Tick.

Tock.

Tick.

Tock.

Tick…

Tock…

Liv stared at the clock on top of the egg shell white walls of the hallway outside her office.

Tick tocking away…

Her chance slipping by her fingers…

She internally cussed, a finger to her temple.

This was supposed to be easy.

Or well…

She was supposed to be doing better.

But she wasn't… Was she?

Not helping was the major pain in her ass sitting currently in her office killing time so effectively he should be arrested for it.

It was the third day of her mentorship of Miles Morales, a student she was finding most difficult.

His insistence on taking eternal precautions instead of heading on was the equivalent of her running into a brick wall: It was impeding progress!

Liv began to pace up and down, her brain racing a mile a second as two of her fingers operated almost as conductor batons.

True, he had a point (sort of) about the safety of the collider: She saw what happened when Fisk barged in with his plan.

But she was better than that! She would have made a perfectly functional one by doing what no one else would, and making the damn thing!

If her pupil didn't take the bold risk of making a working collider, it would have never worked! Making a safe one would take months! Years!

And Liv only had a month (now rapidly turning into less) with some cowardly oaf of a child, who had knowledge he refused to share!

"It's… It's maddening!", she growled, and she pounded a wall, her glasses slipping off for a moment, her rage breaking through her mask.

Bits of dust fell off the wall and Liv kept panting angrily, thinking of the insolent teen. "He's ruining everything I've worked for! Everything WE'VE worked for!"

She looked up at the portrait again.

The picture that sent her reeling internally every time she even glanced at it.

He was her everything…

He… He WAS her everything…

Her rock… Her island… Her inspiration… The stars in her skies, the color in her rainbows, the poetry in her songs…

And now… He was gone.

"And it's all because of him…", she whispered, tears running down, tears she quickly wiped.

All the things he wanted to do… All the things he could have done…

Vanished… Like the rays of the sun when it sets.

She clenched her fist, feeling pain… Feeling lost.

"If you were here… You would have known what to do. I'm just…"

She choked, sobbing almost. "I'm just not as good as you."

"Now…"

She lifted her head at the sound of the voice, and suddenly she was 13 years old again…

Standing in his lab, as ever, when something went wrong…

"Now… If my hypothetis is correct…"

His hand caressed her cheek, which was damp from the tears she had cried.

"You've had a bad day, haven't you, sunshine?"

Liv nodded, without saying anything, pouting despite her age.

"Come. Tell this fossil what's bothering you."

That made her laugh. He wasn't THAT old. "You're in your 20's. Don't exaggerate the facts to support your statement."

That made HIM laugh. "I see I've taught you well."

"Not well enough."

Sighing, she sat down next to him, watching as he fine tuned another energy amplifier.

The walls of the office were inviting, always so warm and cozy, just the way he liked it.

The smell of brewing coffee could be scented from the other room, and Liv took the opportunity to look around at all the amazing doohickeys he had in his lab.

There were A.I projects and Pollution removers and solar energy devices and even a jetpack!

"It never ceases to amaze me that you made all this! If only I could do that…", she trailed off, as blue as the sky he so often looked up to.

Nodding slowly, he turned his chair and looked her in the eye. "Now… I'm not going to lie to you. I'm gonna say it straight, because you deserve it."

He smiled, trying to cheer her up and prove his genuine feelings. "You… Are the most gifted mind I've ever known. And that includes me."

She smiled softly.

"I mean that. You are. And in time… With patience… You will do great things."

"How are you so sure?"

He fixed a strand of her hair. "You are destined for greatness. You are driven, and passionate, and if you can steer those into the right areas, you'll be the greatest mind ever known."

He then repeated an oft said phrase. "Liv… Never forget your duty as a genius: You have great power… And with great power…"

"…Comes great responsibility.", she finished.

The responsible thing to do… Would be to relent to Miles' demands (for now), and get it done.

She sighed. She'd much rather be over and one with it. She'd much rather do what she had been fighting for for so long.

His legacy HAD to be completed.

…And so, she had to make sacrifices.

Looking up at the picture, she nodded firmly, composing herself and entering business mode. "I will make up for my mistakes. I will make sure your death wasn't for naught. I will wait for my redemption… No matter how hard that is."

And with that, she stepped down the hall and swung the doors wide open, making Miles jump in fright and crush the juice box he had been fiddling with for 15 minutes.

Liv observed this with an almost amused grin (yet, weirdly, not that condescending).

"Already finding solace in the drink, Mr. Morales?"

Miles smiled sheepishly. "I can quit any time?"

Considering the litter of crushed juice boxes spread across the desk, Miles was very much lying.

He wasn't, however, lying to himself.

Miles had spent the time he had waiting for Liv properly: His nightmare had effected him greatly, and he had been dissecting it over and over again in his head, like a sports replay going through a booth review.

Sadly, no commercial breaks were there to alleviate his pain.

But all that analysis allowed Miles to come to one important conclusion: He wasn't doing enough.

At least, he wasn't doing enough RIGHT.

He had already allowed Doctor Octopus to get away with so much.

She surely had a super collider in her grasp, waiting to use it at any moment!

It was a stroke of luck that she hadn't yet!

In other words, there was no other choice: Miles would have to risk it all.

He would follow Liv into her labs, allow her to be distracted by the unlimited power in her grasp, and when the chance was right, he would finally take her down and truly become Spider-Man again.

Only this time, he wouldn't revert. He wouldn't fuck up.

He would be the perfect Spider-Man, as he should have been all this time.

A lot was at risk here, yes: Doc Ock would know who he is for sure, his grade would tank which would arouse suspicion from his parents and teachers, he would let them all down, AND there was a pretty good chance he would die.

But if there was one thing, ONE THING Miles knew he knew, one THING he was sure he could finally get right, it was:

"That with great power, comes great responsibility…", he thought to himself, slowly standing up and staring Doc Ock down.

The scientist reflected the move, and the two stepped closer and closer to each other, the tension thick, the air at a suspenseful hold, their footsteps echoing across the room with meaning, with destiny.

Miles, his hand already reaching towards his webshooter, just in case, stated an already known fact. "Doctor Octavius, if you haven't changed your mind, you know where I stand."

"Oh…", Liv started, observing her student with withdrawn interest. She hadn't expected anything like this, and his sudden confidence was something she hoped he would keep for the project. "I do know where you stand, Mr. Morales. And I think you'll be interested in what I have to say…"

Miles gulped, a sweat bead running down his neck, as he braced himself for anything…

Of course, a handshake was the last thing he saw coming.

"We shall build the collider the right way: Properly, with no speed and no bold leaps!"

Miles stared down at the hand with wide eyes, shocked and startled, almost gaping.

A hand reached out to close his mouth.

Scratch that, he was gaping.

He continued staring at her hand, though, almost like it had turned into a dancing elephant with Yoda's face.

"Focus, you must! Important information, she dispels! MHMHMHMHMHMHMHMHMHM!", Yoda-Phant interjected, and Miles shook his head to wake up as Doctor Octavius continued to shake his hand, albeit less enthusiastically.

"No offense, Mr. Morales, but I need this hand for insignificant things, such as building your project, saving your grade and ass, and basic functions."

Miles removed his hand and continued to stare wide eyed as Doctor Octavius walked outside her office and motioned for him to come without even looking.

