"Peter!"

"No!" Spider-Man screams, swinging as fast as he can.

"Peter!" "Peter!"

"Stop!" He ignores more of the blondes that have been appearing on every rooftop, street, and fire escape.

"You didn't save us", the figures declare.

Spider-Man continues swinging for all he's worth. The familiar faces haunt him from every rooftop, open window, and fire escape. Dozens, maybe hundreds.

Every face, the same as her's.

How many Gwens did he clone?

And why now? Was it because of what's going on? He already figured that his emotional state influenced his powers to a degree.

He was lost and confused when Ezekiel spoke to him. After visiting May, he thought a lot about his daughters, and Mattie Franklin, a daughter like figure, showed up to rip him a new one for not saving her. Now this clone degeneration plague appears, and his concern for Kaine (and a few others now that he thought about it) has Gwens popping up everywhere he turns.

He realized a week or two back he needed a clear head for things to come, hence his lessons with Laura.

Landing on an open roof, he closes his eyes and blocks out everything. He can hear all the Gwens surrounding him, asking why he didn't help them. He ignores them the best he can.

Breathe in.

Hold it.

Exhale.

Empty my mind.

The world around him goes quiet, except for the sounds of the city. He opens his eyes to find himself alone.

"Hmm. Gonna give that girl a raise", he says to himself, running off the roof to continue his journey.

-Kaine's Fancy Hotel Room-

He's a red and blue blur by the time he hits Kaine's and Aracely's open hotel window.

Landing in a swank living room area, Spider-Man is treated to the sight of Kaine, wrapped up in thick blankets with a thermometer in his mouth and an old style rubber hot water jug on his forehead. Aracely, in her normal clothes except for a nurse's hat, completed the Loony Tunes like scene.

"Peter", Kaine stood up, most likely glad for the interruption. He shook off the blankets and the rest of the gear his charge loaded him down with. "What's up?"

Spider-Man examined him closely. No degeneration. No scaring. No melting. In fact, it looked like he had a-

"Cold", Aracely interrupted his train of thought. "Just a cold. He caught it when he jumped into the river. He doesn't have that cell dissolving thing the clones in the city are breaking down with." She pauses in thought. "Weird, you both thought of Gwen."

Kaine shook off her observation and narrowed his eyes at his brother. "Parker", oh great, he's back to using the last name again, "explain."

Peter's mask peeled away and he rambled on. The mysterious meltings, the case he's assigned to, a Gwen and Miles Warren found in the city, and untold numbers of Gwens and other clones falling prey to whatever is going on.

"Except me", Kaine finished. Peter nodded. He would be concerned this cold would be just the start of something worse, but if the girl with uncataloged mental super powers was saying everything was fine, who's he to judge?

"I'd still like you to get checked out at the Baxter Building though", Peter told him. Uncataloged mental abilities or not, better safe than sorry. Aracely apparently agreed, and left into another room.

"Like hell", Kaine replies. He cuts off Peter before his speech starts. "I've been examined, cut up, and experimented on. No way in hell am I going to let some creepy stretchy guy get his fingers on-". He's interrupted by his Scarlet Spider suit landing on his head.

Pulling his costume off his head, Kaine turns to the attacker. Aracely stands with her Hummingbird suit hanging from her arm.

"He's concerned for you. You're worried too. Help each other and get checked out", she tells him before leaving the room again.

The two look at each other. Peter shrugs. Kaine glares at him. "Ok then", he declares before finding some privacy for a costume change.

Peter finds himself alone in the large room. The fact that Kaine doesn't appear affected by whatever is going on eases the tension slightly. But how many others could be...

It comes to no surprise to him that his phone begins ringing at this point. Bracing himself for the worst, his costume opens up to reveal the pocket of the shorts he has on underneath. He pulls the phone out and checks the number.

"Who in the world is this?" He asks himself. He doesn't recognize the number, aside from it being from the local area.

He answers. "Hello?"

She screams, "Peter! Get your a** over here now!"

Carol. A hundred different scenarios pop into his head. His mask reforms and he leaves the hotel like a lightning bolt.

"What's going on?" Spider-Man yells into the receiver.

"It's May!", over her frantic words, he can hear pained grunts and thrashing. "Something's wrong, she just fell over and her costume looks like it's melting!"

