(Warning: Off the wall made up science and comic book logic ahead)

The group parked the "car" in the hangar and marched to the nearby lab.

Three of the smartest people on the planet, and they asked for Peter Parker. It worried the hero slightly.

He heard the arguing as soon as the lab opened.

"- used it as soon as you knew it would work!" A green haired lady in sunglasses had her arms crossed and voice raised at the Beast.

McCoy looked a bit different since last Spider-Man had seen him. Still big and blue, but his face lacked a bit of the animal he had. Still fangs and pointed ears, but blunted slightly.

Answers were forthcoming. "I had to make sure it would work properly. I may have lost my azure countenance if I had not."

Hank Pym and Bruce Banner were in front of a tube holding the unconscious body of Cable, trying to ignore the drama in the room.

"So?" Green mystery lady continued. "Blue, pink, polka dots, it wouldn't have mattered", she poked his chest. "You had that Apocalypse stuff in you. Better you turn completely human than leave that inside you."

"Would you have stayed?" McCoy asks sadly.

Ah, Spider-Man thought. This must be Abigail Brand. McCoy had mentioned her from time to time. Was incredibly drawn to his furred body. They were something of an item.

"Don't be an idiot, genius." She stepped to him, yanked his head down and gave a searing kiss. "I came for the blue monster, I stayed for the man inside."

He smiled slightly until she smacked him in the head. "And someone has to keep you in line! Leaving that c*** in your body to keep me around? Don't be so stupid!"

She turned to exit and noticed her audience. She nods to them, giving Captain Marvel a curt, "Danvers", before leaving.

"My apologies comrades", McCoy began after the door sealed. "Abigail can be high strung at times."

Johnny whistled, "you got a fiery one big blue."

Big blue agreed with a chuckle.

Spider-Man smiled. Good for him. Life continues on.

The X-Man turned businesslike. "Now Spider-Man, the reason I asked you here."

Spidey was led across the room to the other geniuses. Carol followed and Johnny and Ben amused themselves with various things they could find.

Aside from Cable, the red and blue hero noted three identical young women in their own tanks and a fifth tank open with...

"Oh no", Carol held her mouth and gasped. The remains of some poor soul floated in a pool of fluid at the bottom of the open machine.

"Yes, the young woman appeared more susceptible to this malady than others." McCoy informed them solemnly.

"Who?" Peter asked, his mask pulling away from his face.

Pym cut in. "A girl with fairly strange genetics. Some blend of mutant and spider and definite markers indicating cloned tissue."

Peter narrowed his eyes. "An experiment." It was not a question.

"By the nefarious Jackal we have come to understand", Beast finished. A moment of silence fell over them.

Figures. If it's experiments with spider DNA, you can bet the Jackal was involved.

Wait... "why was she more susceptible?"

This time, Banner answered him. "We're pretty sure because of her genetics being extensively tampered with. Her structure wasn't as strong as a normal clone."

Made sense. May wasn't a full clone. She was human (Spider-human anyways) that merged with a clone/symbiote of herself to save them both. It was only part of her being affected.

Jessica was a clone of her world's Peter Parker. But it was assumed because of the cloning techniques there, she may have an edge fighting this thing.

And Kaine... there was no telling. He showed no signs of falling apart.

"Ok", Peter was trying to get his head around everything. "I get the Cuckoos", Emma had spoken about them before, "but Cable? I didn't know he was a clone."

"He is not", McCoy replied. "His mother however...", he left unsaid.

His mother? Wasn't that Jean? Cyclops and Jean Grey. Was it a clone of Jean?

A snap of fingers drew his attention.

"Madeline Pryor!" Pym said in remembrance. "She was behind that Inferno thing a few years back, right?"

"Indeed", McCoy affirmed in slight revulsion. "She was created by Sinister as a brood mare to carry Scott's child"

He gave the group a quick rundown of the circumstances and Peter let his mind wander.

Pryor was Grey's clone. She birthed baby Cable. So, that's her inside him being torn apart by this plague. Peter felt for the guy.

And Emma's kids, given their circumstances. For all the people affected by this. It hit him and his family hard, but there were others that suffered as well. He needed to help, to do something.

"What did you need me for?" He asks after McCoy finished his story.

The three brilliant men turned to him, making him slightly uncomfortable.

"Well", Banner began, "after thinking about it, we came to the conclusion that you're the closest thing to an expert in cloning on the side of good."

The younger scientist stood slack-jawed for a moment. "Excuse me? I think I had some crazy in my ear."

"It's true", Pym chuckled.

Great. They were looking to him on this. Yay...

"What about Clor?", he asked Pym.

Henry looked a bit sheepish. "A portion of "Clor" is cybernetic. Aside from allowing us to program his mind, it kept his body from falling apart."

Ah. That was interesting. Didn't make this situation any better though. They needed his help to save Cable and the triplets. Reed was no closer to curing his girl and "cousin". No telling how many others were suffering right now.

It was time to web up, or shut up. And baby, his mouth never stops.

"Any progress so far?"

-A Few Hours Later-

It was past midnight. The four scientists poured over every note, every scrap of information, and every experience between them.

