"This doesn't make sense" Spider-Man said to himself as he made the final leap to his apartment roof.

Walking to the broken skylight, he picked up his discarded clothing he threw off when he started his pursuit. His mind wandered over the facts as he knew them.

Mystique has been following him for awhile. Odds are, she was the mysterious business man that tried catching him in the alley way. She knew who he was, so that made her extra dangerous.

The old Venom was back. Or was he? Last he heard, Flash Thompson was in space, and the symbiote was somewhat under control. The Venom he chased looked like Mac Gargan was behind the wheel again.

Mary Jane was laying, bleeding out in the kitchen last time he saw her. Once again, just by being associated with him, she was vulnerable.

Someone was going to pay for this...

Which brought up the question, what was she doing in New York? Wasn't she in LA shooting some new blockbuster?

And Venom, he didn't act like any Venom he had fought before. Spidey had actually taken the time to set himself up for an ambush to try and flush him out. The symbiote's hate for him would have driven it's host to attack, or so Spider-Man figured. So far, there was no attacks.

And this Venom had stayed just ahead of him, neither pulling away or letting him get close. Spider-Man was being led around, so he cut off the chase and went home.

Hopefully he could get some answers soon.

Hopping down to the kitchen floor through the hole, he didn't see anyone nearby.

"Hello?" He called out, taking notice of the debris and blood stains in the kitchen. "Ollie ollie oxen free? "

Moving into the living room, his next call was stifled in his throat. Laura, covered in blood and tears in her suit, laying motionless on the floor. No one else could be found. Even Mystique looked to be cut free with something jagged.

Peter ripped his mask and gloves off. Taking one of her cold arms, he checked for a pulse. Not finding any, he bent an ear to her face. No breath.

"C'mon Laura", not knowing what else to do, he got into position for chest compressions. "You can heal from anything. C'mon Laura."

Counting down, he prepared to press as hard as he could. He wouldn't be able to do much against an adamantium ribcage, but it's all he could think to do.

Reaching 0, he pushed down with his spider-strength. Two hands pressed clearly through the young woman's chest and broke a hole into the floor.

Peter would have stared in shock at his hands in the impaled girl, if a mass of spiders didn't erupt from her throat from his compression.

Pulling his hands away from her ribs, Peter went to support her during her coughing fit.

Spider-Sense.

Jumping onto the couch, Peter barely avoided a set of claws aimed at his throat. Another tingle, and Peter was upside down, on hands and feet on the ceiling.

Laura pulled her claws from the ruined apholstry and turned to track her current prey. Her eyes were glazed and feral, lips pulled back exposing her sharp teeth. Aside from the healing hole in her chest, her body language screamed predator to Peter.

She leaped claws forward toward the hero on the ceiling. Timing her jump, Peter quickly jumped to the ground and grabbed her wrists above him. Rolling with her momentum into the hallway, Peter came to a stop on top and pinned her arms beside her head.

"Laura!" Peter screamed above her grunts and howls. "Laura it's me!"

Several heart racing minutes passed before Laura calmed down. Her frantic breaths grew steady, and her eyes closed as if she tried to relax.

Her claws slowly retracted back into her hands, and at a similar noise behind him, he turned his head just enough to see the same happen to her foot claws he had completely forgotten about.

"Wolverette?"

Her eyelids opened and the animal haze was no longer there. "You can get off me now."

Peter jumped off of the floor and stood back watching her slowly attempt to get up. Awkwardly holding out his hand, Peter was completely surprised when she actually took it and he helped her lay on the couch to finish healing.

"You ok?" Peter felt like he was shell shocked and collapsed in the nearby recliner.

"I will be" Laura groaned out.

"I'm", Peter swallowed and licked his dry lips, "I'm sorry. I thought your skeleton..."

"Common misconception" She said sounding stronger. "It is only my claws coated in metal."

"Oh" Peter didn't know what else to say.

"I will heal."

Yeah. He dodged a major bullet. Still, that scene will probably take over SpOck episodes in his nightmares now. "What happened?"

"There was a flood of spiders crawling from every crack and hole in this building." She started, sitting up on couch. "Everyone was quickly covered. I saw Mystique freed from your webs, but she was carried out like your friends. I am assuming she was knocked out from spider bites. I was bitten several times, but I remained conscious. The spiders crawled into my mouth and prevented me from breathing." She looked directly into Peter's eyes. "I asphyxiated."

"But you're healed now?"

"Yes. It took several minutes for the oxygen starved parts of my brain to resume their function. Until then I was an anim-"

"You were acting on pure instinct" Peter cut her off. He caught a bit about her past from Logan from time to time, and the last thing he wanted her to feel like was some fetal creature. "It happens sometime. Remind me to tell you how I dealt with Morlun once."

"Right" if she was grateful for the distinction, she didn't show it. Grabbing a nearby waste bin she hurled blood, bile, chunks of meat, and bits of bone. Afterward, she looked completely fine, except for the new hole in her suit that still covered her modesty. "What do we do now?"