Not just May. April too. They'd merged into one being to survive, now that connection is hurting both of them. His girls.

He kept on course for her apartment, plans forming in his mind. "Carol, grab May and I'll meet you en route. Head to the Baxter Building. I got a few calls to make."

She agreed and he heard the sound of her costume forming before the call was ended. Mentally judging each of their speeds, and distances they needed to travel, he figured they would intersect about a third of her way to the Baxter Building.

Just enough time. He dials his contacts and swings for all he's worth.

-Baxter Building-

The landing is clear for Spider-Man and Captain Marvel. The roof top is open and the two drop straight into one of Reed's labs. Susan reaches out for the third member of the arriving group and picks her up gently with a force field. May is placed in an open tube filled with some green liquid and the lid seals over her. Spider-Man is silently watching the young woman slowly appear to pull herself together.

"Nutrient and oxygen rich techno womb of my own design", Reed informs him while typing on one of the many computers hooked to the machine. "She won't drown, and the fluid should slow the damage down until we figure out what is happening".

His mask peels away and Peter grunts in acknowledgment. May's eyes crack open and she places a hand against the glass. Peter puts his own against his side of the tank, trying to give the girl any comfort he can.

"Why was she at your apartment?" He finally asks Carol. There was no time to play 20 questions on the trip.

"Her and that Scarlet guy popped into my place about a week ago", she stands beside him watching May. "She wanted to talk about... things. I guess when it didn't look like a fight would break out, the guy left. So we talked. And then I invited her to dinner at my place the next night. And then the next night. And it became a thing. We just talked. It was nice."

She shifts her gaze to him. "You never told me about her."

"To be fair", Peter's eyes didn't leave his daughter's pained form. "We haven't spoke much lately."

"You didn't tell me about her from around here either", he got her meaning. The little girl he lost.

"You never talked about Marcus", she wants to play hardball? He's game.

Carol glared, then turned back to May. "I thought everyone knew about that."

He felt like a jerk for the comment, but to him it still felt justified. "I wasn't interested in what everyone else knew. I was fine if you never wanted to talk about it. Just pointing out some people have things they don't bring up."

She turned to walk towards Sue. "I thought we were close", she commented softly.

"So did I", he turned to watch her go. "But you pulled away", he says quietly to himself.

"Enough with the drama Webs", Johnny Storm walks up to him with the Thing carrying an old steamer trunk behind him.

"Johnny", Peter directs to his friend sounding worn out. "I told you to grab 3 notebooks. Not the entire thing."

"Yeah, but flame brain forget which ones", Ben informed him setting the trunk down in front of him.

"Figures", Peter says absently. He pops open the lid looks around while Ben and Johnny argue.

The hero is so focused on his task that he doesn't even notice Valeria stand next to him until she clears her throat.

"Oh, hey Val", he greets her and goes back to his search.

She looks into the old trunk. Inside she sees a large metal box and several dozen spiral and composition notebooks.

"What is all this?" She asks picking one up at random to look through.

He has two of the three he was searching for. "Over the years, I've ran into a few strange things here and there. Sometimes I've actually had to use my head", he chucked slightly.

Valeria barely notices, completely drawn into what she's reading.

"Whenever I had an idea or a theory, or I made something, I would put it on paper. Sometimes, what's on that paper would actually be useful", finding the third book, he gathers them up and turns to the girl. "It's just silly little ramblings of mine mostly, but I trust Johnny to keep them safe. He had Reed make a pocket demension thing awhile back and only Johnny knows where it is. We got a system to break it out every now and then."

He looks at the notebook she was looking through. "Oh yeah", Peter sounded a bit embarrassed. "That's my anti-Hulk level defense book. Don't believe anything in there, I doubt anything would actually work."

Valeria looks up to the hero clutching the book tightly, "may I look through these?"

He was about to say no, but the look of scientific interest on her face changes his mind. "Sure kiddo", he ruffles her hair as he passes by, "don't rot your brain too much though. And keep them safe for me ok?"

He thinks two or three and she'll quickly lose interest. Her dad's Reed Richards. The man has burped higher quality stuff than he's scribbled down.

Valeria drags the trunk past her still arguing uncles to find her brother and a quiet spot to examine this newly found library.

