"Is he strong, listen bud", the dark figure of Spider-Man landed in front of the seemingly deserted warehouse. "He's got radioactive blood. That's kind of catchy."

3 stops to listen to the local arachnid population, and he found the location of his friends. He hoped anyway. Listening to spiders wasn't an exact science. Yet, anyway. Maybe he should talk to Pym about it?

Quick check of the front doors and surprise, surprise, it was locked.

They haven't made a common warehouse door that could keep out Spider-Man!

Simply twisting the knob clean off, Spider-Man cautiously entered.

It was the standard warehouse/trap setup. Dark shadows, little light through the windows, and the strong smell of disuse.

"Alright Ero, I'm here", he called out into the darkness. He swore there were figures dancing in the darkness.

"Yes you are", Spider-Man nearly jumped out of his skin at the sound. Turning around, he thought he was standing in front of Mary Jane. But without the blood, he could tell the difference between them.

This woman had several healing cuts, clean and straight, almost surgical looking. Looked like someone had taken a scalpel to her.

"Ero" the hero tipped am imaginary hat to her. "Howdy. You're looking a might bit better after I saw you turn into bird chow."

"Yes", Spidey was rewarded with a slight cringe, but she covered it quickly. "You've fallen right into the trap."

"Of course", Spider-Man replied, keeping all his senses open for attack. "You got my friends. And Mystique. I came here to get my friends back. And Mystique. You didn't leave me much of a choice."

Looking at her face, he felt confusion at the tears welling in her eyes. "Not me you foolish little hero."

The shadows around them seem to come alive and move like a dark ocean. Light started spilling from above him, and taking a quick glance, he noticed the lights were on the entire time. The bulbs were covered with spiders, spiders that were slowly moving around.

The new light cast around showed the moving shadows were large masses of arachnids. Thousands, maybe millions of them.

"Him", Ero's word had the hero turn to her. Following her glance, he saw a dark humanoid shape in the pile of spiders.

It was tall. At least a foot taller than him. And dressed in the Venom suit he was chasing earlier. But this wasn't Venom.

"Finally time to end this, huh dork?"

Spider-Man knew that voice. The young Peter Parker knew that voice.

"Carl?"

"Yeah nerd", the black suit peeled away from Carl like a second skin. Chitin flaked away and revealed the Carl King he remembered tormenting him from his youth.

"Picked up a trick or two?" Spider-Man attempted to draw him into conversation for a few spare minutes.

Carl King? He got fried years ago. Unless his consciousness escaped in one of those spiders.

"Yeah. Spend a few years as a magic spider, you learn a thing or two", his change back into Carl King was complete. "Unlike you, you dork. Was this spider guy since highschool, and haven't learned a d*** thing."

Moving away from between Carl and Ero, he got them both in his line of sight. "I know a thing or two about a thing or two. Why? Gonna beat me up for the test answers again?"

"Please. You're gonna give yourself over to save your friends", King crossed his arms in smug satisfaction.

Ero had not moved an inch since she revealed the mastermind behind this.

"Yeah" his mind raced for a solution. "I'll get right on that. How'd you get Ero wrapped up in this?"

"Her?" She flinched slightly from Carl's voice. "Found her in the bird house where you left her."

These spider guys. Got to get rid of ALL of them or they come back.

"Like I said, you pick up a thing or two", the smug tone of his voice never left. "It's me Parker. I'm the Spider. I figured out how to stick her in a human body. She's like you. Completely human with spider powers."

A sinking feeling developed in the pit of his stomach. "Good for you. You're the Spider. Happy? What's it got to do with me?"

"Haven't figured it out yet nerd?" Carl gestured around to the spiders surrounding them. "My power in your body. Need to hit the gym a bit to build up your scrawny shape, but I'll have time. Then", he leered at the hero. "The world is mine."

That's what Spider-Man guessed. What's with things wanting his body lately? He hasn't even had a date in months.

"Where is everyone Carl?" He assumed they were buried under the spiders, but where exactly?

