"YOU SHALL ALL RUE THE NAME, LADY STILT-MAN! "

"Get out of here you biter!", a young teen shouts from the sidewalk.

"I'M DOING A HOMAGE YOU LITTLE $!#*!", the self named Lady Stilt-Man shoots back. Almost pausing in her 20 foot tall steps, she decides not to get into it with some punk, not while she's actually getting away with bags of money.

It's been 6 blocks in the middle of the day since she robbed the bank. 4 blocks since she left the police in the dust, and at least a block and a half since some costume vigilante should have shown.

"I think I'm in the clear", she speaks in a normal, in door voice. A watery smile breaks out on her face, "I'll finally be able to do the Stilt name proud!"

Reaching up to rub her eye with the strap of a duffel bag of loot, she almost misses a silken looking net stretched out across the street above any street traffic. Prefect height for her to get stuck in. "Not this time."

She veers to the left just in time and bolts down an alley. Reducing her stilts to avoid fire escapes and laundry lines, she tries to keep from panicking.

It's one of the Spiders. If she's lucky, it's Spider-Girl. She could probably take her. She doesn't entirely remember any of the Spider-Women shooting webs.

And last she heard, the Spider-Man went all pompous and emo before being outed as some kind of evil robot. She thought the original came back during that whole Goblin thing, but he seems to have disappeared too. And she has yet to run into the one swinging around now.

"Thump!" "Ow!"

She stops at the dead end and rubs her nose. Thankfully the helmet took most of it otherwise she might have broken something. The villainous Lady Stilt-Man turns to examine other routes of escape, when something catches her attention.

In the shade given by the building, staring with oversized white eyes, the figure she remembered the news called Venom. He just sat there, on the wall like all the bug people like to do. Watching her.

"H-ha ha! You've fallen into my trap!", despite the stuttering start, she believes she's put up a decent intimidating aura.

The dark spider figure slowly eases his way down to the ground, still watching her.

Seeing him move Stilt-Lady examines him closely. He was lithe, streamlined, not bulky like Venom. Her eyes were drawn to his chest while he stood, arms by his side, watching her. There was the infamous white spider emblem.

"Y-you're Spider-Man r-right?", her facade slowly crumbling while she's trying to think of an exit strategy.

The Lady Stilt-Man remembers now. The tales she managed to hear from some veteran Spider-Villains. She remembers them talking about this suit. How the arachnid was no longer jokes and endless prattling. That dark costume and silence meant he was playing for keeps now.

"You can't stop me", the homage shouts. Whoever this was, they were about to learn they can't compare to the mighty-

Lady jumps a little as he finally takes a step toward her. What would Stilt-Man do in this situation?

The villain activates her extending legs, determined to escape to fight another day.

What she failed to realize was that she was pressed against the wall of a building when she started rising.

Zooming up, she connects fully with a window unit ac. "Aaarrrggghhhh! $!#!", she grabs her head as her legs retract. Back on the grounds she stumbles on to her butt holding her head and muttering curses.

Lady Stilt-Man pauses in her pain to look up to find the dark Spider-Man standing over her, watching.

Half out of fear, half pain, and half fatigue, she raises her gloves up side by side in a gesture of surrender and tells him in a small, pitiful voice, "I'll be good."

The police finally catch up 5 minutes later to find Lady Stilt-Man, wrists webbed together, sitting down at the end of an alley crying. Next to her are the duffel bags of money that she stole.

High above watching the scene, the Man Without Fear listens with heightened hearing to the villain's confession and story of what happened. His head turns where the dark spider figure lands a second later.

Rising to his full height, the 2 vigilantes stare at one another. The rooftop showdown lasts but a few moments before a muffled snort rings through the air.

The hero known as Daredevil cracks a grin at the sound. "I told ya", he doesn't try to keep the smugness out of his voice.

"Ha- ya, ha- yes you did- gasp", Spider-Man is holding his knees trying to regain his breathing from laughing. Straightening up, he directs his attention to the horn headed hero. His hands are held up in an appeasing manner, "ok, ok, I'll do your share of the dishes for the week."

Matt told him if he wore the black suit (the only intact one he has right now) and kept his trap shut, it would put some villains on edge. The Web-Head didn't put much stock in that, but agreed to try it on a bet. If anything, DD was underestimating the results.