Carol stayed nearby, currently propped up on two large chairs with a lab coat draped over her while she slept.

Johnny and Ben went up to the school for food and were supplied guest rooms for the night.

Reed was on a holographic screen. Zero changes. Degredation not completely halted, but slowed considerably. The same processes now being used in the X-Lab.

Kaine's team wrapped up the spider lady business. Shortly after, they turned into piles of human mush. Kaine assured he was fine, but Aracely said he was a bit tore up over watching them suffer a fate he had recently escaped from.

They, along with Pete, Doreen, and MJ, crashed at the Baxter Building.

Miles and Anya, it was discovered, were suffering from the same problem, only it was their Spider DNA that was breaking down, hurting them and slowly killing them.

They were both recipients of spider powers from the Spider-Island event. Anya initially was kept from changing into a large spider. Miles' spider abilities were apparently dormant. He appeared immune to the spider bite for a time. No one even knew he was bit. Whatever was affecting clones, activated those genes and turned both young people into half spider monsters.

That led to a random breakthrough.

"It was the same spider", Peter said, mostly to himself.

Banner nearby overhead him though. "What was?"

Peter dropped down to the floor from his spot on the wall. "It was the same spider that gave me my powers. It has to be."

McCoy and Pym turned away from their work. Pym's face was questioning, "how do you know?"

The arachnid hero broke it down. "It makes the most sense. Jackal was behind the Spider Island event. He's also an expert in cloning and my DNA. There's rarely been a successful recreation of my abilities. If you were planning for all of Manhattan to get spider powers, and you were sitting on a ton of grade A spider genes, how would you go about it?"

"I see", said the blue man. "You believe he mass produced clones of the spider that granted you your abilities?"

"Yeah", Peter rubbed his forehead in thought. "Most likely from samples of my genetic material." The original spider was long since digested by the monster Carl King.

"So you're implying the solution could be the Anti Venom cure?" Reed chimed in over the open holo connection.

The younger scientist mulled it over. Kaine was cured of his degeneration from being dumped in a pool of the stuff. Although he WAS mutated into a large spider creature at the time.

Could it work?

"I think", he finally answered. "How did the AVC (Anti Venom Cure) work?"

Reed cupped his chin in thought. "It entered the bloodstream and stripped each cell of particular impurities and used its innate healing properties to repair any damage."

"That's why other super powered people kept their abilities! The AVC removed the cloned spider genetics and healed the cells!" Pym added excitedly.

Peter thought about it. It did remove the spider mutation from Kaine, but he was a clone. Could it have broken him down too? How did it differentiate which cells to heal and which to remove?

The FF leader interrupted, "the point is moot. We have no more of the cure in stock."

"Could more be synthesized?" Banner directed his question to Peter.

"I'm not sure". Peter was racking his brain! There was too much unknown. He felt on the verge of some answers, but kept getting blindsided by more questions.

"Originally", he started thinking out loud. "Eddie Brock had the Venom symbiote. Somehow, I think whatever Mr. Negative did to him, caused whatever was left of the alien in his body to change and become Anti Venom."

"From what little I could examine of it, it appeared to be white blood cells mutated with alien DNA by an unknown energy", Reed added.

The stressed hero began to pace the lab. "So white blood cells, combined with alien symbiote, and some random energy factor?"

"Indeed", the man in the screen agrees.

The lab goes silent except for the frustrated steps and constant beeps from the machines there.

Peter halts his walk suddenly. "Martin Li."

McCoy immediately begins typing on a nearby computer while the others prompt the thought to continue.

"Eddie mentioned something about Martin Li curing his cancer. His was around the same time he changed into Anti Venom."

"Aha!", McCoy exclaimed. "Martin Li, otherwise known as Mr. Negative." He looked to the group. "I pulled his information off of the Avengers archives."

The three others gathered around to see the screen. It showed mostly his criminal records, which Peter already knew some of it. He scanned lower and lower until he hit pay dirt.

"There", he pointed at the screen. "This power. Healing energy."

Banner stood straight rubbing his eyes. "That could be it. The healing energy may have fused the white blood cells and symbiote together."

"Yeah", Peter agreed. "Now I need to know where to get me some of that." He resumed his pacing. "I had the symbiote at one time. If Eddie didn't drain it away from me, and we can recreate the conditions, I might be able to generate Anti Venom."

Pym turned to him. "But there wouldn't be any idea what that could do to you. Or your powers."

"That's a risk I'll have to take", was the only answer he could give. He'd do anything for May and April. And he might be able to save some other people too. He had to take the risk.

"Not really", came a feminine voice from behind Reed on the holo screen.

Aracely was standing from her nest of blankets and pillows she made between May's and Jessica's tanks.

"May and April volunteer. They already have the symbiote, and April can grab the white blood cells directly." She informs everyone before she yawns.

"No way", Peter goes into dad mode. "Their both weakened from whatever hit them, and there's even more risk of uncertainty. No way."

Aracely looks like she was about to argue before she tilts her head, like she's listening to something. "If it saves May and everyone else, I'll do it." She looks to Peter. "That was April."