"Everyone? Well here's some of them." A movement of his hands parted the mass of spiders on the nearby wall. Matt, Elektra, Mystique, Jennifer Walters, and...Miguel O'Hara? The five were bound to the wall by some webs. He had been shopping a bit more than Spidey had suspected. Why Jennifer though?

"And here's the rest", the smirk on Carl's face turned vicious as more spiders moved and some more people appeared standing around Carl. A smaller him in his classic red and blues. Some girl in a red and white spider suit. Another girl, in shifting blues and reds, like a symbiote. Another classic red and blue, but on the body of a woman. And a red and black male he hasn't seen for awhile.

"Kaine?"

"R-run Peter." Kaine growled out the best he could.

"Kaine? That's a stupid name", Carl piped up again. "He's been fighting me since he showed up. But I control all spiders Parker." King gestured in his direction. "Even you."

Spider-Man felt the almost undeniable urge to get on his hands and knees in front of this guy. Something twitched at the back of his head. It was Carl King's will, imposing on his own. The mask shook off most of it, but it didn't hamper his other senses. So Carl's decree came through to his brain. He ignored it though.

"Nice try Carl", he crossed his arms and tilted his head at the guy. "Can't get a date the normal way so you resorted to mind control? That's just sad man." He ended his retort with an audible "tsk, tsk" sound.

His infamous attitude to serious threats finally got to Carl. The bully's smug expression turned to outrage.

Two sudden streams of spiders shot toward the hero to grab him.

Even without warning from his Spider-Sense, he was no longer there. Crouched above his trapped friends, he knocked on the walls around their heads appearing to try and wake them up.

Looking in the direction at just the right time, he narrowly avoided attacks from two of the spider kids. He figured Carl was blocking his Spider-Sense somehow.

How could he fight his way out of this?

Carl had gotten a LOT stronger in the spider side of the Force since they last squared off. And he could control spider people now too? This was totally not fair.

Trusting instinct more than anything, as soon as he touched down on the warehouse floor, he sprung up to the other side, just being missed by the other kid and the "Spider-Woman".

"Touched a nerve Carl?" Spider-Man quipped in mid air. Landing on another wall, he faced the villain. "Guess what all the cheerleaders used to say about you was true huh? What did Liz used to call you?"

Carl shouted in rage and three more spider tentacles shot at him. He made it to the ceiling and used a web line to lower himself in the middle of everyone.

"Quick Draw ?" Spider-Man said with a hint of poison in his voice. This was amazingly therapeutic, making fun of his old bully. And he might get to slap him around some, so there's that to look forward to.

Apparently, rehashing old highschool wounds wasn't the best idea. He was quickly covered in a wave of bodies and spiders. Several light punches were replaced with Carl's heavier fists. Not the worst he's taken, but he'll feel those in the morning.

The beating stopped and Spider-Man found himself being supported by Ero and Spider-Woman. Kaine was down on the floor covered by the teenagers. Carl stood in front of him, viscous grin on his face again.

"You lost nerd. I'm tougher than you, I'm stronger than you, and I got your friends on my side." The bully had his arms crossed in front of him.

He needed to buy more time.

"So Carl, you got me", his hands waved around at the wrists, his arms held by the ladies at his side.

"And I bet you're wondering how I did it too?" Carl shot back.

Sometimes it was too easy.

"I built my strength back up from the last time we fought. You know the score, homeless, drunks," his grin got extra creepy here, "a random child from time to time."

Carl started swaggering back in forth, secure in his victory. "I forgot who you were for awhile there, but the spiders reminded me. Puny Parker was Spider-Man. You could have had everything, but you played hero."

Carl's glare found him again. "That octopus dork had the right idea, but he went all noble and you came back." The bully shook his head in disgust. "You had money and women and fame, but you gave it all away." Punching him in the gut suddenly, Carl continued. "And people called me an idiot."

A glance at the hostages made him get their attention quickly. "So that's what all this is about? You still haven't gotten over me being bitten instead of you?"

