"So, that's why I came to you today."

The weak form of All Might held his skeleton fingers together loosely, adjusting his seat across from Principle Nezu. The principle was a smart man, smarter than most given his quirk. All Might came to him in the hopes of gaining some insight on the problem he's been having for the last few days. Its' been etched into his mind and he has been unable to suppress it. Talking it out with those he knew and trusted was the only way to get any real answers.

"You seem to be trapped between two versions of yourself," Nezu stated, spinning around in his chair, "One version of you wishes to allow Mr. Parker to continue on, knowing his intentions to be pure at heart. The other wants to stick to his sense of morality and do what all heroes must; keep the law in tact and oppose those who disagree."

"That basically sums it up," All Might put one hand to his forehead, rubbing his right temple, "Everyone is looking at me to fix this. He was my student, so he's my responsibility. Young Parker has only ever fought for others, though, and it feels wrong to treat someone like him as a criminal. I don't want to do that, but I feel like I have no choice."

"You are conflicted by your two lives. All Might, you cannot see your decision as a sense of duty. You became a hero to save people and do the right thing. The only way that you will be at peace with your choice is to listen to what your heart says, not your mind. Sometimes we need to ignore the conscious, and listen to what is truly inside of us."

He was right, All Might thought. He had been plagued by his sense of duty rather than his sense of Justice. Pursuing this case simply because he was a hero wasn't enough, he needed to personally come to the conclusion that this was the right choice, one that would do good rather than harm, "Thank you," He stood up and bowed to Nezu, "I'll take what you've said into careful consideration."

All Might left the principles office, feeling somewhat more stable about what it was he needed to decide on, but still unsure of the risk.

…

Thwip went his web, then again and again. Spider-Man swung across the city with one hand while holding his partner in the other. Below them, a train was beginning its run from the station. The two young heroes dropped onto the roof with a thud and he held her tighter so she didn't fall. While he may be able to stick to the surface, she did not have the same abilities. His grip on her only tightened as the train started picking up speed. No one inside realized they were there, and it was best it would stay that way.

Just before the train could leave the station, Spider-Man aimed his lenses at the train-route sign, zoomed in and clicked the side of his mask. A photo of what his lenses saw appeared in the corner of his HUD, and he observed the details carefully.

"Ok!" Spider-Man exclaimed, trying his best to talk over the roaring wind, "The train we're on will take around 30 minutes to reach Hosu! When we get there, we'll have to jump of the train since it doesn't actually stop there!"

"Lovely!" She said sarcastically, "What are we going to do when we get there?!"

"Fight and not die!"

"Couldn't we go in the train?!"

"And risk being kicked off?! No thanks!"

All they could do while the train moved faster was keep their bodies low to the roof so they wouldn't fall off. As the wind blew on their face, they filled their minds with thoughts of what they may end up facing. From the newscast, the creatures looked powerful and very dangerous. Their strength may have even rivaled that of Goblin or others. That thought worried Peter, especially considering he was taking Kendo with him. It was more than that, though, it went deeper somehow. There was a fear that he was feeling and he couldn't understand why.

Wasn't Spider-Man supposed to be brave?

After the 30 minutes had gone by, sticking close to one another and avoiding being blown away by the wind, they finally began to pass by Hosu City. Immediately they could tell they arrived when they saw how many buildings seemed to have caught aflame. Smoke was rising into the air and blanketing the city in a choking grey color. It was worse than they thought; far worse than what the news had expressed in their emergency broadcast.

"Ok!" Spider-Man exclaimed, "Get ready to jump, Kendo!"

Everything started tingling all over Peter's body, starting from the back of his head. Something around them had changed drastically in a short amount of time. He didn't need to see what it was to instinctively grab the back of Kendo's neck and push her lower to the surface of the train. Just as he had, a massive silhouette of two figures came crashing into the train car ahead of them, shaking the entirety of the train and likely scaring or even hurting people inside.

"What was that?!" Kendo asked.

"I don't know!" He stood himself and Kendo up, "Let's go see, and be careful!"

Right when they had begun to get closer, whatever had crashed into the train was tackled right back out. It was then he was able to get a look at the two figures; one was an ugly green brute, like the creatures in the news, and the other was a small old man in white and yellow, likely a pro hero of some kind. The two went crashing out of the train and down into the city, leaving a gaping hole in the trains side.

"Looks like things are getting dicey!" Spider-Man said, "We better pitch in and fast!"

His next thought was to go after the two fighting individuals and lend a hand. Before he could leap of the train with his partner, someone else beat him to it. From within the train car, a figure dressed in a green costume with a mask hanging from the back had jumped out the massive hole. He was leaving a trail of green lightning as he moved down the tracks and then leapt through the air, energy charging through his entire body. It was only a small glimpse, but he immediately recognized the figure as his dear friend.

"Midoryia?!" He exclaimed as Deku flew down into the city.

"What's he doing here?!" Kendo asked.