"Come now, Mr. Morales!", she called, whistling, almost like to a dog. "We haven't all day now, only less than a month because of your incessant demands!"

Miles, who had just been informed he was right, was now thoroughly confused. Did Doctor Octavius mean any of this?

Walking up to her, he immediately regretted it, as she elbowed him in the side. "Ha! I'm just joking with you, it's my fault just as much."

She then had to add "Well, you more, but who's calculating?"

A calculator that was suddenly whipped out exposed the lie.

"I thought it didn't matter.", Miles said, eyebrow raised, as they began to walk down the busy hall, inventors and scientists of all kinds moving massive parts of different inventions and gadgets.

"I kid, it really doesn't.", Liv said, and she seemed to mean it.

"Look…", she began, turning oddly quiet, Miles again noticing this happened next to the infamous picture.

Liv took a deep breath through her nose and continued. "I still think that you must learn to leap with faith at every turn…"

"I was sure I'd learnt that.", Miles thought, depressed.

"But you raised a good point. And Believe it or not, my aim with the collider is the same as yours: I want to use it to better the world… HEAD DOWN!"

Miles, whose spider-sense was functioning for once, ducked before she could help, and Liv looked surprised at this.

"I'm smarter than you think.", he said, cockily, before suddenly having his head pushed down.

Looking up, rubbing his scalp, Miles saw that a scorpion esko-skeleton tail had nearly pierced right through him.

Looking at Doctor Octavius, Miles saw her small, almost educating smile.

"Mistakes will happen. It takes time to learn things."

She then took off, speed walking impressively down the hall, Miles barely keeping up.

"But enough chit chat! We have work to do!"

The doors swung open, and Miles tentatively peered in, standing by the side of the door.

Suddenly, he gasped, but, out of all emotions, in amazement.

Liv pulled him in, and said with a proud voice "Welcome… To my lab!"

While the floors were still grey and the walls were still white, the lab was anything but like the halls outside. Miles turned around and around in awe as dozens of incredible sights popped up from all around him: Robotic arms constructed millions of micro and nano-bots in a minute, actual androids walked around, using a 3D-Printer ray gun to make actual fully formed food, and in tiny cubicles functional body parts were being assembled from scratch, paving the way to cures for all ailments.

And that was without mentioning all the other things, like big laser guns, a ceiling that projected every single star sytem in the universe, and mini droids with octopus arms cleaning the floors in lightning speed.

"Careful not to trip on those. It… Happens more than you'd think.", Doctor Octavius warned, rubbing her shin suddenly with a pained expression.

Miles couldn't even begin to describe what he was seeing, and he continued gaping excitedly, eyes burning with wonder.

Liv, hungry for praise, stepped next to him and nudged him. "Go ahead, tell me your favorite."

At first, Miles didn't know what to say, they all looked amazing: Could you really choose one?

"Doctor Octavius, that's gotta be scientifically impossible!"

But as he neared the somehow so far away midpoint of the lab, he noticed the invention that stood there proudly, somehow operating the entire room, burning brightly.

It was a blinding, in more ways than one, ball of fire continuously turning in circular motions in a metal container.

It reflected in Miles' eyes, and he was almost glued to it like a moth to a bug zapper. "Was this really running the whole lab?", Miles thought, awestruck.

Doctor Octavius, noticing the invention, fixed her eyes on it sadly, caressing it almost like an old pet that had served faithfully for years. "I see you have excellent taste.", she said, but not a hint of ownership or boastfulness exhuded the sentence. Instead, a melancholic and nostalgic air took over the scene, and Miles looked at Doctor Octavius, a little concerned.

Doctor Octavius' eyes wouldn't show it, but tears were almost beginning to form as she choked out "…Imagine. Making so many amazing things… And my two best inventions are not even my own. I WISH I could make anything as good as this. But that would be a disservice to him."

Miles connected the dots, and a part of him wanted to ask, but he decided not to. "…I'm sorry."

Doctor Octavius suddenly adopted a small smile and she gazed at Miles, for the first time, in a truly good light. "…Thank you."

She then took a deep breath and stated "Well, he wouldn't want me to just stand around. Your grade is in dire trouble if we lose today as well, and I will not have that on my list of achievements."

Turning away from the energy source, she offered her palm to Miles, who looked down at it, confused. "Well, hand it over."

"…Hand over what?", Miles asked, confused.

Doctor Octavius gave him an even more confused look. "Um, the super collider? You know, the project we're supposed to be working on?"

Miles was still lost, and he tried to look around the lab, desperately searching for what was supposed to be there. Where was the super collider she stole? She didn't need him to make one, she nabbed the one from Hardy Foundation! As a matter of fact, why the hell had she asked him here in the first place if she already had…

And then, it hit Miles like a pile of bricks.

Doctor Octavius also realized something (albeit a different something) and she face palmed hard, so hard you could hear it at the end of the lab. "Are you telling me that you FORGOT your super collider? What did you think, that I had one just LYING around? Why the hell would I make you build another one?"

"HOW THE FUCK DID I MAKE THAT MISTAKE?", Miles thought, cursing his distracted and faulty mind. Once again, he had fucked up massively.

Doctor Octavius continued to shake her head with her hand on her face, trying to calm down from the utter stupidity of her student. "Ok, ok, so mistakes happened. It's ok. We'll find it, we'll build it, there's time."

She then looked at Miles and scoffed. "Mr. Morales, how do you manage to impress me AND disappoint me in the matter of a single minute?"

Miles shrugged. "It's a gift?"

Deep down, he wanted to kick himself hard, but he was just so used to this by now he figured it might as well happen. At the very least, if he could stall a bit, it would mean less time to build the collider, and more time to figure out how to stop her before it was too late.

In a weird way, this was a blessing in disguise!

Miles began grinning, realizing how lucky he actually was!

"I guess being a failure has its advantages!", he observed happily, and he sighed contently.

"Mr. Morales, we don't have all day, so stop grinning like an idiot. Where's the collider now?"

Crap, right, he had to do that too.

Knowing he couldn't lie, and that it was possible to use his parents affinity to blabber for his advantage, Miles replied "I… Left it in my house."

"Fine. I guess a trip to there shouldn't take too long. If we hurry up, we'll get some work done after lunch!"

She then nudged him in the side, smirking. "Guess it's time for a house visit! Get it?"

Miles stared blankly (getting it, but not finding it funny), and Doctor Octavius sighed. "Come on, this is gold! Eh, I'm wasting good material on you."

Miles suddenly side smirked and ribbed "THAT'S your good material?"

Usually, Doctor Octavius would have hated such a remark. But sometimes, even a little shit remark like that made you smirk in return. "I can't make heads or tails of you. I kind of… Admire that."

Suddenly, as she turned her head up for a moment, she saw it.

A small but very identifiable explosive was hurtling its way towards the window, the beep now noticed by the two of them, as they slowly realized that…

"GET DOWN!", they both cried in a panic, and they narrowly ducked as…

CRASH!

Thousands of glass pieces littered and rained on the floor like a hailstorm, the other scientists ducking in fright too, a gaping hole now where the glass once was.

The sound was deafening, and Miles and Liv barely managed to evade injury. The two were still on the ground as they opened their eyes and noticed the device, still beeping ominously, a countdown flashing large red numbers.

