's going on? Tell me! Please..." you whisper softly.

Tears in the corner of your eyes, it was a nearly a strain holding them back. The same when you...accepted such terms in coming back.

He wanted to tell you, Scarlet felt the words on his lips ready to, but he held them back. If he did...he just couldn't. This whole time..with you he couldn't tell you and he had so many chances...laying awake on some nights with you sleeping to him. So close he used those moments to draw out your features, often reached over and gently stroked your cheek. Or when you'd find him awake sitting alone or staring out the window of your place, go over and join him asking if he was alright.

Each time...just like now he'd refuse to tell you and say as he was told...it was just a nightmare.

A nightmare indeed, right now facing you. Eventually he would have too, he just hope he wouldn't have too. This nightmare needed to end, it usually did from a kiss you'd give him either on the blade of shoulder from the back or the corner of his mouth. It was always so...warm and comforting. His heart always curled up smiling. There was a wave of calm that followed and everything wrong done was washed away...it was...

Slowly he lifted his eyes, wanting to meet yours like many times before and those...sharp alluring golden orbs like warm amber would meet his. They where often sad, he saw it...he saw the tormenting sadness that resided even with the small smiles you gave. Or jokes you jabbed, even laughter.

It matched his own. Maybe that was what pulled the two of you together, he knew your reason for such suffering pain. And he every chance to...make it right.

He did.

Lifting his eyes completely tore them away from you to May. Standing behind him, she came back holding the key. Pleading with him that he was better than this she knew and what she said next hit Scarlet hard.

"I know you love, Kylie and wouldn't want to hurt her in anyway."

She said it.

The word.

"You don't understand," he growled fearfully.

He was scared about something you realized, no...your hairs stood on end...he was afraid of someone. A hot chill ran down your spine, your head snapped to the door something long, metal, and solid shot through like lighting, struck you like a car in the abdomen knocked you back with such force you crashed through some of the walls.

"Kylie!" The others scream.

May gasped at the horrid sight, you didn't respond, her screams rose in her heart. A dark chuckle turned her attention back around to the front door, another long metal tentacle crashed through tearing a hole through, ripped out the door and the side of the house throwing chunks knocking Flash out, relieving Doc Oct.

"Knock, knock the Doctor is in," he snide smirking.

Frighten May gripped the key closer, moved back.

Doc oct noticed her quickly, "Aunt May I presume?"

Not even thinking twice May backed up and ran, he gave chase. She managed to reach outside to back. Looking for a place to go stopped suddenly saw you nearly buried from broken pieces of debris.

"Kylie!" She hurried over to you, started moving the stuff she could off. Pleading for you to wake up.

It took a moment but you responded to her plead. She smiled relieved the second your eyes opened. Pain erupted from your abdomen like fire, you hunched over from such pain.

"Come on," May grabbed your arm helped you up, "we have to get out of here." She began running again.

You do your best to keep her pace, you just needed a minute with this pain and you'd be fine. But you didn't get that chance, Oct burst out from the house. Spotted you, smacked you away with a tentacle like a fly. May screamed for you, your body hit the ground hard you sending a rush of pain through you.

Everything was spinning you felt it spinning...you needed to get up...so much destruction around you...so many people gone...everyone...slipping away...everyone. You heard it! Saw it! The pain was unbearable...watching it just ripped from you...she was ripped from you...snatched away...you...you...

May's alarmed screams and violet tremors snapped you back, but it was this certain consoling touch and voice filled with tears that focused your vision and attention.

From it you pushed yourself and awake, the cries of the citizens all around pierced the night. Though a struggle you stand, use whatever solid wall or something by you for support weakly walk forward, nearly fall from the violet ground shaking. Hold yourself, hear a familiar voice and laugh that ran your blood seething hot.

Doc Oct!

That monster!

He was here!

No matter the pain you felt, throw it out, push off whatever support, rush out. Fangs bared and nails out, with prejudice swing and slash your hand at the mad man the second you get close. Noticing you out the corner of his Oct moves out the way still keeping focus on task at hand with Dr. Conner's gun shooting to the clouds.

He was quick but you where quicker, twisting around the moment your foot touched the ground you rush him again, this more feral than before. Dark marking engraving your body, you looked more vampiric than human.

A tentacle swung at you, you step to the side and grab it. Yank it back like a wishbone, intending to rope it off. Struggling to keep his focus and done with this annoyance Doc Oct, sent another tentacle swiftly at you. Entangled and snatched you up.

You couldn't move or breath. The more you tried the tighter it became.

"You are becoming an annoyance," he sneered squeezing harder, your bones cracked.

"Kylie!" May yelled, turning Spider-Man and Scarlet's head.

The hero left the fight and hurried to you. Leaving himself open, Scarlet locked him from behind.

"We're not done, punk," he stood over the hero.

Spider-man rose dodging another kick from Scarlet. "Cut it out! I need to get to Kylie!"

"Oh well!" Scarlet throws a punch stepping to the side from Spider-man's frontal attack.

The hero blocked the punch, your screams increased, his heart dropped to his stomach. Fear filled his eyes at the sight of you being crushed. And blood with rage at the enjoyable sardonic smile on Doc Oct. his tentacles coiled around you everything went limp. Your lungs had every bit of air pushed out. You could barely stay conscious, the world faded in and out...for a moment you saw a white and...your mother with a hand out.

Was this it?

Your thoughts spun...no more pain...no...nothing...no...Jewel...you saw her standing there calling out to you. You wanted to reach back, but something pinned you down. She called for you over and over, for her mom...you call for her too.

It was weak but enough for Doc Oct to hear.

"How rich, it's a shame this while she was right under your nose. Mommy dearest you won't be see your darling daughter. I'll be sure to give her your regards."

What did he say?

You hadn't even a second to process his words before everything went black.

"How is she?"

You heard voices of others faintly.

"Critical, but she'll pull through."

A sigh of relief.

"She's suffer major fractures in her ribs, broken scapula. Bruised sternum, her abdomen took the heaviest damage, she lost mostly there. Torn tissue and her femur is broke in three places. Swelling and fluid in the skull. But it should drain in time. Her physical injuries will heal, the concern I have is her...mental aspect."

"Well...she was hurt pretty bad."

"That's not what I mean, I'm concern about her recent transformation and the effect it's having on her mentally. It's not good. The more she uses the more she losses parts of herself. And the more strain it puts on her mind. Which isn't good, that toppled with emotional damage from everything that's happened..."

There came silence. "I see. What do you suggest?"

"Well you're acting director, it's your call Spider-Man."

Carefully as she could May lightly walks from the kitchen, down the hall, carrying a tray and bowl soup. To the far room, stopped in front of the door, took a moment and inhaled the fresh ocean air. It was a nice warm afternoon, maybe later they'd be up to going outside.

Balancing the tray with one hand used the other and opened the door. A warm smile on her face she entered.

You turn slowly to her sitting up in bed. Wrapped in bandages from your arms to legs, abdomen, head to your neck. The sight of you was...sad. You knew curling your fingers to you, May went by your side. Setting the tray down, gently rested her hands on top of yours, her eyes do their best to smile into yours that had no luster. Only...pain.

May stood and brought you into a feathered and comforting embrace. Humming soothing to you. Held you for a few more seconds, let you go and say back down. Took the. Bowl of soup.

"It's not calm chowder," she chuckled a little holding up a spoonful, "just a little love to help."

Opening your mouth she helps you eat. Each swallow was bitter but went down smoother than before.