"Doesn't matter! He may need our help! Come on!" Spider-Man quickly grabbed Kendo by the hip and leapt off the train with her, shooting a web and swinging toward the many buildings.

Midoryia jumped from one wall to the next, green lightning emitting from his entire body. His power once broke his body whenever he used too much of it in one place, leaving him defenseless after a single attack. This, however, was no longer the case. It took him time, but he finally realized that he was using his power all wrong. Instead of charging that power into a single area, he took a risk and powered himself throughout his entire body, never turning it off. This led to what he now called 'Full Cowling', an improved use of his power than allowed him to fight without breaking. This was no time to fawn over the new use of his abilities, though, not with people in danger.

The arachnid hero tried his best to swing and keep up with the green hero, but he was moving too fast for him. He had never seen Izuku use his powers in such a way before. Had he learned how to do this from his internship? Did he finally figure out the secret to regulating his abilities? How did he come across the solution so fast? It had only been a week since he last saw him.

Their chase for the green hero was cut short when one of the creatures, specifically that of having wings, flew toward them at an alarming rate. Spider-Man yanked on the web he swung from and brought his and Kendo's bodies upward at a side angle, dodging the Nomu's attack but still feeling the wind of his entry. The Nomu came to a slow stop, unable to fully control its own momentum. Spider-Man and Kendo landed down on the nearest roof and watched the flying Nomu regain its composure.

Just ahead of the arachnid, Izuku heard the sound of the Nomu flying around. When he turned around to see the noise, he found the flying creature in all its hideous glory. His first thought was comparing it to that of the Nomu he saw at the USJ. The second thought, however, was who the creature was facing off against. He didn't recognize the girl in the hood and mask, but he knew that spider logo anywhere, even if it was a different costume.

Immediately, he positioned his foot on the nearest wall and pushed off of it, going in the other direction at a quick rate. He continued to parkour his way around the area until he reached the flying creature mid-air, and smacked it across the face with his fist, yelling the word "Smash!"

The Nomu went barreling through the air as Izuku landed on the same roof as his friends, his arms up and ready for a fight. Seeing the lightning trailing off of Izuku up close was a surprise for Peter. He never expected his friend would get so strong so quickly.

Why was he feeling envious about that?

"Peter!" Izuku called out, "Are you ok?!"

"We're fine, thanks!" Spider-Man pointed upwards, "But we have bigger problems!"

The flying Nomu came flying back down head first, and the three heroes jumped out of the way just as it crashed into the roof. Dust flew everywhere, temporarily blinding them. In that moment of weakness, the Nomu flew right back up and charged for Izuku, wanted revenge for the pain he caused. Spider-Man quickly shot a web at his wings and stopped his flight, pulling tightly on them.

The Nomu tugged and Spider-Man struggled to keep a grip. To retaliate, the arachnid swung the Nomu around in a circle, taking control of its momentum.

"Is the street clear?!" He asked.

Izuku looked over the edge of the building, "Yeah! You're good!"

Spider-Man quickly arched his arms coming toward the end of his swing, and chucked the creature straight down toward the ground level. A massive crash could be heard, and dust flew up into the air to confirm the impact. For a moment, there was no more movement, so they assumed they were safe.

They were wrong.

The Nomu came flying right back up, as if it barely felt a thing. Its wings brushed off dust with every flap, and it only looked to be more enraged than it was before. There wasn't even a bruise, as though it couldn't take damage nor feel any pain.

"What is this thing?!" Spider-Man asked.

"It's a Nomu!" Izuku answered, "The same kind of creature that attacked the USJ! The one that All Might fought! This one is different though; I've never seen it before!"

"We can't damage this thing!" Kendo said, "We may have to restrain it instead!"

Instantly when she spoke, Izuku had recognized her as Itsuka Kendo; he knew that voice anywhere. It was no surprise she was here if Peter was as well, but that still begged the question as to why.

His thoughts were cut short when the creature landed on the roof, and prepared to swat at Izuku. As it through the attack, Izuu engaged his full cowling and twisted his body over its arm, scathing the surface of its skin. With it recovering from the attack, Spider-Man came in with his web shooters ready and slid under its legs, shooting a web directly at its face and pulling down. The Nomu crashed face first into the roof and Spider-Man leapt back over, blanketing it in a tight web and sticking it to the surface of the building.

The Nomu struggled greatly but found it difficult to escape the grasp of the webbing. It screeched and cried but nothing seemed to be working. It wouldn't hold forever, but it was good for the moment.

"Peter!" Izuku exclaimed, rushing over to him, "What are you and Kendo doing here?!"

"…Some disguise," Kendo groaned.

"We heard about the attack here," Spider-Man answered, "We came to help. What are you doing here?"

"Grand Torino – the Pro I'm assigned to – was taking me out on a late-night patrol when the train we were on was attacked!"

"Yeah, we saw that part," Spider-Man gestured to Isuku's glowing body, "But how long have you been able to do that?"