"OH MY GOD A BOMB!", Miles shouted in terror and he made a move to remove it, but Liv, who had recognized its origin, sighed and stopped him, lifting him from his hoodie.

Miles, who was dangling like a cat, tried to wrestle out of her control, Liv too phased too care. "Doctor Octavius, I know you're annoyed with me, but surely you want to live!"

"Mr. Morales, calm down, PLEASE. This, unfortunately, is not a real bomb."

"In what UNIVERSE is a bomb not being a bomb bad news?", Miles asked incredulously, frustrated with the infinite contradiction that was Doctor Octopus.

Silently, Doctor Octavius picked up the bomb (still holding Miles by the hood) and with quick precision, she removed the "lid" and punched in a code known only to her and the deliverer of the "bomb".

Miles stared wide eyed as the "bomb" suddenly began to flush out smoke and transmit an audio recording.

"Liv, my firecracker! If you've solved this, it means that you DO care about me!"

"Hardly.", Liv commented, and Miles continued to be puzzled by all this.

"What's going on?", Miles asked, but Liv shushed him.

"Questions later, it's not done.", she silenced, and Miles decided to shut up and listen.

The bomb continued to speak, Liv looking more and more pained, Miles looking more and more confused. "And it also means that you will now know that I took your students collider!"

"SHE WHAT?!", Miles shouted out in disbelief, and Liv covered his mouth, making him squirm.

"If you don't listen, you don't learn. I would expect you to know at LEAST that.", she disciplined, and Miles sighed, failing to believe how things had gotten even worse. Could one day, ONE DAY be slightly easier on him?

"And of course, you will want to get it back. I expect no less! I've been sooo lonely since our last encounter, and I think this is a pretty good win-win for me! Either I sell this for a shit ton of money, or I get to fight you again and see that CUTE face of yours when you get fussy!"

Liv was getting fussy (read: mad), all right, and she was wondering how things could get worse. She clenched her fist, and Miles, still hanging off her other hand, wondered if perhaps he had done something to anger god or whatever, because this was getting ridiculous.

"So, you know where to find me! The question is when you'll finally arrive so you can have some fun! See ya in a bit! Toodles! Love, Janice!"

A big MWAH sound could be heard, before the recording silenced, the bomb now laying dormant on the floor with not even a single light blaring.

Miles was finally dropped onto the floor ("ouch!") and Liv quickly returned…

…And she smashed the bomb with Harry.

Miles looked up, anxious and worried, as a literally armed Doctor Octopus offered her hand with a no nonsense face and a growl to boot.

"Come on, Mr. Morales. We have a beetle to catch…"


10 minutes later, and Miles found himself sitting opposite to a literally armed Doctor Octavius, busy assembling some kind of gadget (it looked like a blaster of sorts, but Miles wasn't interested in guessing incorrectly and getting eye rolled to death). The subway car moved smoothly down the tracks, Miles still trying to get used to the fact he was even IN the car. They had moved as fast as lightning to get there, and throughout the entire time, Doctor Octavius had done nothing but pester him to move faster, carry this faster, read the new york subway map faster.

"I guess I was supposed to know where Beetle's hideout is…", Miles thought sarcastically, rolling his eyes himself as Doctor Octavius continued to fidget with her device, a screwdriver the object of her utmost attention.

No words were spoken now, not even statements designed to make Miles move faster, so the boy took the chance to rest for just a moment. After all, he was about to face down a supervillain without his costume or powers, and on top of that she had his collider.

How the hell she had it, what did she do to take it, well, that was anyone's guess. Miles couldn't risk it since it would for sure lead to him having to bullshit his way out of revealing the not so small secret that he was Spider-Man, and then an insect themed criminal with the most dangerous thing on earth would be the least of his concerns.

"My world just keeps getting weirder and weirder…", he thought, wiping some sweat off his forehead and leaning on the window ledge, his eyes trained on the silver grey walls that separated him from the smelly and damp tunnels. Somehow, those seemed more inviting.

Sure, Doctor Octavius was not planning to kill him right now, but she was a super villain! And he was in her grasp, which was becoming a regular occurrence. She was always one step ahead, that Doc Ock, always planning perfectly, always stronger, always smarter, always faster. It was ridiculous!

Well, maybe not so ridiculous, considering his recent screw ups, but facts didn't make his predicament less annoying.

…How did he let this happen? The super collider in a villain's hands, the fate of said object in the worst person possible's hands, and the fate of the multiverse in his ineffectual hands.

Why couldn't a pair of functional hands replace his?

His fault. Always his fault.

"Just not good enough.", he thought for what must have been the thousandth time.

A few more minutes of silence passed, and Miles noticed that Doctor Octavius was struggling with the gadget, seemingly trying to figure out a technical problem.

"Wouldn't hurt to sneak a peek…", Miles thought, and he leaned over the barrier between them to stare down at the device. The gun shaped invention was intact, all right, but the switch didn't seem to be doing anything, a puff of smoke definitely NOT the intended result of Doctor Octavius' tinkering.

The power core was glowing from the open battery cover, and Miles noted its similarity to the energy amplifier from the lab. Calculating quickly, he pointed at the power core and said "Maybe you should…"

Without even looking, Doctor Octavius slapped his hand away, making him yelp in pain. "Ow! That hurt!"

"It was supposed to. What an unnecessary statement.", Doc Ock commented dryly, and Miles scowled, rubbing his now stinging hand.

"Gee, sorry.", Miles sarcastically apologized, and he returned to slumping in the corner.

Doctor Octavius, meanwhile, grumbled angrily at her invention. Why wasn't it working? The designs were perfect, the energy core was beyond perfect, it couldn't possibly fail!

Scowling as well, she sighed and sat back, closing her eyes and massaging her temples, trying to get her brain flowing.

And for a few more minutes, silence reigned between the two arch enemies. Nothing could be heard but the light shaking of the car on the tracks, the flickering of the lights, and the AC blowing overtime.

Miles shivered a little bit, wondering why would they still ventilate the subway this late in September.

And that's when Miles got perhaps the biggest surprise in his life as a white lab coat suddenly covered his face and temporarily blinded him.

"What the?!", he shouted out, wrestling out of its cover and looking directly at the person responsible for this odd act.

She merely observed him with what looked like zero interest, before blurting out in a seemingly bored tone "You're of no use to me if you're cold."

But Miles could tell that this was no random act, and to get one on her, smirked and said in his most grateful voice, "Thank you, Doctor Octavius!"

"Oh, shut it!", she admonished, but for just a moment she smirked at him, before resuming her tinkering.

Miles let the lab coat envelope him, only his head popping out, and after considering it, he had to admit: It WAS super comfy.

Snuggling into it like it was a poncho, he sat there for a while toasting like a marshmallow on a fluffy cloud made of stuffed animals before asking "So, who IS this Beetle person? Why does she want the collider?"

Doctor Octavius looked up with disinterest from her work and absent mindedly informed him that "Oh, she's an expert thief in it for the thrill."

And then she added, as if it was some sort of afterthought, "Oh, and she's my ex."

Miles nearly spat out the drink he didn't have in his mouth. "What? Your ex?", he exclaimed, buggy eyed and shocked at this reveal.

Doctor Octavius was not impressed. "…Mr. Morales, you do realize that being disappointed in your wasted potential is only one item on my to do list, right?"

