Elsewhere

Sitting in what seemed like a massive steal cube, The Rhino sulked in anger. His strength proved difficult to maintain in a normal cell, so he had been moved to one of stronger material. The most he was about to do was dent the walls but breaking them proved more difficult even with his great power. His anger proved his weakness, always wearing himself down too quickly with over-exertion. Camera's were placed in the corners outside the cube, watching to ensure that he did not escape. The only thing outside the cube beyond the cameras was a door, and a single guard sitting in a chair reading from the newspaper.

A loud banging startled the lone guard, making him stand up in surprise. He was confused to find the banging did not come from Rhino's prison this time, but from somewhere above him. The knocking and banging traveled through the vents quickly, until it stopped just above him. Breaking the ventilation opening down, a massive pillar of water shot toward the guard and consumed him, lifting him into the air and throwing him against the wall several times over. He finally passed out as the water took physical form.

Hydro Man regained his composure and approached the large metal cube, pushing his hands against it. Water leaked from his skin and letting liquid drip from them. The water reached the cracks and seems of the cube and entered inside, beginning to corrode the material inside. A creaking caught Rhino's attention as he looked around to notice water dripping from the ceiling.

The wall Hydro Man stood in front of fell, nearly crushing him had he not become water to avoid it.

"Good to see you, ugly," Hydro Man said, "Boss needs your help. So, quit sitting around and let's get to work."

…

Meanwhile

Only half the students stared out the broken window and watched the scene unfold below. Kendo stood strong in front of Spider-Man with one hand enlarged, the other cut and bleeding onto the ground. If she tried to enlarge her wounded hand, the cuts would likely expand as well and only become worse. For now, she had to fight using only one hand.

"Run away like a good little rat, girl!" Sandman shouted, his arm extending into a fist of sand, "You don't want to go toe to toe with me!"

"I was gonna say the same to you!" She retorted, "I think the beach is down north, you washed up sand castle!"

The fact that Kendo was choosing to fight surprised Peter the most. She was the one who told him it was wrong to fight villains without a license. Yet, here she was using her powers to protect him. She's become a type of hypocrite considering these events.

"Kendo," Spider-Man grunted from the pain in his body, "What are you doing? I thought you said we can't fight without a license?"

"Yeah and I thought about scolding you," She sighed, "But there are loopholes if it counts as self-defense."

"Yeah but …" Spider-Man noticed the blood running down Kendo's arm. If she didn't get that treated, it would eventually get infected.

Sandman's fist came flying toward them at an angle. Spider-Man wrapped his arms around Kendo's waist and leaped into the air with her. His feet landed on the nearest wall of the school and stuck there, while Sandman's fist collided with the ground where they once were. The villain looked up and swung his arm toward them, a pillar of sand ascending the wall. Spider-Man quickly pushed off the surface and swung down on a web, his foot colliding with Sandman's face.

Spider-Man jumped back to the ground behind the villain, who held his face in pain. He wasted no time and webbed up his hands and pulled on him, restraining his movement.

"Kendo!" He called out, no description to his orders.

She didn't need further instructions as she lifted her enlarged fist and swung at the villain with a strong right hook. His body crumbled into sand as pieces of him fell everywhere, breaking the webs held by the arachnid. Her hand shrunk back down, tired from the strain her other hand was experiencing.

Spider-Man rushed to her side and gently held her wounded hand, examining the cuts around the knuckles and wrist, "Kendo, we need to get this taken care of. Go find recovery girl and get patched up."

"I'm not leaving you to fight all by yourself!" She retorted, "Don't start thinking you're gonna play the lone wolf hero today!"

Spider-Man groaned, knowing there was no chance in convincing her to leave. He facepalmed his forehead, trying to think of a solution. Then, his eyes landed on the palm of his hand, where the nanites protected him with the suit they created. There was a lot he had yet to understand about the technology, but what he knew with certainty was how it responded to thought.

Gently, he took Kendo's wounded hand and enclosed his palm tightly around it. His thoughts filled with his desire to protect her, and the nanites responded accordingly. The sleeve of his left arm pulled away from the elbow down, shifting like sand and traveling onto Kendo's skin. She was startled at first but allowed the event to unfold, needing to trust that Peter knew what he was doing. The nanites covered her hand up to her elbow, mimicking the design on Spider-Mans other hand. However, once the glove had solidified around her arm, the colors shifted and changed. The blue became black, while the red became green.