"IT SHOULD HAVE BEEN ME!" Carl's voice shook the walls. The hordes of spiders, and the mind controlled captives seemed to visibly shrink at the noise.

"I SHOULD HAVE BEEN THE SPIDER! I SHOULD HAVE HAD YOUR LIFE!"

Spidey made a pshaw noise that got Carl's attention. "My life? All this has been about living my life?" Standing as straight as he could, he glared at his former bully, no longer feeling a single bit of fear of him.

"You had the perfect life!" Carl strived to get him to understand. "You were just too STUPID to do it right!"

Momentarily forgetting the plan, Spider-Man started connecting the dots. "Oh my god. You want my life? MY life? Do you know what I've been through?"

Carl stopped and gaped at him in surprise. The bully was cut off before he could start.

"You're a d*** idiot! The trouble, the psychos, the drama? You think you could handle all that? You nearly snapped when Flash picked on you. Jessica Jones bumped into you in the hallway by accident and you brow beat her almost to tears! You think you could stand up to the Green Goblin, Doctor Octopus, or the flippin Lady Stilt-Man?"

He shook free from his captives, and they didn't try to grab him again. He had Carl rattled enough he didn't concentrate on his hold. Time to push it.

"Who in the world did you get your revenge plans from, White Rabbit? Frog-Man?"

"You didn't see me coming!" Carl tried to get his confidence back. "I outsmarted you for once Parker, admit it!"

"You stalked me for months and kidnapped my friends! You're a dime store Chameleon, running around in other people's clothes!"

"I had you!"

"You sucker punched me! Distract me with a pretty face and grab hostages while I'm not looking? That's Villainy 101. What, did you forget to beat up some innocent kid for that particular assignment?"

"You didn't even figure out I was behind the money!"

Spider-Man paused mid rant. "What money?"

"Ha! You had your patents! I figured out how to move the money to where you wouldn't get any of it! I made you homeless!"

His inventions! He had... "I completely forgot about those."

"See Parker? Like I said, I had you!"

"I FORGOT I had them!" Spidey crossed his arms in pity. "Not everyone thinks about fame and fortune like you do Carl." He shook his head. "It's kind of pathetic."

"What?" Carl growled. He watched as Spider-Man walked a circle around him. Piles of spiders shifted and avoided the hero's feet.

"All this time and energy, just to lure me out. The half baked mind games, and juvenile deception."

He stopped on the opposite side of Carl. "Ok, so I figured it was Ero. Big whoop, she has an excuse, she's not human. What's your excuse Carl?"

Carl's anger was pretty much at Hulk level, Spider-Man noted. But nothing in the warehouse showed any reaction. The spiders no longer quivered at his rage, and the people...

"Face it Carl", Spider-Man had an obvious smirk under his mask, "you're still a bully and a loser who won't use his brain."

"I'll rip your d*** head off!" Carl bellowed and started to stomp toward the hero before pausing and looking down at his chest.

Two stingers poked through, one dead center, and the other through the heart area. Once the stingers were retracted, Carl slumped over revealing the Scarlet Spider to Spider-Man.

"Took you long enough", Spidey told the other man. Looking around, he could see the others on the ground shake out of whatever they were under.

"Yeah well", Kaine crossed his arms over his chest, "fighting psychic spider control isn't as easy as it looks."

"I hear ya. Speaking of which", the black suit Spider-Man picked his foot up and slammed it into Carl's head.

Kaine was in shock, until Carl's head shattered like an eggshell.

"He knows how to make some kind of exoskeleton in the form of people" Spider-Man informed the other.

Kaine looked around at the large group of spiders, sitting ominously around them. "So where is he?"

"Anywhere." Peter commented before the spiders drew together and formed a large humanoid figure. Growing larger with more spiders, a dark, monstrous voice called out, "I! AM! EVERYWHERE!"

"So I'm guessing he's somewhere in there", Spider-Man quipped before two massive fist like objects slam where him and Scarlet Spider were standing. The two Spiders jumped avoided the fists and the sound knocked the cobwebs out from the other's heads.