Peter shook off the horrified look off his face. If she was better it was best not to dwell on it. Just remember next time. "We have to find everyone. MJ's injured and probably needs a hospital."

"She was fine." Peter swiveled his head directly to Laura in hope that was immediately dashed. "Whatever happened, it appeared she was apart of it."

"What? That's impossible" He ran through the entire incident through his mind. It looked like Mary Jane, but she was covered in blood. Was he mistaken? "How was she apart of it?"

"When the spiders swarmed, she was standing where your friends had laid her. The spiders avoided her to cover the rest of us and carry the others away."

Mary Jane? Allied with Venom or some lookalike? Apart of some plot? Unless...

"That wasn't MJ."

"Does she also have spider abilities?" He shook his head at her question, "then I would assume she is not your friend. She smelled like you."

Like him. Aside from a day during Spider Island, she didn't have spider superpowers. So someone used a stand in to send him on a wild goose chase so they could grab everyone except Laura.

But why not her too?

So she could track them and lead him directly into a trap. Or maybe they thought they had actually killed her and left a useless corpse to mess with him some more?

But who would use swarms of spiders to mess with his head. Standing from his seat he walked across to a window near the couch. Running through faces and options in his mind, he kept coming to the same conclusion. "What do you know about totems?"

"The definition?" From anyone else, he would have taken her answer for some quip. She was completely serious when she asked.

"No" He sighed and began. "Awhile back, someone came up and planted this crazy notion in my head that the spider that gave me my powers was magic or something."

Looking at Laura, he could see her attention solely on him.

"I'm a bit of a scientist, so I ignored him for awhile. I know what happened. An irradiated spider bit me on the hand and changed my DNA. But this man insisted that it gave me more than glow in the dark genetics." He paused and held his hand in remembrance.

"And after that, strange things started happening. Magic creatures, people with stolen mystic symbols, even Norse gods. These things are kind of outside my expertise. And the man came and asked if I believed yet." Peter sat on the arm of the couch, facing the center of the room. Laura's attention never wavered.

"I slowly started coming around to the idea that there was something more. I was skeptical until a magic spider-wasp thing attacked me. Whatever I believed, there were scary things out there that KNEW I was this "Spider-Totem". So I took the responsibility and stopped these things from hurting innocent people."

With a sad grin, he continued his story. "Then the man who had been helping me tried to feed me to a giant archaic spider thing. But at the last second, he took my place and I was alone again with no clue what to do or how to continue."

A pause and a deep breath. "I put it out of my head. Magic or not, I still had to do what I could. I got a bit of a power upgrade before I joined the Avengers. I didn't think anything of it. You stick with the hero biz as long as I have, and your powers change from time to time."

Laura nodded in understanding. These things happen.

"Then I started having black outs. I was loopy and irrational and I didn't know what was happening. By the time I got tests done", he turned to Laura with a smirk, "they said I was dieing and there was nothing anyone could do."

His audience didn't look shocked. These things happened too.

"So I put my affairs in order. I took care of everything and I just waited with my loved ones. Then Morlun came." He chuckled a bit. "Remember when I told you to remind me about him? Here's what happened."

A pause for dramatic effect. "He kicked my a**". Laura didn't comment but Peter swore the corner of her lip raised a millimeter or two.

"He thrashed me and completely out classed me at every turn. He even ripped my eye out and ate it." Here, the young woman had a small look of shock on her face. "I know right? I was laid up in the Avengers tower wondering what else was going to happen. MJ stayed with me the entire time."

His happy smile at the memory of the redhead was quickly replaced with a grim frown. "Then Morlun showed up again like a bad trading card. I don't know how he slipped through the defenses, but he was right there while I was bed ridden, looking to finish the job. Mary Jane put up a fight but she was no match for him. When it looked like she was finished," a small shiver went up his back, "I snapped."

Standing up he walked in front of Laura and looked her directly in the eye. "Pure instinct kicked in. I saw red. I barely remember what happened except for the feel of my stingers in his body and my teeth ripping out his throat."

Peter folded his arms and looked up, lost in thought. "The last thing I remember is her face. Then I died I guess. I went on some kind of spiritual spider quest, I won't bore you with the details, and woke up naked, under a bridge, climbing out of a web cacoon. I made my way back to the tower, and after a battery of tests, they were positive it was me. But that wasn't the end of it."

His hand stroked his chin in contemplation. "My "other", some shadow of what I could have become I guess, broke in and stole the skin I had shed that we picked up from my cacoon and ran off. It went into hiding while I discovered my new bells and whistles. Later, I found it in the form of a woman named Ero and she was trying to eat my friend Flash for her babies. Or his tantric energy? I don't know, I wasn't too clear on it. Anyway, I stopped her and life went on."

He held his hands in front of him and began counting his fingers. "The Registration Act. My unmasking. The Civil War. My defection to Cap's team. Things were hectic for awhile. And somewhere in between, my aunt was shot."