"This?" Izuku put a hand on his chest, "I realized I was going about my power all wrong. I was putting all my energy into one spot at a time, when I should have been putting 5% into my entire body, never turning off the switch!"

Midoryia was smart, Peter knew that from the beginning. It astounded him how he was able to turn a crutch into a strength in such a short amount of time, a skill he wished he possessed. As much as it pained him to admit, he was feeling jealous of his new found strength. He was always good at fighting even before this new take on his powers. Why did this bother him so much?

More fires erupted in the distance, causing screams of panic to echo through the night sky. The three knew they haven't the time to catch up, not with lives on the line.

"We'll have to catch up later, I can't sit here and do nothing!" Izuku said, "Grand Torino may need my help! I've gotta find him!"

"By yourself?!"

"Peter, I don't have a choice!" He argued.

Though he wished to argue with his roommate, he knew that look all too well. Izuku need to do this, its what his heart wanted him to do, and Peter had no right to tell him otherwise.

"Be careful," Said Spider-Man, "And call Kendo's phone if you need any backup!"

"Got it," Izuku jumped to the edge of the building, then turned around and said "It's good to see you again, Peter" before leaping off into the dangerous city.

Just as Izuku had left, the Nomu broke out of its containment, surprising the two remaining heroes. Instead of fighting them, however, it jumped into the air and took off down the street at a blinding speed, the wind from its wings nearly knocking Kendo and Peter off the roof.

"We gotta go after it!" Spider-Man said as he grabbed Kendo by the hip, "Hang on!"

He leapt off the building with her in hand, firing off a web and swinging in the direction of the flying Nomu.

…

This wasn't how Kyoka had expected tonight to go. The idea was to work side by side with another agency, but it went haywire rather quickly. Not long after meeting with their group and starting their patrol of the city is when everything collapsed. Buildings caught on fire, and these creatures were spread out across the streets. It was a real nightmare come to life, and it was only getting worse. Due to the sheer chaos, Kyoka ended up being separated from the Pro heroes she was working with. She was alone now, running for her life as screams echoed behind her.

This was nothing she ever trained for.

Another shriek caught her attention and brought her to an abrupt stop. Her chest went in and out as she breathed rather quickly, trying to figure out where that noise came from. It was terrible, like a child being tortured or an animal being skinned alive. She had never heard anything like it and it made her wonder who may have been in pain.

"Hello?!" She called out, "Where are you?!"

The screech sounded again, and she pinned the source to be coming from one of the tipped over vehicles lying in the street. It was crashed, the tires popped and the windshield shattered. Someone may have been hurt and was likely in excruciating pain. She may not have been allowed to fight villains, but saving people from disasters wasn't against the law.

"Hang on!" Kyoka Jiro shouted, "I'm coming! Just hold on!"

Without a second more to catch her breath, she sprinted over to the wreckage and got a good look at the overall damage. There were claw marks all over the car, as if someone or something had attacked it, yet there was no sign of them. Oil was leaking from the side, thankfully there were no sparks to cause a fire.

She came to the other side of the vehicle, only to hold her mouth in a large gasp.

Laying there next to the open door of the driver's seat was a man, emphasis on that it was. His body was covered in a pool of his own blood, his stomach seemingly torn open. It was a gruesome scene to watch and she couldn't bare it any longer. Turning away, she almost found herself puking. What could have possibly done something like this? There was no mercy in the damage done to the poor man. She couldn't even make out his age with the blood covering his entire body. He must have been in horrible agony before death finally claimed him.

Screech went the air once again, just like before. This confirmed that the scream she heard didn't come from the man, but more likely from whoever killed him. If she could still hear it, then it was still around here somewhere. Kyoka had looked around but found no trace of where the sound was coming from, like it was everywhere and nowhere all at once. The panic made her breathing speed up rapidly, and she couldn't control her heart rate. This wasn't like at the USJ; this was so much worse than that.

"Scared, little girl?" A graveled voice laughed maniacally, seeming to come from nowhere, "I love the look of fear in their eyes, sometimes they get stuck like that after it's all over!"

He was talking, unlike the creatures who attacked before. Whoever this was, they knew what they have done, and were proud of it.

Just as she was placing her foot to start running away, something wrapped tightly around her body and yanked her upwards. She yelped in terror as she was held a few yards above the ground. In front of her, a figure was sticking to the wall. It was shaped like a human, but covered in something she had never seen. The material covering him was red, with a few shades of black scattered about. His eyes were a white color that reminded her of the shape of Spider-Mans mask lenses, only sharper and more terrifying. The mouth looked to be fused with whatever substance was on him, as if they were fully one in the same. His right arm had extended the substance and wrapped around her, squeezing her arms so tightly that it pressed against her body painfully.