The 7 on the floor scattered around, watching the giant monster. Monster Carl slams around, failing to catch any of the speedy heroes. Pausing, the creature lumbered towards the captives strung up on the wall.

Carl reached back a massive fist to strike his captives, but was stopped by seven strands of webbing holding it back.

Removing a hand away from his line, Spider-Man touches his hidden communicater in his ear under his mask. "Subtlety is blown Wolverette! Get them out now!"

Monster Carl watches his victims fall backwards with the wall as a section is cut out with various energy and tools.

Outside the wall, Wolverine, Iron Fist, Luke Cage, Power Woman, and Misty Knight lowered the wall and freed the hostages.

"Sweet Christmas!" Luke yells finally noticing the monster creature.

Power Woman steps up and flashes a badge. "We're the Marvel Knights! You're under arrest!"

Monster Carl screams in rage and turns back to the Spiders inside.

Scattering again, the Spiders watched the monster pause and scream. Spider-Man tensed for an attack, but spotted the others fall to their knees and hold their ears. A psychic spider attack!

"Stop it Carl!" The hero calls out to the monster. "You're killing them!"

His momentary pause allows the monster to grab him and slam him into the roof. In his daze, he doesn't notice Carl hold him in front of the thing's "face".

"Now Puny Parker", Carl's monstrous voice echos all around the warehouse, "now I win!"

A stream of spiders erupt out of the monster's face, smothering Spider-Man. Carl's original method of attack was getting into someone's body and eating them from within. The bully also mentioned finding a way to bind Ero to a human body, and had plans to take Spider-Man's as well.

Well the body snatcher had a surprise in store.

Carl paused his attack when he figured it wasn't working like it should. Parting the spiders in his hand, the monster tried to get a clear view.

Instead of the weak flesh of the nerd, there was some kind of red and blue armor under the black suit.

"Surprise!" Spider-Man flexed his muscles and, combined with the monster's shock, broke out of his spidery coffin.

In the air, he whipped a web-line above him and swung out of Carl's next grab.

"Like it?" Reaching the rafters, he cartwheels to the next one, and swings under and away, avoiding several shots of spider projectiles.

"Something I've been working on. Binding some self regenerating unstable molecules to a form of "web metal" I developed awhile back. Topping that, individual receivers developed from Pym technology are fitted to each individual molecule. These receivers are specially tuned to MY personal Spider-Sense, using some tech I use for my spider tracers." Rattling off details, Spider-Man almost casually avoids each swing and blow of the giant monster in the cramped warehouse.

Looking down, he can see Kaine helping the others exit the building. His distraction and patented annoying techniques are working to break Carl's concentration.

"Each molecule holds a set of tiny legs, meaning, through my Spider-Sense, I can control their movement, kind of like you controlling each individual spider." Dodge, leap, rebound, and ramble.

"But how do I power it? Glad you asked." Jumping away from the future crater location, he ricochets against the wall and to the rafters again. "I'm really proud of this one. Special molecules in the suit are instead designed to absorb a multitude of energy sources and distribute that energy throughout the suit. Which gives it this cool blue glow occasionally."

Scarlet Spider gave him the thumbs up, so Spider-Man decided to stop holding back.

Jumping down to the floor in front of Carl. Spider-Man retracted his mask, leaving Peter Parker staring at one of his boyhood bullies. "How did it come to this Carl? I never wanted to fight you. Hell, even Flash and I get along now. Why couldn't we have settled our differences back then?"

The nearly insane with rage monster bellowed before sending his entire swarm to Peter's unprotected mouth. "IT SHOULD HAVE BEEN ME! "

"Maybe Carl", Peter waited till the last second, then his mask formed back over him. "But I'm not the Spider", the swarm of spiders covered every bit of light Spider-Man could see, except for the blue glowing of his suit.

"I'm the Spider-Man."

Erupting in a blur of motion, Spider-Man shot straight through the spider monster and zoomed to the nearest support beam that wasn't already hit. Breaking it with ease, he zipped across to a wall and demolished a small part of it.