"She was crying. I kind of feel bad now", Spidey rubbed the back of his neck. He was friendly neighborhood for a reason. Despite everything going on, he's been trying to keep his spirits high.

"I wouldn't worry about it", Daredevil commented, "better dealing with you than-".

"Octavius", Peter ground out in a sudden depression and anger.

Matt coughed awkwardly, "I was going to say Deadpool."

Peter blinked under his mask. Right, first time he faced her Deadpool showed up. That could have ended worse. So could have this encounter.

Shaking out of his sudden funk, he agreed with the other hero. Trying to snap back to his previous good mood, he gears up to continue do-gooding.

"So I think I'll head toward the docks and-" "What happened to you?", Daredevil interrupted his train of thought.

"What?", Pete just stares at the lawyer.

The man in red let's his grin show again, "I mean, what happened recently? You were so down I thought Elektra and I were gonna have to keep a closer eye on you. But after breakfast yesterday, you're almost back to your old self".

Peter stood there slack-jawed. He didn't think he was that bad, but the last few weeks were kind of one big blur. Maybe his roommates do have reason to be concerned. Or they did at least.

"I- I guess I just kind of worked things out", he tried to explain.

Matt let that roll around in his head for a bit. He knew that wasn't the whole story, but he wasn't going to pry anymore. He didn't mean to just now, but Elektra had gotten surprisingly maternal with Peter and was concerned about his sudden mood swing.

Peter just didn't know how to explain. He's received some odd, slightly prophetic dreams before, but that one got intense. Almost like he was right in front of him...

*Flashback*

Peter opened his eyes and looked around. He was in a white infinite space. Looking down, he found his old red and blue costume minus his mask on.

Hearing footsteps, he turned around and was only half surprised by who was walking toward him.

Uncle Ben. He's had dreams like this before, but something was different this time.

"Uncle Ben!", Peter steps to meet him, arms open for a hug. His Spider-Sense didn't even twinge for what happened next.

"Oof!" Despite being faster than an Olympic athlete, he couldn't dodge Ben Parker's left fist connecting cleanly with the side of his face. Knocked down on his behind holding his cheek, he looks up to see Ben, angrier than he's ever seen him.

"Get up Peter", Ben's voice is tough and firm, leaving no room for argument, and no doubt this was the real Ben Parker.

Peter stumbles to his feet, unconsciously taking a step back from his uncle. He watches the long dead man stand across from him, visibly trying to calm down.

A long moment they look into each other's eyes, trying to find answers they both want to ask.

Ben is the first to speak. He let's out a long breath, and puts his hands on his hips. "Pete, what did I always tell you?", he finally asks.

Slightly confused, Peter instantly responds with his mantra, the words he had lived with every day. "With great power-"

"No", Ben interrupts. His quiet "no" sounding like the calm before a storm, "what was the other thing?"

Peter flounders, coming up with nothing. Ben sighs and rubs between his eyes in a way Peter hasn't seen since Aunt May tried to keep him from climbing a tree for fear of hurting himself.

"Never give up and never give in", Peter is shaken out of his memories by his uncle's words. He does remember Ben saying that now, usually after Flash Thompson or Carl King made him eat dirt.

"Somewhere, I think you may have forgotten that Pete", Ben looks like he used to when he tried to impart some wisdom, like explaining to his wife that Peter needed to get outside and experience life. And Ben looked so proud that day when he climbed to the bottom branch. It was only 4 feet off the ground, but it was progress.

"I'm proud of you Peter. You grew up and you fight the good fight every day. You make mistakes, you're only human. But you seem to have given up on living", Ben continues his lecture and Peter feels like he's 7 again, coming home crying after getting beat up.

"Jobs come and go. You don't need to be a millionaire to make me happy. I've watched you, you've given up so much to save and help others. But the moment some bully beats you and embarrasses you, you give up."

"Do you know what Octavius did?", Peter finds his voice again and tries to defend himself.

Ben wasn't having any of it, "change bodies with you and took your life? Ya, I watched it all Pete. But you didn't give up. You were in his rotting body and you kept fighting. You were a ghost in his head and you kept going. You made desperate decisions to keep living and fighting and I understand that", Peter was reminded of the few stories he heard of his uncle in the army and the nightmares he had afterward, "you went the distance and you gave it your all. But what happened when you finally came back?"