He walked back to the window to look into the New York night. This time, Laura stood up to join him looking out.

"It happened because the bad guys knew who I was. I think they targeted Mary Jane, but I grabbed her out of the way and May took the hit. It doesn't matter how it happened, it just did. All because I gave up my secret. Well, I had to change that."

He turned and leaned against the wall by the window with his arms crossed. "I contacted a few people and got it set up. Magic and science were going to help me get my identity back. But it needed a power source, and something to tie it to me." He tapped the blood covered spider on his chest. "My mystic powers. I gave those up to power the spell, and connected the spell to my being. I would have given all my abilities up, but it only needed the Spider-Totem abilities. I assume my original power set was given to me by science and I grew into the totem part somehow." Peter shrugged his shoulders in indifference.

"The spell worked and I was anonymous again. From there you can figure out what happened if you follow the news." He turned his back to the wall and hopped his feet to stick on it. "The thing is, a few weeks ago, I went to Doctor Strange to talk about a curse or something. He found some kind of 5th demension parasite that was stuck to me, we believe since I gave up part of my powers."

Peter grew more animated with his hands, still struggling to comprehend what had happened. "It was drawn to me because I denied a part of myself. And since I was a strong totem or something, it found a buffet it could feed on. But the thing with Ock rattled it and it overplayed it's hand. Doc Strange got rid of it and I figured everything was hunky dory."

Another shoulder shrug and he continued. "But what he told me after, the spell that made everyone forget had broken months before. So if the power wasn't fueling the spell anymore, what happened to them?"

Laura was silent for a moment, watching the man sitting on the wall. "So you have these abilities again?"

"Dunno" Peter steepled his hands, elbows on his knees. "I haven't tried. I'm not sure I'm ready for it if they're back." He changed the subject. "Can you track our friends?"

Laura shook her head. "Everything is covered in the smell of spider. I can not pick their scents out."

"Can you track the spiders?"

She shakes her head once more. "The group of spiders swarm in a full circle. I can not be sure where the others have been taken."

Ah. So she did try to kill Laura. Must have thought that she would have been useless and a dead body would have rattled him some more. That was her mistake.

"Ok" dropping down from the wall, Peter's hands clench and release in anxiousness. "Ok, ok, ok. We need a way to find them."

Laura's eyebrow raises. "Do you have a way?"

"Maybe. I- I haven't tried it in awhile."

"Your totem powers?"

Peter swallows a lump in his throat. "Yeah. If I start using them again, I don't know what could happen."

"Will you use them responsibly?"

Peter's head shoots directly in her direction. "What?"

"It is something Logan had asked me before he passed. He mentioned he wanted me to take his identity if anything happened to him. I was not sure what I could do. I expressed... doubt, that I could live up to the name. Then he asked me, "would I use it responsibly?"

"The Wolverine name has power. I wear this costume, he wanted me be responsible with that name. It is-"

"It's your totem" Peter filled in for her. "You draw strength from it. From him, right?"

She nodded her head.

"He wanted to pass along a bit of himself to you", Peter surmised. "He wanted to watch over you. And, he wanted you to be prepared I think."

At her questioning look, he continued. "The Wolverine name has power, but also danger. I think he wanted you to be careful too. With great power-"

"Comes great responsibility." Laura finished for him with a small smile. "I have heard Logan say that before."

"Right" Peter smiled back at her. "Ok. I can do this."

Laura watched him walk back to the window and place his hands on each side of it. Leaning toward it, she could see tense lines of concentration on his face. She found she had a new sense of understanding of the hero. Logan had spoken highly of him, in private of course, and she's found herself not hating him as much as she once had.

She was shaken out of her thoughts by him turning towards her saying he's found their trail.

"How could you find them?"

Peter wiped the fresh sheen of sweat from his forehead. "I listened to the spiders. They told me a small group of people were being dragged northward. We just have to narrow it down. I can listen more later, but we have to move."

Switching out canisters on his web shooters, Peter fired a net over the front door.

"We're lucky no one has come about the noise."

"I would assume", Laura started, watching him move around, "that the spiders have probably scared the other residents and they will not leave their homes for strange disturbances."

"Probably" Peter agreed. Pausing by the strange box he had received, he placed it on the floor and webbed it down. "This new web formula will hold for about 24 hours. Hopefully by then we'll have this taken care of. Then we got to talk about this box thing alright?"

"Agreed" She told him. "Are we ready to go?"

Peter looked down at his suit, half covered in her blood, and his mask and gloves thrown to the side. He paused and looked toward his room. "Let me slip into something a bit more comfortable then we can head out."

A quick costume change and Spider-Man, with Wolverine holding onto his back, left through the skylight heading north. "I got your number now Ero", the web-slinger said to himself under his breath.

"Let's get dangerous."

Wolverine didn't know the tune Spider-Man started humming to himself.