The monster was barely reforming by the time he was done. Standing in the hole the hostages were freed from, Spider-Man looked back to his former tormentor with pity.

Watching till the building began collapsing, Spider-Man leapt backwards, using a lamppost as a springboard, and twisted in midair to land in front of the assembled heroes.

The building collapsed with everyone watching for any signs of escape. Once the building was down, they all began questioning him, but he ignored them all.

Stepping close to the debris, Spider-Man reached out with his senses. He could feel all the spiders that survived. He held up his hands and spread them like he was opening a curtain.

The others looked in awe as thousands of spiders left the area under the collapsed building. Once the spiders left, Spider-Man approached the ruins.

The others watched him make his way to the center of the former building. Scarlet Spider had some idea of what was happening and he leapt to his brother's side.

Spider-Man acknowledged Kaine with a nod and lifted a large piece of the roof and tossed it away like a paper ball.

In the center, lay a large spider, the size of a house cat. It's legs twitched and spasmed, and it made a horrible screeching sound when it noticed the two standing around it.

"This him?" Kaine asked, remembering as well as Peter the bullying he had received.

Spider-Man didn't say anything, just nodded in response. He ran through his options in his head, keeping an eye on Kaine just in case.

To his surprise, the Scarlet Spider turned to him. "Want me to...", Kaine left the question open, but did pop a stinger out and tipped his head to the twisted body of a twisted man.

Spider-Man almost said yes. There was no telling how much life Carl King had snuffed out. But he couldn't let it happen. It just wasn't in him.

"No", he told the other man. "I'll call Reed to pick him up, maybe he can help get him back to normal?" He didn't believe there was a way to help him, but it was better than the alternative.

"Right" Kaine left it there and his stinger retracted.

Turning back, Spider-Man found a gathering of heroes watching him. Some old allies, some new faces.

"Time to face the music", Spider-Man started walking to the others.

Kaine grunted a reply and bound the spider creature with his web.

"So, the Marvel Knights? That's the name we're going with?" Spidey quipped, hoping to ease some of the tension.

"It was Jess's idea" Luke Cage told him, then was jabbed in the ribs by the woman.

"It tested well, and it distinguishes us from the regular boys in blue", she told everyone, what sounded like the hundredth time she's had to do so.

"Heh. I kind of like it", Spider-Man smiled under his mask. "So we're in business now?"

"Not yet", the calm voice of Danny Rand spoke up. "We were just trying it out."

"And besides", Misty piped up, "you're not official. Not the red and blue you anyway."

At Misty's comment, everyone looked at his new suit. It resembled his original, but more metallic looking. And the blue glow, sometimes flashing at random, seemed to be primarily around the spiders on his chest and back, and his eyes.

"Nice look web-head" Luke commented.

"Much better than the spooky one" Jessica added.

Peter smiled under his new mask. He liked this one better too.

"So, everyone ok?" Spider-Man looked at the hostages and the other spiders. He noted Mystique went missing at some point. No matter, he can find her later.

"Looks like it. Though, who are the new group ripping your style?" Luke questioned.

At this point, Kaine approached with a wiggling web sack over his back. "It's a long story."

"Ok" Luke frowned at the newcomer. "Then can someone tell me what in Christmas happened here?"

Eyes turned to Spider-Man. He shrugged and lifted his arms in a what can you do expression. "It's a long story."

Vol. One: End

This ends the first arc of my story.

Peter is back in red and blue with new toys. His new job is starting soon. And the hero community seems to be coming around.

Kaine is back with his entourage. Who are these mystery Spiders? I'm sure you can guess most of them already.

I left a few dangling threads, and I will get to them. After this, I'm taking a small break on this story. But I will write a few short stories that are set between the arcs. I just don't know when they'll be put up.

Expect a few changes for the next arc. Nothing stays the same in Spider-Man's world for long.

If anyone has questions or suggestions, I'd love to hear them. I'm still shocked by the amount of support I've received for this.

So, I hope you enjoyed the story so far, and that you all will be entertained by what comes next.