Spider-Man released her hand as she examined the glove around her skin. She moved her fingers around and stretched them, finding their movement to have improved and the pain numbing somewhat.

"Whoa …" Kendo spoke softly, "That's incredible."

"I actually didn't know it could change color," Spider-Man shrugged, "Noted tip. Definitely a good feature, ten out of ten I'd buy it again."

Sandman's foot slammed into the ground, the toes and shoe beginning to reform to solid shape. Kendo and Spider-Man jumped back in surprise, getting into an attack position.

"I don't suggest enlarging your gloved hand," Spider-Man suggested, "There aren't enough nanites to stretch that far."

"I'll be fine, I still have one good fist to punch with."

Sandman's form came into being, a devilish grin on his face. No matter how many times they knock him down, his abilities allowed for him to reform whenever he pleased. When his shape completed, the details of his body came next and recreated the sand villain.

"You know punches and kicks aren't going to take me down web-head!" He laughed, "You're going to have to do better than that!"

Spider-Man grabs Kendo's hand tightly, tugging on her, "We need to go," He said, "Run!"

Though she protested, she was tugged along and dragged back into the building as Sandman chased after them.

The halls weren't as crowded, but still filled with students running in multiple directions. The pair found it difficult to maneuver through the bodies, so Spider-Man grabbed Kendo and held her tightly, leaping to the ceiling and crawling across it with ease. Sandman was able to maneuver around them much more easily, though still found himself in some traffic.
"Peter!" Kendo exclaimed, pointing to a door down below them, "In there! Hopefully she hasn't left, but maybe someone in there can help us!"

Spider-Man didn't hesitate to jump back to the ground and kick the door open. They were able to close it just before Sandman reached them, stopping him only for a moment.
"This door won't stop me!" Sandman shouted, forming his hand into a sand hammer and busting the door down. The hinges came undone and the doors fell to the ground, revealing a pitch-black room.

Sandman walked inside, looking around and searching for a light switch. It was difficult to make out what was in the room other than several tables. The only sounds he heard were the steps he took against the ground. It was far too quiet for his liking; they were hiding from him like cockroaches.

"Get out here!" His voice echoed, "Fight me head on!"

The sound of something powering up caused him to turn around, ready to pounce on his enemy. Before he could move, he was engulfed in a barrage of flames and smoke. The fire consumed his body and ignited the sand he created. From the bottom up, his body began to solidify further into a clear blue color. The flames only stopped when Sandman completely turned to glass, his expression stuck in one of surprise.

"Woo!" The girl shouted, holding a flamethrower in her hands, "That's what I'm talking about! I told you my baby could do it!"

The lights turned on and revealed the woman responsible. The girl's hair was pink, and styled asymmetrically, having two longer strands on the right side of her face. Her outfit consisted of a tang top and baggy work pants, and a pair of goggles sitting on her head. She adjusted her gloves and set the flamethrower down, giving it a pat before putting her hands on her hips.

Kendo and Spider-Man jumped down from the ceiling, observing the Sandman as a glass statue.

"Thanks for that, Mei," Kendo said with a smile, "I'm sorry we rushed this onto you."

"Pft! Nah!" She exclaimed with a bright smile and wide eyes, "I got to take my new baby for a test drive! I'd say that was a successful test run!"

Mei rushed up to Spider-Man and shook his hand aggressively, "Hey there! I'm Mei Hatsume! Gotta say I love the tech in that suit, though I think I could do one better! Give me a few days and I can whip you up something amazing! No, spectacular! Or sensational! Superior!"

He laughed and managed to free his hand from her grip, "Thanks, but you don't have to."

"Telling me not to invent is like telling someone not to breath! Not fun and counterproductive!"

"Mei," Kendo interrupted, "Do you have anything here that can take care of crowds? There are a lot of villains out there, most of them searching for Peter."

Mei put a hand to her chin, "Hm, well, I may have just the thing! One moment!" She zoomed away from the pair and practically jumped into a pile of gadgets like it was a pool. The two young heroes only stood awkwardly with their hands behind their backs. Tools and small inventions went flying across the room, almost hitting them as they passed by.

"We should just be running," Kendo suddenly spoke, "We can't fight these villains. We should just be escaping like everyone else and let the Pro's handle this. Why aren't we?"