Peter walks past Carol and Sue to talk to Reed, at another computer checking another readout.

"Stretch", the younger man gets the FF leader's attention. "Here's all my notes on cloning. It's not much, but I'll give anything if it might help her."

Mr. Fantastic continues typing with one hand, stretching over the keys and producing more finger like appendages. With his other hand he picks up the top notebook and peers through it. His attention is slowly riveted to the papers in his hand and all typing stops for a moment so he can hold the notebook and turn pages more efficiently.

"Peter" He looks to him over his readings. "Where did you find these?"

Peter starts to feel a bit self-conscious. "I wrote them?" It came out more like a question than he meant it to be. "I've had my fair share of dealing with clones. I've picked up a thing or two here and there."

Richards turns back to his computer making adjustments, referring occasionally to the book he held. "These notes are remarkable!"

Hope flickered in Peter's chest, "so she'll be alright?"

Reed's face turns serious. "She stands a better chance to survive until we can discover a remedy."

Ah. Well time to do some serious Science.

He starts to take a station at a random computer to see what he can accomplish when Reed stops him. "In the meantime, could you look at our other guests?"

Guests? ... Oh yeah, Kaine and Aracely.

Peter reluctantly turns away from the work and finds Sue motioning him to follow her. Carol seems to have taken his spot in front of May's tube.

He follows the blonde woman into another lab. Kaine and Aracely were there, looking the same as when he last seen them. A younger looking him and Squirrel Girl were there too. And two human size, half spider transformed teens in identical tanks as May's.

Doreen was the first to notice him and points him out to Pete.

The younger him walks up. "I wasn't going to put on the costume, but things started happening and we needed to move quick and-"

Doreen takes over, "Spider-Girl finds him and started questioning him and all of a sudden she starts shaking and-"

Pete's turn, "and I didn't think, I just found my old costume and grabbed her and we hightailed it here except-"

Doreen, "my friend Nancy called and it was an emergency. Her boyfriend Miles started acting the same way so we picked him up too, and here we are!"

Spider-Girl. Anya. And Miles Morales? Except this world's Miles Morales. He knew he was at ESU, but he wasn't sure if he wanted to make contact or not. Too late for that now.

Peter was at a loss for words. Turning to Kaine, the man merely shrugged.

The questions forming in his brain were squashed by Susan, completely forgotten by his side.

She reached up to a communicator in her ear. "Yes dear? Ok." She grabbed him by the arm.

"We have another one incoming", and she pulls him to the other lab.

Just finishing her landing, he sees MJ, in civilian clothes except for her mask, holding a figure in a blanket.

When the figure is dropped in the newest tank that extended from the wall, Peter stares in shock.

"Jess!", his voice coming from another him, slightly higher due to age, calls out to the figure.

Pete and Doreen rush up to the glass. Jessica looks slightly more stable than May.

Probably because of differing cloning techniques of their demension, Peter thinks absently.

Reed stretches between the two large machines, typing this and that, still pouring over the notebooks.

Totally focused on his work, the man asks his wife to answer the sudden emergency calls.

Sue steps away from where she helped Jessica into her tank and swipes her hand through the air. 3 holographic screens appear in thin air.

Hank McCoy, with the Hulk pining down an old cyborg guy with Hank Pym looking like he's administering some kind of needle to him in the middle of a hurricane in a lab appeared in the first screen.

Tony Stark screamed into the second screen with the rest of the Avengers fighting what looked like a human thunder storm at Avengers Tower.

Commissioner Rogers was in the third, at Marvel Knights headquarters. Luke could be seen in the background, wrestling a mutated spider lady. Other spider ladies, in various states of degeneration, ricochet back and forth chased by the other members.

"Mrs. Richards, if your husband isn't terribly busy-"

"-Ragnarok! Clor! Whatever you want to call him-"

"-look like Spider Queen. We could use-"

"-the Cuckoos are affected as well-

"-Parker? Get your a** here and fix this!"

"-could use your help here son-"

"-any clue Peter?"

"Parker!"

"Peter!"

"Bug Man!"

Peter took a step back from the screens, a little overwhelmed. Everyone in the lab looked to him.

"Well hero", he turned to the speaker. The Jackal, leaned up against May's tube. "How are you gonna mess this one up? Hahaha!"