"Hello, pretty, pretty girl!" The strange monster greeted overenthusiastically, "What do we call you? My name is Carnage!" His voice deepened for his name, as though someone else had chimed in to speak, "You should have kept running! Kept running and running until you were far away, because now bad things have to happen! Bad, bad things!" he laughed again, rather uncontrollably.

"Let me go!" She shouted, "You don't have-"

"-Have to kill you?!" He finished, "Why not?! It's fun! It's really fun! When the blood leaves the body and spurts like a fountain, it's just so exciting! Don't you think?! Do you wanna see?!"

He was crazy, that much was obvious. There was no way she was going to talk her way out of this one. Instead, she quickly lowered the ear jacks connected to her ears and plugged them into her boots, "No thanks!" She shouted, pumping sound through the speakers and hitting him with a direct attack. The soundwaves forced him to drop Kyoka from his grip and hold his body in agony. She hit the ground hard, but thankfully nothing was broken.

The substance on Carnage had withered for a moment, like tentacles moving uncontrollably. When she saw that they were slowly beginning to settle, she took the opportunity and ran down the street as quickly as she could.

"She's smart!" Carnage screeched as his body reformed and healed, "I hate smart people! Hate, hate, hate!"

She ran as quickly as she could down the streets of Hosu City, not daring to look back. There was no point to it, she could hear his terrifying laughter creeping behind her, getting louder with each step she took. She couldn't out run the monster forever, nor was she sure she could even fight it. The law prohibited her anyway, but did that matter when her life was in danger?

She turned a corner quickly and almost bumped into a man, losing her balance until he caught her and helped her back up. She looked at him, the first detail she noticed being the scar on his head.

"You ok, kid?" Jin Bubaigawara raised a brow at her, one hand still in his pocket.

"You need to run!" She begged, "There's a monster after me!"

A monster? Said the voice in his head, I wanna see! I wanna see!

Another screech and horrible laughter caused her to jump in place before grabbing Jins hand, "There's no time, this way!" She begged again as she dragged Jin into the nearest alleyway. Though he protested, they hid quickly behind a large trash bin, just barely peeking out into the street.

Carnage landed on the sidewalk, looking around for his pray like a wild animal. He snarled and growled, but no one seemed to be in sight, "Where are you, pretty girl?!" He shouted, "I just wanna play! I have this massive crush on you!" She squeezed his hands together, extending his claws, "And I'm dying to know if you like me back!"

Carnage left their field of vision, no where to be seen. She wasn't sure if that was good thing or not.

So much for the comic book convention we were going to, The voice in Jin's head spoke with disappointment.

"What the hell was that, kid?" Jin asked her.

"I don't know, I-"

Her sentence was cut short by Carnages arm extending and wrapping itself around her, dragging her further into the alleyway and up the wall of the building. They were two stories up now, a drop like that would hurt far worse. She screamed in surprise, and Jin could only watch from the ground level.

"Finally!" Carnage said, "I've been looking for you! Your father wants you home by 9! Though, he never said in one piece!" He laughed.

Poor girl. Hey, wanna help?

"You wanna help her? Since when are we trying to be heroes?" Jin asked himself.

We're not! But that Peter kid said we should make friends! Good place to start!

"I don't-" He couldn't finish as a massive headache came on, and he planted his hand on his scar. The pain started to become overwhelming, as if he was going to split in two at any moment, "No! Not again! Not-!"

In a panic, he started reaching for something in his pocket. What he pulled out was a mask with white eyes, with a grey color for the top half and a black color for the bottom. He didn't hesitate to force it over his head, stopping all pain and struggle.

"Now, you're mine!" Carnage said as he inched his face closer, opening his monstrous mouth to bite down. Just before he could, though, something sharp sliced against his back. He screeched and turned to look at Jin, who wasn't really 'Jin' anymore. With the mask fully on his head, it was as though he was someone else now. Half of Jin, half of something new. In his hands was ruler tape, silver and rather sharp.

"Don't make me report you!" He shouted, his demeanor suddenly changing swiftly, "That poor girl is so terrified! Please put her down!" he sounded as though he was about to cry, contradicting his own emotional state.

Carnage only shrieked in response, earning another whip of his ruler tape. The tape sliced across his face, making him drop Kyoka instantly and hold his wound. As she fell, Jin rushed forward and caught her in his arms, smiling brightly under his mask as if he won a grand prize.

"Don't worry, citizen!" he mocked that of Pro hero talk, "You shouldn't have been such a rat or the lion wouldn't hunt you!" he insulted, the smile under his mask gone entirely.

"…Who are you?" She asked.

"Me? Me?! Dumb question, hate it," He laughed, "But you can call me Twice! The name, I mean. Unless you want my number. Actually, no, too young, bad Twice!"

Another screech from the blood colored monster forced Twice to put her down on her feet.

"We better get a move on, little lady!" He grabbed her arm, mimicking the accent of a cowboy, "That man there is a r-e-a-l killer!"

The two took off out of the alleyway, leaving Carnage to tend to his own wounds without any pray to snack on.