"Uh, of course I know that! But you dated this master thief?", Miles was still surprised at this turn of events.

"In my defense, she was a bartender when I hooked up with her.", Doctor Octavius explained.

Miles wasn't sure if he should or if he could dig deeper, but curiosity got the better of him. "So… What's the story?"

"There's no story.", she waved him off, seemingly not caring.

"I highly doubt that. If there wasn't, she wouldn't go to such lengths to get you to come to her.", Miles pointed out truthfully.

"Ah, so you only show sound logic and reasoning when it comes to my private affairs, but not to your assigned school work that's due in less than a month and also is in mortal danger?", Doctor Octavius criticized, raising an eyebrow.

"Pretty much, yes.", Miles joked, but he was also sort of criticizing himself as well, since he DID feel responsible for his failing grade as well.

Scoffing, Doctor Octavius pointed her screwdriver at Miles, dangerously close to his chest. "She was nothing more than a distraction. A reprieve, if you will. She was a tool back then, and she's an obstacle now. Good enough for you?", she shut him down, and Miles quieted down, before realizing something odd in her words.

"…Reprieve from what?"

Doctor Octavius responded to that by turning her back on the boy, and Miles, frustrated, went back to doing nothing in his new blanket.

At first, Doctor Octavius tried to bottle the growing feeling of grief in her body. Janice reminded her of things she'd rather not remember, and considering all the mourning she had had to do recently, she would have liked a reprieve from her pain that didn't come in the shape of a former reprieve that betrayed her.

She just wanted to pass a day without thinking about him: Was that so hard?

Alas. It was.

Doctor Octavius shook her head and almost laughed at herself. "All the brains in the world. You'd think I'd learn when I'm beat."

Every day, she had hoped for a reprieve from his death.

Every day, she failed to get just that.

Sighing, she turned her head slightly to observe Miles, who seemed depressed once again.

He turned his head to hers, and, looking down immediately, said "Sorry about the collider. I should have brought it."

He then added "And sorry for asking about your ex. I should have known you'd hate that. That was really shitty of me."

Doc Ock remembered how earlier Miles had expressed another pointless apology, that time for her grief, and for the first time, she saw him in a different light.

Miles Morales was perhaps wasting his potential, and annoying in his stubborn cowardice, and an all around pestering little shit…

But he showed her care and apologized when she had given him no real reason to do both.

It was… Almost touching.

Turning fully to him, she observed him with a small, sympathetic glance. "Don't apologize. You couldn't have known she'd take it."

She quickly added "You should have brought it, of course, but I should have thought of Ja… Beetle coming. She would have found out of the project sooner or later."

She added "And you are risking your life (albeit, with someone as capable as me) to get it back."

Finding herself in a place she was not used to, she hesitatingly added "So I guess what I'm trying to say is… I'm sorry."

It was the first time in years that she had said it to a living person, and it made Miles blink in confusion once more.

Doctor Octavius smiled softly at him. "I… Thank you for earlier."

"For what?", Miles asked, genuinely confused.

"…I like to stay professional. I appreciate that my lapse of concentration back in the lab wasn't seen as some sort of weakness."

Now it was Miles' turn to smile softly. "…I would be a hypocrite if I called your feelings weak."

"…I appreciate that sentiment, Mr. Morales."

For a moment, it seemed like the conversation was over.

But Miles dared to ask another question, albeit worriedly. "…Is that why she was a reprieve?"

For a moment, Miles was sure he had taken things back to ground zero, and he was going to get chewed out again by his science mentor.

But instead, Doctor Octavius chose to do something very unusual to her, and she revealed that side of her to someone else. "…Yes."

"…Well… I hope that I can be a reprieve during our time together."

Miles Morales had seen many surprising sights in his short time on planet earth, but perhaps none were as surprising as the sight of a real, true, down to earth genuine smile on Doctor Octavius' face.

"…You just never cease to surprise me, Mr. Morales. You're not as bad as I thought you were. Whatever it is you lack in guts, you sure do make up in spirit."

She continued to smile warmly as she complimented "Perhaps we can still make a scientist of you yet."

She then jokingly added "Provided you don't lose that collider again."

"Gee, thanks.", Miles retorted sarcastically, but this time he was smiling warmly back at her, and for the first time, the two rivals considered each other in a new, and different light.

"Huh. I'm starting to think that perhaps Doctor Octavius isn't that bad after all.", Miles thought, settling into his newfound coat.


Queens. New York. The busy streets, near a shadowy alleyway that leads to an all too familiar bar.

Doctor Octavius (her arms in rest mode, her weapon not as ready as she thinks it is), and Miles Morales (unarmed in every way, weak in more than confidence), not anticipating the battle ahead, walk past busy people on phones, dog walkers, street performers and deli after deli.

While Doctor Octavius was all business right now, trying to ignore the storm of emotions that surrounded her whole sordid affair with Janice Lincoln, the thief who had stolen her future after failing to heal her past, Miles was having a hard time not enjoying the sighs; he had never been to Queens, and it reminded him how huge New York was. So many different breeds of types of people walked by, each one fascinating in their own way:

"Come on, Tippy! Let's see if they've got better nuts over in Flushing Meadows! No, I don't care if it had 0.1 stars less than the others on Google!", a bushy tailed and bushy eyed teen girl wearing a green jacket walked by, and Miles could swear he felt a tail whack him by accident.

"Nelson and Murdock. Yes, we take any sort of case, ma'am. Uh huh. Uh huh. I'll be right away.", a slightly ginger man with red shades and a walking stick shut his phone with a sigh. "Can't step out of Hell's Kitchen for 5 minutes, I see."

Miles had to check his eyes to make sure he saw this right, but that seemed to be a heavily dressed man with blue fur?

The man looked back, reading glasses lightly sticking out over his nose/snout and he profusely apologized. "Excuse me, young sir! My bad!"

Miles just nodded, noticing the man had been reading a copy of "Victoria" by William Kraft. The odd man left, and Miles smiled at him, only to accidentally bump into another tall person, decidedly rougher and tougher than the previous man.

"Whattaya doin', pipsqueak? I'm walkin' here!", a thick Brooklyn accented pillar of a man huffed off, causing Miles to feel a bit dizzy.

Suddenly, he was grabbed by Doctor Octavius and rushed to an alleyway, where he was chided. "Mr. Morales, we're not here to sightsee!"

Her voice was low, almost a hiss, and her face was filled with utmost seriousness: This was a mission filled to the brim with danger and risk, and she did NOT need to babysit! If it wasn't for her curiosity at seeing if perhaps such a battle could get her stubborn student to show some more initiative, she would have sent him home to stay safe while she did battle with her past.

But it was too late for that, so she looked him in the eye and demanded compliance. "Wake up! We're facing a super criminal with gadgets beyond your wildest dreams! We have to take the collider now, before it's too late for me!"

She was sure he would just make some comment, or retort, or notice her Freudian slip, but instead Miles surprised her by nodding his head and clenching his fists in concentration. "Got it!", he said, ready to do his best.

Doctor Octavius didn't know what to say to that perfect showing of diligence, so she just nodded slightly and turned around, leading him down the dark, dirty alleyway that smelled of vodka and rat poison. It was wet, puddles splashing thanks to Miles' boots, and it was cold, iliciting a shiver from Doctor Octavius. Even she could get those sometimes.