"You know why," Peter said sternly, "I think you're just finally feeling it."

"Feeling what?"

"The power," He looked into her eyes, his eye lenses shrinking, "The power that we have, and the responsibility that comes with it. It's why I went out and fought villains, because If I stand around and let people die, it's my fault."

"It wouldn't be your fault."

"You're saying that if Sandman killed me and you didn't do anything, you wouldn't feel like it's your fault?"

Kendo was silent, looking away and down at the ground, "I couldn't let him hurt you. I was worried what would happen if I let you fight alone. I thought back to Hydro Man and I …just moved."

"It's what I feel all the time, Kendo. Letting my body move."

Mei popped out from the pile of gadgets, holding a device in her hands. She shouted, "Found it!" and rushed over to the pair waiting for her. In her hands was a bag of small metal orbs, with a button atop each of them. The orbs size was no more than the palm of a hand.

"These little bad boys should do the trick for ya!" She exclaimed excitedly, "Press the button on top and throw it, it releases electrified wires that trap the bad guys! Stay clear though, it latches onto whatever it can get, including you."

He took the bag in his gloved hand and threw it over his shoulder, tightening the strap against his costume, "We need to fight them head on if we want out of here. I want you two to head to the back exit of the school. I'm heading to the front."

"What?! No way!" Kendo denied, "We aren't splitting up! Why do you have to go out the front?"

He began to say something in response, but he was caught in a web of his own words. It wasn't a burden that she needed to take on, especially not for him. If Norman really had his Aunt May as bait to draw him out, then this was a fight he needed to take on alone. Dragging anyone else into it will simply get them hurt.

Kendo suddenly took his exposed hand, massaging his skin in a comforting motion. She knew he was feeling pain, the kind that was difficult to share. He had that same vibe the night they fought Hydro Man. He was so desperate to keep her out of danger, that he shut her out in every way. She wasn't going to let him sing that song again.

Slowly, she lifted her hand up and reached for the edge of his mask, pinching the material together to grip it. Peter reacted instinctively and grabbed her arm with his exposed hand. The lenses of his mask shrunk in focus as he looked away from her. His heart pounded with anxiety; the thought of her getting hurt by following him scared him too much to risk it. He wanted to say something that would convince her to drop her hand, but she remained firm in place. It hurt too much to look her in the eyes and tell her he plans what's practically a suicide mission, all to save someone who may or may not be here.

Eventually, he looked back at her, his lenses widening to show the full of the eyes. As if a spell was casted over him, he removed his hand from her arm, and allowed her to lift his mask further up. The nano-material separated from the rest of the costume and revealed his face underneath. His mask rested on his head, clumped together with his hair. Kendo looked him dead in the eyes, still holding his hand.

"You aren't going to fight alone," Her expression was stern, "I'm a hero too. I have powers just like you. You can't do everything on your own, you need to allow people to help you. There are only so many villains one person can beat by themselves. You'll burn yourself out if you don't accept help. Whether you accept it or not, I'll just follow you."

"Kendo-"

"Ever tried carrying a boulder up a hill?" Kendo asked abruptly, "Super strength or not, that will be difficult. Gravity is against you, and there isn't a lot of grip on the boulder itself. It's a lot easier to push however if you have someone helping you. So, let me help you carry it."

She pulled the mask back down over his face, letting the material reconnect with the rest of his suit. He was out of quips and retorts at this point, having no argument to present to her that would convince her drive to change. She was the immovable object against the unstoppable force, the only way to win was to surrender.

"…Ok," He lifted his shoulders as his chin held high, "Front entrance it is. Make sure you don't fall behind."

Mei jumped toward Kendo and hung herself on the back of her shoulders, smiling brightly as she laughed, "No problem! You'll see, my babies will kick those bad guys to kingdom dumb!"

"You mean kingdom come?"

"Would have said it if I meant it."

The doors of the workroom suddenly combusted and fell over, sparking with electricity. Spider-Man stood in front of Kendo and Mei instinctively, watching the figure walk through the smoke. It was a man dressed in yellow and green, with electricity sparking off his body. Kendo gripped Peter's shoulder, sensing the tension suddenly surging through him.

"Good to see you, wall-crawler," The man said, snapping his fingers and releasing sparks into the air, "You could never resist a crisis."

"Electro," Spider-Man greeted, "What are you doing here, Max?"