Before he could comprehend why the Jackal was even in the building, another Jackal walked through a wall, laughing in harmony with the first. And another arrived. Then a Miles Warren. Another Miles. Another Jackal.

Dozens of spirits. Dozens of dead clones. Laughing their hideous laugh.

He couldn't concentrate. Couldn't think. Couldn't even breathe. He crouched to the floor, hands over his ears. He couldn't keep out the laughter.

"Peter?" The voice of an angel called out to him. Expecting the shade of his blonde ex, he was only half right. She was blonde.

"Are you ok?" Carol lightly touched his shoulder. Even as upset as he made her, she still cared. Taking her hand, she helped him stand, and the laughing of demented specters faded away, back to where they belonged.

"Yeah", he held her gaze. They looked into each other's eyes for what seemed like forever.

"Parker! Did you hear me? I said get here now!" Stark spoke up.

Carol quickly looked away and walked back to her vigil by May.

A quick look around the room showed mostly everyone still watching him. Some in confusion over his earlier breakdown, and some with small smiles over what just happened.

He coughed. "Ok", he turned to Reed. "How are we doing here?"

"They have both stabilized for the most part." He consulted a spiffy tablet he was now carrying. "Degredation has slowed to a crawl."

Good. That buys them time. "Dr. Richards, you got things here?"

The doctor looked up from his work long enough to give him a thumbs up.

"Groovy", he turned to the holo conference. "Steve, I'm going to send a few people your way to help."

The commissioner nodded. "We'll be expecting them." Steve turned off his end of the call.

"Stark", Peter called with a bit of venom in his voice. "You and earth's mightiest are going to have to hold the fort."

"What? No way, I'm ordering you-"

"I'm not an Avenger remember?" Peter took a bit of glee in cutting him off. "Besides, we don't have a cure yet. You've got the strongest team on the planet, hold him till we think of something."

He waved away the screen before Stark could open his mouth again.

He turned to the last screen. "Hank. I got a feeling here."

"Indeed", McCoy replied, examining the new sleeping patient. Pym was helping Banner stand from the de-powering in the background. "Methinks this was not a coincidence."

"Ya", two and two equaled four. "Speak with Cyke lately?"

"Not a soul from our sister school has answered my calls."

Hmm. And that's where Emma hangs her designer hat.

"I'm swinging out to you". As much as it hit him personally, he felt like he was just caught in the crossfire. "I think we can get some answers if we crack our heads together."

"Indubitably", the blue scientist agreed. "We will be expecting you."

"Right", Peter ended the call. "Kaine?"

The Scarlet Spider sighed, "already on it." He called out, "MJ, Aracely, you're with me."

"I'm in costume, it's Hummingbird", the younger woman replied.

MJ just nodded. She cracked her hands, itching for something to do. Just had to grab the rest of her costume at home.

"Pete", the younger Parker turns away from his family in the tank. Doreen stood beside him holding his hand.

"Help any way you can. You're a smart guy. Keep an eye out for our people."

Peter gets a small nod from his demensional other before he turns back to Jessica. Doreen moves closer to him and wraps her tail around them to provide any support she can.

"What ya need us to do?" Grimm asks, speaking for himself and Johnny.

"Uh", he turns to Sue.

"It's your show Peter. Reed may need my help. You already have some idea in mind", she starts to walk back to her husband. "Your family is our family."

Right. Thor bless Susan Richards.

"Torch, Thing, let's head to the Grey School. They might need extra help if this is as bad as I think it is." Peter's mask forms back over his face, going into full Spider-Man mode.

"We can take the new flying car", Thing announced, heading to the hangar.

"Let's burn out Web Head", Human Torch follows his rocky bud.

Spider-Man follows until Captain Marvel falls into step beside him.

He doesn't break stride when he turns his head to look at her.

"I'm coming too", she states the obvious. "When you think something's bad, it usually means world threatening."

"Right", he can't help but feel a little better with her beside him.

May, Jessica, Miles, and Anya were in good hands. They'll figure everything out.

They had too.

-Somewhere in North America-

He could feel his enemy twisting in pain. The body may be resting, but the mind was alive in agony.

The survivor was locked away, sealed from the energy that powers him.

And tomorrow at dawn, the razing of the earth will begin. Leaving something better.

His earth, fit for the strongest.