Appearing in front of them was a rusty wooden door, a sign nailed to it crudely informing them that the place was "Presently Open To Those Still In The Past For The Foreseeable Future".

"Cute.", Doctor Octavius muttered, clearly meaning something else. Miles didn't really get it, since Doctor Octavius seemed to be pretty focused on the now, and it couldn't refer to him, after all he was worried about the future if anything!

"Inaccurate sigh, huh?", Miles slightly quipped, an uncomfortable smile on his face. "Maybe they should have put an "Out of order" sign! Fits me more!"

Doctor Octavius stared back at him with an unamused eyebrow raise. "Less jokes, more intense survival skills. The last thing I need is a dead child. It would set me back weeks at least!"

Miles tried to ignore that worryingly psychopathic statement as he followed Liv into the establishment, the doctor opening the door with a simple handle squeeze.

"She's waiting for us. Defensive measures at the ready.", Liv instructed, lifting her makeshift blaster while Miles nervously raised his fists and a stick he found on the ground outside the pub.

"Hi, my name is Beetle, sticks are like poison to me, please put that deadly stick away…", Miles muttered, praying for some luck.

Suddenly, the lights turned on, and Miles and Liv were greeted with flashing dance party lights of red, blue and purple, wooden bar stools next to a long and wide brown counter that housed behind it dozens of very breakable and VERY expensive bottles of liquor, but curiously, they were all from 2009.

"Weird…", Miles commented, but Liv objected.

"Not really, actually. 2009 was a spectacular year for wine."

Miles couldn't help but smile at that. "How on earth do you know that?"

But Liv was not smiling. "That's not why they're here, though."

Miles gulped, and he continued looking around, seeing that the pub had more intriguing sights, like the massive pool table that was set up for a game ("Never played Pool. Wonder if I could try it once we're done not dying"), the massive octopus and beetle tapestry hanging on the wall above the drinks ("HOW did I miss that? It's pretty well made, though. Not bad, crazy criminal lady!") and a…

"Good evening, Olivia Octavius!", it said, seemingly relishing the chance to sound it out. "…Enchanting as ever! Mr. Morales, if I may call you Miles, a pleasure to have you on board as well! Do try to stay away from any alcoholic drinks, though! Jefferson and Rio would NOT approve!"

Miles would normally have been shocked at the first name basis the figure in front of him had of his parents, but it was the fact it was a giant android that sort of looked like C-3PO with a tux and a red rose in its pocket. that startled him just a little more.

The almost bug esque head with antennas that had tiny tinny hats on them, the round abdomen body that bore the tux, the thin spindly legs that looked like they could travel great speeds in no time, and of course the silver sheen that nearly blinded them…

It was sort of magnificent, but also sort of creepy.

Suddenly, the android placed a name tag on its suit that read "Ed".

"Ed? That's an odd name for a bot. Not something like "Sentinel", or "Vision", or "Ultron" or… "H.E.R.B.I.E"?", Miles asked, confused, while Liv just sighed and scoffed.

Her octopus arms began to retract, and she held her hand up to stop them. "Not yet! I want this to play out first!"

"Ed" the android looked down at Miles, but clearly directed his statement to Liv. "Well, Miles, let's just say I always preferred non-fiction to Science Fiction."

"Really? I'm more partial to music, but everyone and their own tastes!", Miles said, oddly happy to converse with the android. Perhaps it was because it was the first person in a while that didn't seem to wonder if he was going to die in the next few minutes out of incompetence, or try to encourage him that wouldn't happen, which for some reason just didn't work for him.

He wished he knew why.

(Sigh)… He really did wish he knew why.

"Oh, believe me, Miles: Music is VERY much on my nice list.", the robot informed, again seemingly talking to Liv, who pushed past him and sat down on the stool, head resting on her arms.

"Mr. Morales, sit down! Let's get this over with!", she ordered, and Miles hurriedly joined, not wishing to invite her wrath.

He struggled for a moment to sit on the chair, since it WAS quite tall and he WAS 13, so he wondered if perhaps Liv could give him a boost.

But looking at her, she was willing to do nothing of the sort, so he decided to try again, just barely making it, but making it still.

Liv suddenly had a small smile on her lips, but she hid it quickly since she was focused on Beetle.

Instead, however, "Ed" popped up again, behind the counter, cleaning a glass with a towel and preparing for their orders with a smile.

At least, Miles thought it was a smile: It was hard to tell with the android not really having a mouth feature and transmitting his voice from dots, a la a shower.

"The madam will be having her favorite, of course.", the android stated, pouring a glass of Château Latour 2009 into her wine glass, which Liv allowed Moe to hold as she stared at "Ed" with a glare.

Meanwhile, Miles stared in amazement as a mug of hot chocolate was made in super sonic speed in front of his eyes. The liquid seemed to float in the air as it was made, making Miles's eyes dart around in wonder. Finally, after much shaking, stirring and mixing, a freshly brewed mug of chocolaty goodness was steaming in front of him.

Miles was about to drink his mug when Liv stopped him and inserted a weird measuring device that looked like the baby of a thermometer and a wrist watch into his drink. The two watched it curiously, before it dinged an emerald green light.

"Ed" sighed and looked into a startled Liv's eyes, the doctor confused by her wrong diagnosis. "You still think I'm not on your side?", he asked, but the voice crackled, sounding half feminine.

Liv nose sighed and prodded the robot with an accusatory finger. "You have a lot of nerve to say that, after what happened!"

Miles, however, was still confused. "Wait, what did you think was wrong with my drink?". He was already sipping it happily, enjoying its oddly soothing texture. It didn't feel like it was made by a machine.

Liv snapped towards Miles, hoping he'd take her side. "I understandably theorized that she poisoned it! Beetle is a criminal of the worst kind: One with no aim, no purpose!"

"I doubt that are any criminals of a good kind…", Miles commented cheekily.

"I had an aim: It was "Have fun". And then… I found a better aim.", "Ed" explained, its voice still split between the monotone and the female tone.

"Ed" then withdrew a warm pretzel and waved it at Miles. "Freshly baked! Great with anything, really! Want me to butter it?", it asked Miles, who was close to nodding before the pretzel was snatched by Liv, who decided to store it in her bag to keep it out of sight.

"Don't you butter him up! Pun NOT intended!", she barked, and "Ed" laughed simply, voice full of… Regret? Love? Sadness?

"Oh, Liv… Still the same. So angry. So determined. So broken."

Liv looked like she could snap the android's neck if she wanted to, and Miles wondered if he should intervene, or if he would somehow make things even worse!

"And you, Miles Morales… So unsure. So hesitant. So afraid of not being up to snuff, of returning to who you used to be, that, well… You did so anyway."

Miles gulped, fear stricken eyes praying that Liv had not put two and two together.

"Leave him out of it.", Liv growled, surprisingly protective. Perhaps she had a conscious… Or perhaps she wanted not to have a dead boy on her record.

Whatever her motivation was, "Ed" agreed to refrain from Miles. "All right. But if you want the collider, Liv… You have to confront your past. Maybe then there will be hope for you and your mission…", it explained, before slinking off to turn on the jukebox.

Miles was curious as to the point behind this, and soon a whirring could be heard as the song choice began to turn on and echo softly across the bar.