…

Swinging through the smoke of the fires was a choice he didn't make. The streets were filled with the smoke of the burning buildings. Pro heroes were doing their best to maintain stability within the crisis but the chaos was spreading too fast. They were too engulfed in mayhem to even notice Kendo and himself swinging just above them. At this point, they had lost sight of the flying Nomu. It was flying just too fast for them to keep up with it and had turned a corner faster than they could.

"There's no way we're gonna find this thing!" Spider-Man stated.

"What do we do, then?" She asked.

Their answer came with the sound of crumbling rocks. Below them, down a few blocks, a bus full of people were trapped in a sink hole. The half of the bus still above ground was barely balancing on itself, a few moments away from the ground collapsing and sending them all six feet under. It didn't help that everyone inside was panicking and making the bus tip back and forth like a seesaw.

"Damage control!" He responded, "Let's go!"

The two swung down to the ground level and sprinted for the bus of panicked civilians. Seeing the two young heroes come their way, they weren't sure whether or not to be relieved.

"Everything's going to be ok!" Spider-Man stated, running to the back of the bus, "Everyone just stay seated and hold on tight!"

When he reached the back, he noticed the condition of the back-emergency exit. It had been slammed into, likely by one of those Nomu, and twisted in a way that forbid opening it for the passengers. No wonder they hadn't already vacated the vehicle. The only other exits were the driver's door and the emergency roof hatch, and the driver's door was hanging over the pit.

Without much choice, the civilians inside did their best to stay still in their seats, some having to stick to the floor with no seats left. Many regretted getting on the bus, only having done so to quickly escape the crisis and evacuate the city. Their fear made them shake in their shoes, begging for a Pro to come and save them. Some had assumed their prayers had been answered, unaware of Spider-Man's current status.

Spider-Man Positioned his legs in a near squat position before grabbing the end of the bus from underneath, and pulling as hard as he could. The bus began to slip out of the hole and back onto solid ground metal scraping against the street debris. The some of the people inside rushed to the back to get a front row view of the hero fighting to save them, and pulled out their phones to film it.

Part of the ground beneath the bus collapsed into the sinkhole, forcing the opposite end to drop suddenly. The impact of the bus's exterior against the edge of the hole pushed Spidey off balance and made him skid a few feet toward the hole. Everyone inside screamed in panic, which only shot adrenaline through his veins. The only other solution he had was to shoot a web net into the hole to catch the bus, but he couldn't trust the ground around it would hold.

With a final tug, he began dragging the bus out of the hole and turning it sideways parallel to the accident. One wheel in the hole had nearly tipped it over, but he was able to keep it upright long enough to make the bus face toward the sidewalk, and bring it to a stop just in front of the sinkhole.

"Did you see him?!" A civilian inside shouted, "Who was that?!"

A thump on the roof, and the emergency door above them was ripped open, revealing the arachnid hero himself standing there tall and proud, "Hey there, I'm your friendly neighborhood Spider-Man. We hope you've enjoyed this tour of Hosu City," He reached his hand down into the bus, "But it's time to vacate the vehicle."

One by one, he pulled the civilians through the roof exit and lowered them down to the street next to the bus. The people already set on the ground made an effort to help the others get off the roof, letting them fall into their grasp to avoid a harsh landing. They moved as quickly as they could without causing injury. All of the civilians were eventually taken out of the bus and placed safely on the ground, relieved they were out of the grasp of death.

"Thank you so much!" A woman praised them, "Who are you?"

Before either Kendo or Peter could answer, another man spoke up with a sour tone, "Hey! I know him! That's the spider guy from the news! The one the police have been after! He's a villain!"

The crowd started murmuring, wanting to back away at the mere possibility of him being a villain and branding him as such in their minds.
"He saved our lives!" The woman argued, refusing to lose faith in the one who saved her.

"We should run while we can!"

Some of the civilians started running immediately, no longer feeling safe around the arachnid hero. They held onto their kids and loved ones as though he would snatch them right out of their grasp. Some stayed, but very few, and they were still unsure of what to think.

"Hey!" Kendo shouted to those running away, "He saved you!"

"Spider-Girl, don't," He said, holding out his hand to her so she may join him on top of the bus.

Letting herself be hoisted up, she gave him a confused look, "Spider-Girl?"

"What else am I suppose to call you right now?"

"Not Spider-Girl, I'll tell you that," Kendo looked to the runaways, glaring daggers and expecting them to actually hit, "They don't know what they're talking about, Pete."

"It's no different from back home," He pointed out, "The news always branded me a menace no matter what I did."

She tuned to look at him, rather surprised by this fact, "What about the Avengers? Did they not do the exact same thing you did every day? What was the difference between you and them?"

The answer was simpler than she may expect. The Avengers had their own tower, their own jet, a mansion, everything. They were able to tackle threats all over the world and handle god like figures because that is what they did. They were the very definition of heroes. Spider-Man however needed to dumpster dive to make his gear, lived in his aunt's house, and was restricted to his friendly neighborhood. The fact was that he was small scale, and they were the big leagues.