"Taking the opportunity to kill you, what else?" He shrugged, "Get passed me, and maybe you can save that old woman out front."

"Ooo!" Mei exclaimed, "An electric-based villain! The perfect test runner!" she reached into the bag strapped around Spider-Man and grabbed one of the many spheres inside. Quickly pressing the button on top, it started beeping loudly as she winded her arm back, "Go, my child!"

She threw the sphere like a baseball, and Electro prepared to counter it. What he didn't expect was for the sphere to suddenly explode into dust and release several massive nets of thin material that wrapped around him. The nets clung together like magnets and tightened around the villain, limiting his movement.

"The hell is this?!" Electro tried to shock his way out, but his power drained each time he tried.

"Ha! Nice try, but my nets are perfect conductors! Can't shock your way out of them, it only makes them tighter!" She looked to Kendo and Spider-Man with a smile and wide eyes, "Go on ahead, I wanna have fun with this one a bit longer!"

Spider-Man grinned under the mask, "Have fun, and thanks."

The duo ran out the door as Mei picked up more gear and tools, a large grin of excitement taking over.

…

Kendo rubbed the hand encased by the glove as they ran through the halls, feeling the material shift on her skin. It had a sense of comfortability that made her feel safer than she should. The glove fit with every movement, numbing the pain she felt from the cuts. It was like Peter was holding her hand, healing and protecting her amid this crisis.

As they reached the front door leading outside, Spider-Man stopped just as his hand reached for the handle. A tingling sensation surged through his head, making him back off the door to freedom. When Kendo caught up with him, she noticed his hesitation.
"Peter," She put a hand on his shoulder, "What's wrong."

His lenses shrunk as he turned his head to face her, "He's waiting for me."

"Who's waiting?"

The arachnid hero looked back at the door and gripped the handle tightly, "My mistake."

He pushed the door open, allowing the light to enter the hallway.

The outside was bright with the sun high in the sky, showing the time was about mid-day now. In front of the fountain far from them was Norman Osborn, the Green Goblin. He held his hand on the shoulder of an old woman. Her hair was white and her skin wrinkled. She was dressed in a long woman's skirt and blue top, with a pair of reading glasses tucked in her shirt pocket. Her legs were trembling, showing that she was feeling afraid for her well-being. There was no telling how much she has been through since her arrival.

Around Goblin were multiple figures, making a total of six. To his left were familiar figures like Sandman, Hydro Man and the Vulture. Sandman must have escaped his glass casing after they had left, hopefully Mei didn't get hurt when he did. To his right was Kraven and Rhino. Vulture was one he hadn't seen yet, sporting his classing green costume with wings under his arms. The old man slouched, his bones not as strong as they used to be. Meanwhile, Rhino was one he was most surprised to see, as he assumed he was still in prison. The villains all stood confidently, as if they had fully planned how the next five minutes would turn out for both sides.

"May Parker?" He asked aloud, trying his best to distinguish his voice, "Everything is going to be ok."

"Why are you doing a voice?" Kendo quietly asked.

"That woman is my Aunt. She doesn't know I'm Spider-Man and I'd like to keep it that way for as long as possible."

Kendo nodded, clenching her fists and getting ready for action.

"I'm here, Goblin!" Spider-Man shouted at him, "Now let her go, and we can settle this like gentleman. Well, gentlemonsters. You know what, I don't know the protocol here."

"I won't be releasing her just yet, boy," Goblin smirked sinisterly, "My friends here would like to have some fun first."

"Kendo," Spider-Man spoke quietly and sternly, "I need you to stay out of this fight. I don't want you getting hurt."

"Peter, I can help you fight them."

"And I could help you die, doesn't mean I will, though."

He made the gesture with his hand and shot a thick web down at Kendo's feet. They stuck her to the ground firmly, pinning her toes to the concrete with a death grip. Kendo struggled to pull the webbing off but found it to be useless.

"Spider-Man!" she scolded, "Don't! You'll be killed!"

"But you won't be and that's the point," He began walking closer to the sinister group, tightening his grip on the bag of spheres, with Kendo shouting at him from behind.

As Goblin took a step backwards, the other five villains took place in front, pounding their fists together and stretching their necks. Each of them had a bone to pick with the wall crawler, and none of them planned to hold back.

"Every prey has it's end, Spider-Man," Kraven taunted, pulling out a pair of knives, "When this is over, your blood will stain these blades, and I will hang your torn costume on my wall."