"Be careful, Mr. Morales… She's a fake, through and through.", Liv warned, disgusted by Beetle's entire existence. Her motivations, her line of work, her relationship with Liv… They were all self serving.

She stabbed her in the back, so what could she possibly give her that was…

A familiar rushing of waves was suddenly heard, and Liv's pupils widened with recognition, her eyes almost immediately beginning to tear up, which she stopped instantaneously.

Miles looked at Liv with surprise as Liv held her breath, an odd feeling in her heart.

"…She remembered."

Miles hesitated to ask, but he couldn't help it. "…Remember… What?"

But Liv was too busy staring at the bar…

Her memories painting her vision…

"Hands, put your empty hands in mine…"

"And scars, show me all the scars you hide…"

"And hey, if your wings are broken"

"Please take mine so yours can open too"

"Cause I'm gonna stand by you!"

(IN THIS ALTERNATE EARTH, "STAND BY YOU" by RACHEL PLATTEN CAME OUT IN 2009!)

"Come on, come on!"

Sitting on the same barstool, but looking way younger, the Doctor Octavius from 10 years ago was not even Doctor Octopus yet.

Instead, she was Olivia "Liv" Octavius, grieving niece, former employee of Oscorp, and currently very frustrated woman, as she tried her best to fix an energy amplifier that was covered with bumps, scratches and damage.

It glowed as brightly as it would in the future, but not as brightly as it once did…

In his hands.

Liv shook her head, trying to ignore the thought, and she pressed on with her work, connecting wire tips that dangled dangerously and tightening bolts and screws.

The original was massive, awe inspiring. She had had to settle with a mini-version, one he had kept around as a prototype. It was way less impressive, to say the least: None of the presence, the meaning, the showmanship.

It was just a machine.

And Liv felt it was way too representative of her: She was never as good as him, and she never had any pretense that she could be.

A bolt slipped down, and Liv hit her head on the bar table as she leaned down to reach it. "Shit!", she exclaimed, rubbing her hurting head.

She looked down at the bolt. It just stood there, aimless.

What was left for her?

She had nothing now. Nothing but this machine, and even that she couldn't save…

Slam! She pounded the table and fought the urge to cry, fought the urge to shout his name out, fought the urge to remember his all too peaceful face as he surfaced from the inky depths that had taken him…

"Now, what did that table ever do to you?", a voice asked, and Liv looked up annoyed to find a pair of illuminated eyes dancing underneath a sea of wavy black hair that was somehow both flowing and perfectly straight.

Her chocolate milk skin was smooth, and it almost gleamed in the light as she grinned mischieviously, her hawkeye purple waiter's dress stained with guacamole.

And her smile…

Even Liv was distracted by it for a second.

"Perhaps if you order somethin', you'll feel less inclined to beat up the furniture.", she quipped, but Liv was already back to work on her device.

"My thirst cannot be quenched.", she dryly remarked, and the waiter chuckled warmly.

"Well, I hope that's not true, since I can only let you stay here for so long. There are some thirsts that want to be quenched in that line.", the waiter informed, not in a "hurry up and get on with it" way, but more in a "I have no problem with you staying, but reality IS a thing" sort of way.

"Too bad for them.", Liv stated, sticking the bolt almost violently back in place, cutting some skin off her thumb.

The waiter noticed the whole hand and remarked "How about you order a bandage? That's not the only finger you cut."

Liv looked up, annoyed. "You can forget it."

"All right."

Silence reigned as Liv kept trying to fix the device, and soon the waitress returned from some other orders, peaking at the device.

She normally would have looked at it first, but she had been… Distracted by the owner of the device, whose curly messy hair looked wild and alluring.

Looking at the device, she eyed it with admiration; it was a wonder!

"Dang, that is one beautiful device you got there!", she remarked, nearing her hand to touch it.

"Too bad it could use some repairs… I might have some stuff in my garage that…"

But before the waiter could even try, her hand was slapped away.

Liv growled at her. "Don't. You. DARE. Touch. That."

The waiter backed off slowly, and Liv resumed her work, furious.

How DARE someone try and interfere with HER invention?!

She kicked herself hard.

HIS invention.

HIS invention!

What would HE have said if she took credit for his work?

What would he have said if he knew how horrible she was acting?

He can't say anything.

He's…

He's…

Liv wanted to deny it, but she was a woman of facts.

"It's ok… He was always going to move on. People die all the time… It's the natural state of life.", she muttered, loudly enough for the waiter to notice, her eyes not visibly worried.

"Are… Are you ok?", the waiter asked.

"People die all the time… Right?", Liv suddenly asked, with a voice as weak and as lost as a whisper in the rain.

"…Yes. Yes they do.", The waiter responded knowingly.

Liv suddenly looked up, tears in her eyes, for once refusing to hide them. "Then why am I so hurt?"

The Waiter placed a comforting hand on the sobbing woman's shoulder, as she let the tears stain the wooden bar table.

The waiter didn't know what to say; usually she just flirted with someone, she didn't really have to step up in such an emotional way…

What could she say?

"Tears, make kaleidoscopes in your eyes!"

"And hurt, I know you're hurting, but so am I!"

"And love, if your wings are broken"

"Borrow mine so yours can open too"

"Cause I'm gonna stand by you"

Suddenly, the waiter knew what she could do.

Taking Liv's hands, she looked her in the eyes and smiled. "I've been in hell too. You could say I'm experienced. Perhaps I could… Guide you through?"

Liv wasn't sure what to say, so emotionally distant she was from people since…

Suddenly, the waiter placed a soft hand on the device.

"I can fix this for you… Will that help?"

Liv's lip trembled. "I… I want to fix it for him."

The waiter smiled softly, eyes twinkling. "We can work on it together… No shame in a helping hand handing a wrench, now is there?"

She would hand HIM wrenches. He liked getting help. Perhaps if she could get it fixed…

Looking up, Liv nodded slowly, a small smile on her lips as she thought of the one thing she could do for her uncle.

"…I guess I could do that. Friday… At your garage?"

That Friday, with the same song blasting through, Liv and Janice Lincoln would end up fixing the device, and passionately making out on the table, ending the day with Liv feeling safe in someone's hands once more.

She finally had another person who could stray her to the right path…

Liv blinked away the tears as the song ended, her heart pounding as she remembered it all.

Looking at Miles, she could see he really wanted to know. He also had placed a comforting hand on her hand, and she lightly sent back a confirmation that she felt it.

"…Let's just say Janice helped fix something I had."

And for a moment, Liv smiled, and Miles smiled too.

But unfortunately, smiles can't hear beetle egg bombs in the jukebox.

BOOM!

Liv was lying on Miles, trying not to get smashed in the head with pieces of jukebox, when a green and purple eskoskeleton suit crashed in from the roof, like a terrifying angel, floating above them with…

"Shocker gauntlets? Well, you never were one for originality.", Liv commented dryly, slowly getting up, her arms unveiling themselves to rise up to face Janice.

The two female villains stared at each other high up in the sky, Liv snarling almost, Janice merely smiling shyly, seemingly trying to smirk and failing. "What can I say? I was always better at fixing broken things than making something new."

"Fix your resume. Your unfinished project is this close to gutting you.", Liv spat out, rage reflecting in her eyes, rage and sorrow.

"You wouldn't. You love me too much.", Janice said, but it was hard to tell if her tone was sarcastic… Or hopeful.