A loud burst of sound waves erupted a couple of blocks down from where they were, shattering many windows in the process. Glass fell from the buildings and went shooting toward the ground at bullet speed, shattering further upon impact. Cracks formed in the buildings base structure, unable to withstand the sheer power. The sound waves were nearly visible having been shot upwards from the street. It startled them both, shaking the bus slightly as the sound caught up with the environment. Both young heroes turned to see the destruction as it was too loud for them to ignore. Though Kendo was lost for words, Peter recognized the attack well, having fought it once before.

"Kyoka?" Spider-Man questioned allowed.

"Your classmate?" Kendo asked, "She did that?!"

He grabbed her by the hip, "Come on!" Wasting no more time, he shot out a web and pulled on it, letting the tension release and fling them into the air.

…

Kyoka shot another wave of sound up into the air, trying to aim them at the red monster that clung to the walls above them. Every time she fired off a shot, he would jump to the next building and the attack would ruin the wall instead, shattering windows and causing debris to fall over. It came to a point where she moved desperately to hit him, flailing her attacks and doing more harm than good. This wasn't like the USJ attack, or any of her classes with All Might. This was far more dangerous than anything she had faced before. The villains of USJ didn't have to kill her, only if they needed to. This guy, however, felt as though he had to end her life in the most violent way possible.

Twice kept his distance from Kyoka, not wanting to be caught in any of her attacks. Saving people was not something he considered doing, especially since he knew he was anything but a hero. He did this for one reason only, to make a friend. This is what friends do, right? They help each other out of bad situations? How can he expect to make friends if he doesn't try to be nice in some way? Perhaps that's simply the voice in his head talking, taking over most of his thought process.

Or maybe he just didn't want to see the little girl die. After all, he had already seen enough of his own blood spilt.

"Ya almost got 'em!" Twice shouted, "If you're aiming with your eyes closed!" he spat aggressively.

"Will you be quiet for a second?!" Kyoka shouted, turning her head to him. In that moment of distraction, Carnage came swooping down and tackled her with his legs. His toes extended into claws and kept her shoulders pinned down, using his hands to hold her earjacks.

"Do it again! I dare you!" he threatened, "Then I'll have a reason to rip these off your ears! Blood will go everywhere! Blood, glorious blood!"

Spider-Man swung down to the scene and quickly dropped Kendo to her feet. What greeted him upon arrival was a sight that made him sick to his stomach. The image of Carnage just a few yards away brought back unforgivable memories. The maniac who murdered others just because he found it fun, who took hostages then killed them immediately to play with everyone's feelings. He was a direct result of one of his greatest mistakes being exploited in ways he never could have imagined. Just seeing him again, all he could picture were dozens of bodies littered across the street.

And he wasn't about to add one more.

"Carnage!" he shouted, leaping forward and throwing his right heel at the monster's jaw. It landed with massive force, sending ripples through his gooey exterior. Carnage flopped off of Kyoka and rolled over to his side, holding his face while he began healing himself. He screeched that famous sound to portray his agony.

Spider-Man grabbed Kyoka by the arm and lifted her up without so much as warning her. He knew exactly what Carnage was capable of, and knew he wouldn't be down for very long, "Get behind me!" he commanded, standing in front of Kyoka while she processed what was going on.

"Peter?!" Kyoka questioned, "What are you doing here?!"

A thousand thoughts ran through her head. Seeing Peter, even in a different costume, made her head spin in multiple directions. This was someone she considered a friend for some time, trusting him as an ally and defending him when others were against him. Recently, she's only seen him as a criminal and a liar. Now here he was, saving her life and defending her like the hero he was. Being pulled back and forth like this was not something she enjoyed. It seems like she'll never have time to let her mind settle on one preference for how she feels about him.

Carnage's face quickly healed as if nothing had even happened, and he positioned himself on all four limbs like a rabid animal. He even snarled and growled with rasp in his voice, "That was not pleasant, Parker! Not pleasant at all! Carnage wants to see your blood as an apology! Say you're sorry! Say it!"

"I'm sorry I didn't hit you harder!" He exclaimed as he rushed forward, too consumed with the rage of his past victims.

He first did a small hop and swung his back leg toward his head, but Carnage ducked under and slid behind him, readying his arm as a sphere and sharpening the end. He turned around and twisted his body to face the deadly attack. As his arm came in, Spider-Man pushed his hands off the top where it was the dullest, and flipped forward over him. While airborne, he shot his webs at Carnage's back where they stuck tight, and he swung forward. Carnage went flying straight into the air before slamming into the street with such force as to crack the ground below him.