"This is actually nano-tech," He retorted, "I don't think it rips."

"Joke while you can!" shouted Vulture, "You can't fight us all!"

"Yes, I can," Spider-Man put himself into a fighting position, "It's just really going to hurt."

Rhino was the first to charge toward him, barreling his horn toward the arachnid's chest. Spider-Man leapt over him and slammed his feet on his back, pushing himself off into the air and throwing Rhino off balance. As soon as the hero landed, he immediately ducked to avoid Sandman's extending fist. He jumped again as his fist came back around, shooting a web and swinging away from him.

His swinging reached it's peak when the Vulture came swooping in. He grabbed Spider-Man and carried him high into the air, squeezing his arms against his side.

"You're out of your league, Spider-Man!" Vulture shouted over the wind.

"And you're out of your prime!" Spider-Man kicked his stomach and forced his muscles to release him. Jumping off Vulture, he threw a sphere out from the bag and let it explode in Vultures face. A large net wrapped around him and ceased his flight, sending him falling. The arachnid went diving toward the ground, building speed before he shot out a web and lifted himself just before touching the ground. Using the velocity of the swing, he kicked his feet directly into Kraven's chest, sending him skidding against the ground.

Spider-Man hadn't even touched the concrete before Rhino's fist smacked against him. He sent him tumbling, needing to shoulder roll into recovery and leap onto his feet. Once again, his spider-sense tingled, and he jumped away from a pillar of water that nearly crushed him from above. The water followed him as he continued to dodge quickly, only being scratched by the liquid a few times. Sandman formed from the ground behind him, throwing a sandy fist toward his back as Hydro Man threw one toward his front. Leaping away, the two fists collided and evaporated on contact. The two mixed and turned each arm into mud, slowly trying to recover their true forms.

Spider-Man landed on one knee after backflipping through the air. He looked around at the villains one by one, each of them recovering and surrounding him.

"When you die," Kraven recovered to his feet and inched toward the forming circle around the arachnid, "I'll show off your mask as a trophy!"

"I thought first rule of fight club was never talk about fight club?" Spider-Man cocked his head to the side, "Eh, different world, different rules I guess."

The circle grew smaller, the villains enclosed around him.

"Aw come on guys!" Spider-Man shrugged his shoulders, "I know I'm annoying, but it's a case of monkey-see monkey-do! I'm only trying to return the mental pain all your ugly faces give me!"

"That's it! I'm gonna drown him!" Hydro Man recovered his arm.

"But I can swim," The hero gasped, "Oh my gosh I never asked if you could even swim. How ironic would that be?!"

"Enough!"

Goblin's voice forced the criminals to stop in their tracks, backing off slightly. With his eyes squinted, he threw the old woman to the ground and let the pain hold her down. Spider-Man wanted to go to her aid, but Goblin's approaching figure made him back away.
"Perhaps it's best I take care of this myself," Goblin said, "Finally, this will end."

"Why do you hate me so much?!" Spider-Man asked, "What, did I steal your playing cards or something?"

Goblin stopped, raising an eyebrow at him, "You really don't know, do you?"

"Know what? That green is a horrible color on you? You're essentially a wannabe Hulk."

The monster's eyes filled with fire and rage, "You don't know. Of course, you don't. You're a smartass kid trying to be a hero, but you only make everything worse! People die because of you! Women, children, husbands, wives!"

His guard dropped, sensing the grief that his enemy was feeling. It made his heart ache with worry, "Did …someone you know die because of me?"

"Oh, my boy," He lifted his fiery fist, "The only death we will talk about here is yours."

The ringing in the young hero's ear returns. The colors around his vision shifted into a 3-D spectrum, almost disorienting to his mind. The tingling began forming in the back of his head, spreading down his body. Something changed in the atmosphere, something big had been added.

Or someone.

He flipped backwards away from the monster, just as something came flying from the sky. A massive fist collided with Goblin, smashing him into the ground and destroying the concrete below him. The sudden impact caused the other villains to back up in surprise, looking up at the body that the fist was connected to. It was a large woman dressed in a fancy costume, with horns coming out of her head. Her smile showed she was either confident, or cocky that this would turn in her favor. Her eyes drifted to the arachnid hero, and she winked at him.

"Sorry about the surprise," Mt. Lady said, "It's nice to see you again, cutie."