"Try me…", Liv threatened, her face shifting to her villainous identity. "You have no idea how much I want you to feel an OUNCE of my pain, Janice."

Miles, meanwhile, picked up his stick and shivered as he approached them. Normally, this would be an easy battle. But he didn't have his suit. He couldn't use his powers. How much could he do in the battle?

Still, Miles was no backstabbing coward: He wasn't just going to leave Liv alone with this maniac.

"Doctor Octavius, give me a literal hand! I can't reach her from here!", Miles asked, pointing his stick aggressively. "Yeah, you're afraid of the stick!"

Janice looked at the boy with an odd smile and a wave before locking eyes again with her ex. "I like my replacement. I hope he'll fare better."

"He's just a student. Leave him out of this.", Liv stated, hushed anger now coating her eyes.

"Hey! You asked me to come!", Miles complained. Sure, he was unsure, but he was surely sure he wanted to help despite being surely unsure, because as unsure as his assurances were, his assurance on surely helping was surely assured!

"…I've gotta talk to someone about how I'm going loco.", Miles thought, still trying to find a fighting position.

"I would rather ask where the collider is.", Liv reflected to Janice, who chuckled softly.

"Would I really make it that easy?", she asked, and Miles shrugged.

"Pretty please?"

"Lazy.", Liv rolled her eyes.

"Sorry, I only preferred to work on my science project without the threat of death from a miscolored beetle!", Miles shot back, annoyed. Did she have to criticize at EVERY turn?

"It's an aesthetic choice!", Beetle shouted out with a grin, and she shot out a bullet that split into a horn that subdued Miles to the ground.

"That's new!", Liv noted as she immediately dodged to release Miles, cutting the ropes with the claws of Moe.

"So, you were wrong about her.", Miles smirked naughtily and Liv sighed, giving the student a dirty look as she leapt into the air to tangle with Beetle.

"SO not the time, Mr. Morales.", Liv retorted, and Miles dodged another bullet, panting in the corner as he tried to think of a way to defeat Beetle without revealing he's Spider-Man and dying right after.

"Are you sure? Because I think SOMEONE might be wrong for once!", Miles said, not maliciously, but a little happy to see the Doctor knocked down a peg, as he bent his knees down, closed his eye in concentration, and projectile released his stick at Beetle, the twig rocketing towards her mask.

"Yes! Score!", Miles cheered for himself, but Beetle suddenly turned around and grabbed the stick, snapping it like… Well, a twig.

"Don't take it too personally, kid: Liv couldn't even admit to failure with me!", Beetle informed the now weaponless and alarmed Miles, who rolled away from a shocker gauntlet blast that blew a hole in the wall and totally missed him, leaping to cover himself from blasts from behind the bar table.

"I have advanced astrophysics and interdimensional travel in ways you can't even begin to delude about! I have perfected the greatest inventions of all time after they were nearly destroyed! I am the head of Alchamax for Christ's sake! What failure?!", Liv shouted with protest as she hit Beetle with Harry and Moe and pinned her to the wall, holding her armored throat, as Larry sent gut punches that made wall splinters fly, falling onto the still unsure what to do Mile's head.

Janice grinned as she aimed her gauntlets at Liv and prepared to shock her to submission. "Well, for one, this."

ZAP! Went the gauntlets, sending a jolt and shocking Liv immensely, her suit not offering protection for THAT kind of electric attack.

Dazed, Liv could barely see what was going on as Beetle tipped her over, sending the doctor cascading down to the bar table with a massive thud, breaking her nose.

"Doctor Octavius!", Miles called, as she bled out on the table, nearly faint. Beetle too hovered over in alarm, her hope had been to merely get Liv to stop fighting.

But Liv Octavius was not one to just stand down without a fight.

Growling, she forced herself up with her own arms and with Larry, Harry and Moe, she grabbed some bar chairs and bottles.

Her legs were still shaking, knees nearly buckling thanks to the lingering jolts of the shocker gauntlets, and her nose was still slowly seeping blood onto her lab coat, the spots looking quite pinkish.

She was clearly hurt, as her eyes blinked a little, and Miles, concerned, stood up in a frenzy and startlingly offered his hand. "Doctor Octavius, you're going to get hurt!"

She glared at him, unamused, as Beetle decided to fly all over the place and tease. "Oh, come on Liv: You miss me, and you're going to keep missing me!". But one could tell she was still concerned.

Miles sheepishly pressed on. "Look, we should find some sort of strategy."

"Here's my strategy: You stay here and don't get killed like the idiot you're not!", Liv threatened, and she turned to Beetle with a glower.

"Come back for more?", Beetle asked, reluctantly aiming her blaster. "You'd think you'd get the message by now."

Liv smirked as she readied her throwing arms. "As the song says, "Return to Sender"!", she quipped, the backup juke box ("They have a backup juke box?", Miles pondered) playing said song by Elvis Presley as Doctor Octopus threw chair after chair and bottle after bottle at Beetle, the speed and ferocity of the projectiles nearly overshadowing the music and definitely taking Beetle out of her advantage.

Glass shards flew by, not causing much damage to Beetle's eskoskeleton but definitely distracting her, and the chairs would hurt anyone, their hard figures nearly knocking her out of the sky.

Her wings nearly as fast as a hummingbird's, Beetle tried her best to evade the onslaught, as more holes got torn in the wall, an LED light got smashed to smithereens, and a signed New York Mets ball got knocked out of its placing on the wall.

"THAT WAS A FUCKING COLLECTIABLE!", Beetle shouted, getting a little pissed, deflecting the chairs with Shocker blasts, which were beginning to short out thanks to all the alcohol that was spilled on them.

Electric sparkles flew from the gauntlets, and Janice, realizing they were going to burn up, threw them away, which set the foosball table on fire.

"I just sent the final payment on that!", Janice cried, making Liv laugh, while Miles began to relax. She really DID seem to have it under control! Too bad he hadn't done anything, but still!

Liv's arms continued to flail around, seemingly out of control (Flo especially beginning to shut down), as Liv continued to barrage her ex, who was sounding frightened.

"Olivia? Firecracker? Liv? I know you're in there!", Beetle called out, sounding terrified, as she flew to her, but Liv just laughed maniacally as she reached for her blaster, Miles looking worried too.

"Doctor Octavius? Um… She's almost beat, there's no need to…", Miles started, but Liv didn't care.

Sneering, she protectively put a hand in front of Miles. "What did I tell you? You're not getting hurt! And now…"

She cocked the blaster, Beetle blocking her face.

"Neither will I."

Time seemed to slow down as Liv prepared the blast, her face forcing itself to growl and storm as the blaster charged up. Miles, racing towards it, tried to slap it down, but Liv used Harry and Larry to rock him to submission, Miles struggling against it. Beetle, meanwhile, shouted and shouted for her love, but Liv wasn't there, her frown illuminated with tears, her evil laugh cracking with sobs…

And then Beetle realized there was only one way to save the love of her life.

Her wings slowing down, Beetle dropped her blaster, which broke on contact with the floor, and slowly removed her mask, revealing the tearstained and puffy face of Janice Lincoln, who was filled now with cuts and bruises. Her mask, which had been cracked slightly thanks to the fight, slipped from her fingers and broke into a million pieces on the floor.

"Liv… Please…", Janice said, and Liv shouted "You're not going to win me over!"