The monster quickly stood up, no longer finding this fun. That was the fun of killing, it was always so exciting. Seeing then stare in terror before he rips out their guts, or tears out their eyes. When the run away, it's like a game to them. It's even fun when they try to fight back, the challenge was always a blast. This, however, fighting Parker, this was not fun. He hated losing, he hated not getting to kill anyone. It had been too long since his last slaughter, and he needed his fix as though it was a drug.

"No fair!" he slammed his foot against the ground, throwing a child's tantrum, "No fair, no fair, no fair! I hate you! Hate you!"

Thrusting his arms forward, they extended into small strands that shot at Spider-Man with high speed. He did his best to maneuver and dodge the attacks coming at him like slow bullets. A few of them managed to nick his arms and legs, but he dodged them as though he was playing twister, jumping up and down. It was the same as fighting Kamui Woods, just having to move a bit quicker. The difference was that even when he dodged them all, they would simply retract and fire off again like reloading a gun. He only had a second and a half between each flurry of attacks to catch his breath. It was just enough time to make his move.

When Carnage went to reload his attack, Spider-Man web-zipped himself toward his enemy and grabbed him by the shoulders, flipping over and slamming him into the ground again.

The monster wasted no time, unlike before, and quickly jumped up to tackle the arachnid. They rolled into a wrestle for dominance, Spider-Man managing to gain the upper hand and keep him pinned down.

"Kyoka!" Spider-Man called out, "Shoot us!"

"Are you sure?!" She asked concerningly.

"Do it!" He commanded.

"I will rip out your heart if you even dare!" Carnage threatened her, "I will hunt you down and tear those ears right off and make you choke on them!"

Knowing how insane he was, Kyoka could only take that as the truth. The attack didn't work on him before, so what was this one going to do differently? He would just get right back up and do exactly what he says he will. That fear sunk deep into her core, freezing her in place rather than acting on her instincts.

"Kyoka!" Spider-Man begged, "Hurry!"

Without her attack, Carnage was able to push Spider-Man off and form a blade with his right hand. He sliced forward, cutting across his chest but only his flesh. Again, he sliced, and Peter backflipped to avoid it, jumping to the wall behind him and bouncing off it to soar over like an eagle. He landed next to Twice, only taking a second to give him a confused look. Carnages screech pulled their attention. This time Twice was the one to act, grabbing his tape roll and swatting it at the creature. Its surprisingly sharp edge cut right across his face, blinding him and sending him crashing into a mailbox on the sidewalk.

"Nice assist!" Spider-Man complimented, "That'll give us a second! We need to get clear!" He turned to look at Kendo, "Time to go!"

Kendo ran up to Kyoka and put her hands on her shoulder, "Jiro, we need to go!"

Finally, she snapped out of her fearful state, and nodded in agreement. Spider-Man took lead and ran down the street with his three allies close behind him. Carnage was still recovering the wound on his face and body, crying like a baby with nails in its throat.

This was not fun for him, not fun at all.

…

The red monster didn't seem to have been following them anymore. Despite this, operating in plain sight wasn't an option, not with the maniac's high senses rivaled only by the arachnid himself. Shelter was needed, and desperately, and they put their trust in Peter to find it. The very fact she was following him right now set a divide in her mind. This was the same boy who gained their trust in class, then threw it away to become a vigilante. The same boy who faked his papers and who knows what else. Just a few hours ago, she was believing she could never trust him again. Yet, here she was, having no choice but to place that trust in his lap.

They finally found a building under construction, abandoned likely due to the crisis across the city. It was still in the foundation phase, the only walls being on the first floor. Below them was primarily dirt and concrete dust spilled from their bags. It was secluded enough to buy them some resting time, and that was enough for now.

The four of them caught their breaths, even Spider-Man, who usually has outstanding stamina.

"What the hell was that thing?!" Kendo asked, standing up straight and stretching out her back.

"It's been chasing us," Kyoka answered, "I don't know where it came from or who it even is!"

"His name is Carnage," Spider-Man answered, having already regained his oxygen faster than the others and looking out onto the streets from the door whence they arrived, "That's what he calls himself, at least. His real name is Cletus Kasady, a serial killer given the power of something called a symbiote."

"A symbiote?" Kendo pondered.

"They're ...well," It would be hard to explain that the symbiotes were from outer space, aliens from another world. At least it would be hard to comprehend for Kyoka and their other guest, perhaps not so much Kendo, "Basically, his …quirk is that he can use this living substance that turns him into Carnage. He's crazy, and powerful, that's why we needed to get you away from him. Once he picks a victim, he doesn't stop until either they're dead, or he finds a new toy to play with."

Kyoka scoffed, "Of course you would know him. Trouble seems to follow you wherever you go."

He stopped looking out the door and turned to face her, feeling the daggers she stared at him. Its no surprise she isn't happy to see him, he expected as much from most of his classmates, "Kyoka …I know we haven't talked since the festival-"

"I'm caught up, don't worry," She scolded, "The news was pretty fluent with how you abandoned everyone and became a villain."