He stands still, looking past Reed and Aracely directly to May. May and April. They may be one, but that's still both of his girls there. And one may be sacrificing herself so the other can live.

"Ok", he says before he could choke up. He wipes a little moisture from his eye. "We still need the energy to make it work."

"Iron Fist I believe is on duty tonight", Reed begins. "His "chi" I believe could substitute for this healing energy."

"Good, call him and set everything up. I'm on my way", Spider-Man reforms his mask and heads for the door. A strong hand stops him.

Carol let's him go and stretches, showing a slight belly bump for those who noticed. "I'll fly you. It'll be faster than the Fantasticar."

He nods in affirmation. The others in the lab return to their work, hoping that this cure will save the various infected.

Captain Marvel grabs Spider-Man by the waist and takes off from the open hangar.

The air between them is tense from the entire day previous. Things that were said, things that were left unsaid, and the worry for those that are hanging on to their lives.

Spider-Man was the first to break the silence. "We should talk."

"There's too much going on for that, don't you think?" She asked in a neutral tone.

"I don't mean right this second. After all this is done and we can breath a bit, we should talk."

"About?"

"Things. Things and stuff."

She sighs. "I may have been a bit hasty in my decisions."

"Like Quicksilver after a pot of coffee."

She tries to hide a smirk with a frown. "Anyways, yeah. Maybe we can talk. After everything."

"Sounds good", he remarks just before she sets them on the roof of the Baxter Building.

They take the elevator straight to where they left May and the others.

They find Reed shaking Iron Fist's hand and talking to him while the rest of his body was typing away at a terminal.

The martial artist turns to them as they approach.

"Congratulations Captain Marvel. Spider-Man." He bows to them with a fist in his hand in front of him.

Carol immediately turns to the arachnid with an angry frown.

"Don't look at me! I didn't tell him!" He states with his hands up in front. "He can probably read our ki or something."

"It's chi", Iron Fist corrects him. "And no, I heard from Luke. He apparently still hires Squirrel Girl to babysit from time to time and heard it from her."

"Ok", Peter says, showing his face once again. "She may have gotten the news from one of the Spiders."

After one last glare, she turns back to the white and yellow clad hero. "So, you think this will work?"

Reed calls them over to May's tank.

"I am uncertain. But Dr. Richards assures me the theory is sound."

Mr. Fantastic drains the fluid from the tank and adjusts the entire machine to horizontal. Peter helps his daughter into a more comfortable position once it opens.

She coughs some of the fluid out and cracks one eye open. "Hi dad", she tells him in a weak voice.

"Hey girls", he brushes her wet bangs out of her face. "No matter what happens, I'm proud of you. Both of you."

She smiles a bit, looking pained as bits of the symbiote looking costume look like it starts to melt.

"We should proceed", Reed tells them.

Peter and Carol back away from the table while Reed places several monitoring devices to her.

After placing the last of the cables, he gives Iron Fist the signal to start.

Danny Rand, the Immortal Iron Fist stands at the middle of the table over the young woman. Hands placed together in front, he concentrates. Soon, a glow appears over his hands and slowly brightens.

Peter looks on in worry as the martial artist gathers his healing chi. A sudden pressure on his left hand causes him to look down. Carol's hand is holding his, trying to comfort him. She doesn't meet his gaze, but gives his hand a tiny squeeze.

Turning back to the operation, Iron Fist finishes gathering chi. Concentrating it all into his right hand, he places just below the patient's collar bone. He floods healing chi into her body and staggers back in exhaustion.

The machines begin beeping loudly and faster until it's all one loud noise.

Peter tears himself away from Carol and rushes to his daughters side.

May is thrashing on the table, her strength making dents in the metal where she strikes.

Peter grabs her shoulders to try and calm her down. In the chaos, he doesn't register his Spider-Sense screaming at him.

From inside May, grey-white ooze shoots out in tendrils, some striking her father.

He idly remembers the last time this happened, when Eddie Brock tried to drain every bit of symbiote and radiation from his bloodstream.

The last thing he hears before he fades away is Carol shouting his name.

-Old Weapon X facility in Canada-

The dawn of a new day.

His great weapon was ready, rising into the air.

His forces were ready to carry out his bidding.

He was ready to ride to his long sought victory.

Survival of the fittest.

-Beast's Lab-

Rachael had heard Spider-Man was at the school, but she was too late to talk to him that morning.

Two of Hank's friends were downing their 20th cup of coffee and Hank himself was looking at Nathan's vitals.

She approached Hank to ask when Spider-Man was coming back when she felt a hard psychic message, angry and in pain.

Hank caught her before she fell.

"Rachel! Are you alright?"

She shakes her head to clear her thoughts.

"A message." She looks to Nathan Summers, in great pain in his tank. "About Apocalypse. And Scott."

"Yes, we have surmised that as well. Apocalypse had more than likely taken over Scott's school and subjugated those that remained there. Scott is probably his tool by now. Do not fret, we will get our people back."

"No, you don't understand", she grabs his arms and looks him in the eye.

"Scott IS Apocalypse!"