"I tried Uncle Ben, I really did, but what more could I do?", Peter was emotionally exhausted. He went over this hundreds of times in his head and didn't know what else he could have done.

"Never give up and never give in", Ben repeats himself from earlier like it held all the answers. "That was your company. You may have not started it but it was your's. You could have done something else, point it in another direction. You had financial power, and you weren't very responsible with it".

Peter reels back like he's been hit again. "What?", this talk wasn't going at all like he expected.

Ben sighs before continuing. "I'll let that slide. I wouldn't really know what to do with that business myself", he tells Peter with a shrug before his face goes stone cold. "But what were you thinking of before you went to sleep?"

At this, Peter goes ashen. He never expected to have to answer to his uncle like this. He just stands there looking down, shame all over his face.

"Suicide by villain is still suicide Peter", Ben's voice came out smooth and strong. "It doesn't matter how many you save before it happens, if quitting life is your goal in the end, it's still wrong."

"DON'T YOU THINK I KNOW THAT!", Peter erupted. "I have nothing left to give! I keep fighting and fighting, but people still find a way to take from me! I'm tired Uncle Ben. Everyone wants nothing to do with me anymore", Peter's voice starts to crack from unshed tears. "What can I do Ben?"

A sudden pressure on his shoulder snaps him out of his rant. He looks to see that it's an aged hand, and connected to that is the smiling father figure he lost too soon. "You do what you've always done. Brush yourself off and keep going".

Peter just stares at his uncle, not comprehending what he's saying.

"It's just like when you were little Pete", Ben's voice takes on a hint of pride. "Little Eugene and the King boy would call you names and push you around. They'd get anyone they could to join in to make you miserable. You wanted to give up. Wanted to move to Canada I believe", Ben chuckled at thought.

His nephew chuckled weakly along with him, "but you wouldn't let me. You told me all bullies wanted was to make me sad and unwanted. But I had to keep going, not give in to them. Prove that they didn't matter to me".

"And you started making friends", Ben continued. "You weren't giving up. You grew up into a smart, responsible young man who does so much for the world and doesn't ask for anything".

"Until Doc Ock", Peter's lifting mood began to darken again.

Uncle Ben grabbed him by both his shoulders to get his attention. "Stop Pete. That guy was nothing but another bully. He may have been a bit more successful, but it doesn't matter now. He's not there and you're your own man again. Do NOT let him win Peter. Forget him, forget the company, forget the rich boy with control issues. You're alive. You're living with friends who care for you. Everyone will come around eventually", he moves his arms around to embrace his shaken nephew. "Just don't ever give up again Peter. And never give in to darkness."

Peter moved his trembling arms around his fading uncle. "I won't Ben. Never again. I'll make you proud again."

"I always have been Pete. You're a good man. Never stop being you", the transparent form of Uncle Ben steps back to look at his nephew. "Also proud of your brothers and sisters too", he says in a jovial tone before fading away.

Peter's eyes snap open in confusion. "What?", he lays there on his bed thinking on what his uncle told him.

"Peter! Breakfast!", a rich feminine accent cuts through his confusion, beckoning him with the smell of pancakes.

*Flashback End*

Peter stands on the rooftop looking overlooking the arrest of Lady Stilt-Man.

Daredevil watches him, trying to predict what will happen next. With his 180 in behavior, Matt has been keeping an eye out for any dangerous warning signs. Despite what he believed to be a positive sign he heard at breakfast yesterday, Peter was a friend and after everything that he'd been through, the Man Without Fear worried a little.

Peter shakes all over, like he's trying to remove a shroud from around himself. He's wasted enough time today remeniscing.

"So, docks?", Spider-Man asks his friend.

Matt grins again, smiling like it's the old days of chasing crooked circus performers. He takes off past a shocked Peter, leaping effortlessly to the next building.

"Don't forget, you got dishes for the week!", Daredevil calls out mid jump. Waiting for the expected "yeah, yeah" of his partner, he hits him with the punchline. "Elektra says she's gonna try to make chilli tonight".

The often brooding protector of Hell's Kitchen laughs like a school boy at the sounds of a great hero crying, "but chili is horrible to get rid of!"