She remembered the fights, how Janice shut down her entire plans, saying she was wrong, saying she was wrong to continue her uncle's legacy.

"Liv… Firecracker… Please…", Janice persisted, and Liv had to ignore Miles's begs that she show mercy.

She remembered how Janice stopped robbing banks for her. How Janice stopped enjoying her night life of clubbing and drinking to wipe her tears.

How Janice loved her, despite everything.

"Liv… I love you."

The blaster lowered.

The frown faltered.

And Liv looked down on the floor, not knowing what to say.

Miles was finally let go, and as he struggled to breath, Janice slowly set foot on the ground and looked at Liv, trying to think of what to say.

Liv, meanwhile, could barely articulate her words, as she hyperventilated. "…After… After… After…"

She looked up, choking almost. "…After all this time?"

Janice was hugging herself, the once confident, once structurally sound woman now a teary mess, looking at the woman she never gave up on.

"…"

She wanted to say it all. How much she loved her. How much she wanted to help her. How much she wanted to hold and never let go.

But before she could say a word…

BOOM!

Liv's blaster, which was improperly constructed, suddenly destabilized and shocked Liv so hard she fainted, before blasting the ground and making it disappear into thin air, Janice about to fall into it.

Miles, freaking out, shouted out Beetle's name as he checked on Liv, who was practically smoking, and fortunately waking up already.

Janice, panicking as well, tried to use her wings, but they had been slightly damaged in the fight, and they were struggling to keep her up, Janice knowing that the fall, while not insanely deadly now, was going to be deadly soon: The blaster was still shooting out, making the fall longer and harder.

"Miles! My wings will give out soon!", she called out, fear present in her voice.

Miles was seeing spots, so fucking terrified he was of letting someone die, but Liv wasn't responding as he shook her.

"Doctor Octavius, wake up!", he shouted, brain storming to think of how to save Beetle. He couldn't use his web shooters, lest Liv see, and even if she didn't, could they hold onto Janice? The only other option was to jump, but how was he going to lift an entire person in mid air while jumping?

Liv suddenly woke up a little and, putting her hand on Miles' face, she said…

"Don't… Die… So… Much… More… You…", she warned, seemingly afraid for Miles, which was freaky, before she fell back asleep.

Janice, meanwhile, flapped with all her might, but she was about to fall. "MILES! PLEASE!", she screamed, and Miles, breathing heavily, walked up to her, preparing to jump.

But still, he was terrified. What if he couldn't hold her?

"Grab onto my hand!", he shouted, and Janice just reached as Miles pulled and pulled, but she was too heavy!

Almost hysterical, Miles looked up and, praying Liv didn't see, shot a web at the wall, trying to leverage up.

But Janice was still too heavy, and Miles' panic attack hit as he thought of her frail body, and how he had failed her.

"I… I…"

He cried, heavily, hating every bit of himself.

"I can't save you, Beetle! I'm sorry!"

Beetle was terrified, but she had to think of something!

But what could she think of? The boy was too scared, which was stupid, since he had done amazing things before this, this was nothing!

Why didn't he remember that?

And then, Janice realized that what had not worked with Liv would work with Miles.

"Miles… Listen to me!", Janice shouted, as she held on with all her might and adopted her warmest glance, truly hoping to inspire the boy.

Miles, tears flooding his face, looked at her with shame.

"…You have great powers. Use them wisely. You're so much more than what you think. I promise."

Miles heard all this, and realized…

He would have to pretend if it meant Janice would live.

His identity could be revealed, he knew that…

But he didn't trade lives.

Shooting five more webs, Miles pulled with his spider strength, now powered up with confidence, and he pulled Janice up gradually.

With the other hand, he grabbed the blaster and studied it's makeup: If he could cut the wires…

But with what?

"Perhaps I could overdrive it!", he considered using his tazer webs, but Liv knew about those, so surely she had protection for that…

Well, he would have to cut them with his thumb and forefinger.

Miles normally would have seen this as mad, as doomed to fail, but he didn't have time for doubt, Janice was going to die!

"You're so close, Miles! Keep going!", Janice encouraged, as Miles pulled and pulled, nearly saving her…

Only for the webs to strain as Miles shifted his focus.

"No!", he shouted, seeing them begin to tear. "Beetle, my webs are breaking!"

"It's fine! Tear the wires! You'll get me in time!"

"But…", Miles started, before deciding to shut his brain up and act.

No.

He was NOT going to fail.

Beetle WILL live!

Removing his hand from the webs, two hands cut the wires in milaseconds before Miles backflipped onto his legs and from behind, not looking, he webbed Beetle back onto the ground, the hole still there in the floor.

The webs fell down into the hole, their trace gone just as Liv got up to see Miles quickly rewire the device with nothing but his wits, managing to program it to fix the hole it had caused.

She was still heavily hurt…

But she smiled a small smile as he shouted out "Yes!" and Janice hugged him.


"So… You're her mentee?", Janice asked as the sirens blared and her hands were cuffed.

Miles still couldn't believe this was happening. "Sort of… And you're her ex who DOES care?"

Janice nodded as she began to get carried into the car, the cops confiscating her mask, weapons and wings, the collider safe in Miles' backpack.

Miles shuffled at his feet, unsure. "…Why did you break up then?"

Janice sighed, her eyes reflecting loss and pain. "It's quite simple, actually… Liv is brilliant. Incredible. She can do anything… But she sucks at moving on. And she doesn't understand that it's ok to get help."

Janice then looked at Miles with serious eyes, full of fear. "And she truly thinks what she's planning is right."

Miles' confusion over Liv had only continued since he first met her, and now he was truly puzzled: What did that mean?

Janice, meanwhile, was being dragged into the car as Miles followed. She smiled at him softly, as she chuckled. "You're like her… But less confident."

Miles didn't know what to say to THAT.

"It's a compliment. You're a good kid. And you could be an amazing hero. You just have to do what Liv can't… Believe."

"In what?"

"…In everything."

As the doors began to close, Janice quickly begged Miles "Please… You're the only one who can save her. She truly has a heart… Just do what you do best, even if you disagree with me."

"What is it?", Miles asked, as he saw a final glimpse of her face.

Janice sighed.

"Be Miles Morales. Be a hero."

The doors finally closed and Janice was gone, which meant that Liv could finally come out to Miles, her body still shaken, but her mood seemingly fine.

"Relationships… Am I right?", she joked, looking not in a joking mood, as she slowly placed a hand on Miles' shoulder.

It was quiet…

"…Thank you…"

But Miles had never felt such genuine affection since…

Well, since he felt happy.

"…You really did know how to fix the blaster. Do the surprises ever end with you?", she smiled, truly, and Miles smiled back.

He remembered Janice's words and wondered…

Was Liv evil? What was her plan?

And perhaps craziest of all…

Was Liv the victim?

"…I'm sorry."

Liv smacked him on the head, but in a good natured way. "Stop apologizing, geez!"

She then smiled again. "…If you're done proving me right, how about some lunch?"

Miles began to follow her, but he was curious. "What are you right about?"

Liv was still smiling, a first in a long time. "…Your potential."

For the first time in forever, Miles felt like he actually WAS Spider-Man.

Before realizing something…

"LUNCH? IT'S ONLY NOON?!


My Usual Notes Will Be Added Soon!