"I'm not a villain!" he argued, "I'm a vigilante. I do everything the heroes do-"

"Without permission, therefore breaking the law! Why the hell did you even bother saving us?!"

"Because it's the right thing to do, dammit!"

An uncomfortable silence fell on the room, dark vibes coming from both Kyoka and Spider-Man. It likely didn't help his case that he was still wearing his mask. All he wanted was for her to be comfortable with his presence and trust him. Reaching for the back of his neck, he removed his mask and held it firmly in his hands. His identity was no secret here, after all, so he didn't mind their guest very much.

"Kyoka," Peter began, "I did lie about my entry papers. I lied about a lot of things; I admit that. But I really do see you as my friend. I still care about everyone back in our class, that was never a lie. Everything I did, I did so for good reason."

"From your viewpoint," She countered, "You did it to conserve yourself."

"…I did," He admitted, "I was weak …like I always am."

Kendo cut into the conversation, not having any of what he was saying, "You aren't weak, Peter."

It was sweet of her to argue against it, but he knew it to be true. There was a voice deep inside his head that told him this, and it would never shut up no matter how much he tried. Failure was always right around the corner for him, like speedbumps you just couldn't avoid. It haunted him ever since his arrival, maybe even before that. His mind travelled back to his conversation with Tokoyami. Finding out how Momo and Mina felt about him at the time scared him to death, made him feel so weak as he was unable to prevent it. Tokoyami tried to tell him he wasn't weak, but that was a concept too difficult to grasp, even now.

"…Do you know how many times I've failed since coming here?" Peter asked genuinely, "I couldn't beat Rhino without Mt. Lady. I didn't stop the Sinister Six on my own. Tombstone kicked my ass and there was nothing I could do. Nightmare had me dead to rights until Kendo showed up to save me. Even now, I'm struggling to hold my own against my worst enemies. All I've done since coming here is be one huge failure. I know how weak that I am, and I know that doesn't make it any better …" he paused, avoiding her eyes, "I'm just trying to do what my Uncle taught me, Jiro."

She tried to avoid them, but his words did hit her. It took real guts to admit your own weaknesses, especially when becoming a hero meant being h strongest you could be. Most who argue for their side would point out the positives, and try to make the other look stupid, but not Peter. Peter was willing to admit he was faulty rather than attack her own views. Something about that approach resonated with her.

Twice had a different reaction.

He didn't hear a single word he said, opting to only focus on his face. That was the face of the boy he met at the Soup Kitchen, the one who's advice put him in this strange situation. It was all making sense now; no wonder the kid was poor. He was a vigilante, an outcast just like he was, struggling to find his strength and his place among normal people. Seeing him here was like a strike from reality, pulling him back into one piece.

Twice groaned softly, sitting himself down against one of the support pillars, rusty bars still sticking out of it. His falter caught the arachnid's attention, and he rushed over to him on one knee, "Hey, you ok buddy?" He asked, "Did you get hurt?"

Twice held his hands to his head, feeling the confliction grow too much for him to bear. He ripped his mask right off his head and threw it to the ground, breathing heavily as though his head had been in a plastic bag a second too long. Peter instantly recognized him, and was rather surprised fate had played her cards this way.

"…Jin?" he questioned.

"Give me a minute …" he groaned, feeling the balance of his mind return to him.

Peter turned to address Kyoka, being that she was with him when they found them, "How do you two know each other?"

"I …just ran into him on the street," Kyoka answered, "I didn't want Carnage hurting him too. It's my fault he's even roped into this …" She pouted, "It's my fault we didn't stop him."

"Kyoka-"

"I need a minute."

Kyoka strolled to the other side of the complex, still within view but far enough from direct earshot for synthetic privacy. Everyone around him seemed to be stressed and worn out, and he couldn't blame them. Carnage was no joke, especially for those inexperienced with fighting him. The monster was still out there, still looking for them, for anyone he could sink his claws into. That wasn't something he could allow.

"Spider-Girl," he called out.

"Stop calling me that!" Kendo argued.

"Watch over them for me while they recover. I'm going to take a sweep of the area and see the state of the crisis. If I'm not back in 30 minutes, get them both out of the city."

"...Peter, I'm not going to abandon you-"

He walked up to her, placing a hand softly on her cheek, "If I'm not back in a half hour," He spoke softly, "Get out of the city, please."

This wasn't a leader commanding his troops to act, this was her partner quietly begging her to stay safe for him. It's exactly the kind of thing she would ask of him if the situation was reversed. Arguing at this point would simply seem hypocritical.

Superheroes were essentially super powered hypocrites, after all.

"…Please stay safe," She asked.

"I will," he kissed her forehead before putting his mask back on and running out the door, swinging into the night. Kyoka didn't bother to watch him go, but winced when she heard his web shooter go off. There he went to fight the battles she was too terrified to fight. Had she been brave enough to fire that blast, perhaps this Hell would be over.

Assuming Hell would be any better.