The battered form of Iron-Man stands above the large Spider creature.
The hum of a full power repulsor aimed at its head draws the eight eyes to the glow.
Iron-Man, holding his damaged shoulder, gloats over the figure.
"Any last words Parker?"
-45 minutes earlier-
Kaine leaned on the rail of the 2nd floor that looked over the main dance floor of the club. Rachel had been talking with Aracely, the younger woman looking exhausted but deliriously happy.
The riots in the streets appeared to have been stopped and his charge finally stopped projecting her field and allowed the EMTs to approach and find the wounded they were hiding.
Kaine was watching the last of the wounded be led out when he felt a little nudge at the back of his brain. Not Spider-Sense, he hadn't had that since before his original rebirth and fighting the Queen. And aside from a single dream, he hadn't felt any other mental stirrings.
But this felt strangely familiar.
Looking around he observed Mary, behind her bar looking like she was nursing a massive headache and slapping away the concerned hands of that Jazinda friend of hers.
He turned to see Rachel and Aracely watching him.
"Trouble?" Rachel didn't need telepathy to read his concern.
Kaine walked past them heading for the stairs. "Maybe. Something's in the air."
He told Aracely to watch out for Mary and didn't object when Rachel wordlessly followed him.
Up the stairs and on the roof, the two scanned the buildings around them looking for something amiss.
"KAINEEEEEE!"
Their heads whipped in the direction of the call.
A large spider figure running and jumping on the sides of buildings derails their thoughts, as does the actions of a black and white suited female Spider appearing to be half ridding on its back, and half trying to wrap it in a web cocoon.
The sight reminded Kaine of being at the rodeo in Houston.
He's startled out of his memories when an invisible hand lifts him into the air. His attention swivels to the redhead floating next to him. She winks, "I'll get us up there."
Kaine nods and works a half remembered trick from his inherited memories.
-40 minutes earlier-
Julia knew she had spotted Kaine, but after calling him she just tried to hold on for dear life.
This creature was bucking her wildly, set on its course and trying to disengage her. The six arms whirled around and she took a couple of blows to her forearms and shins, but she refused to let go of her web-line around the large Man-Spider.
The Spiders, she knew from experience, always had some strange connection to each other. Not the Great Web. She knew that their particular corner of the multiverse didn't support that kind of thing, despite what some of the others believed.
It was just some primal sense they kind of shared. The thing the Kravens tried to twist and use to take them down.
Whatever it was, she could practically taste Peter's anguish through it.
She rode along for another minute before a force hurled them into the air.
She let go of her ride and tried to twist her disoriented body to at least lessen the landing. She was caught on the roof of a building by a familiar brunette with a web mask covering the lower half of his face.
"Madame Web?" Kaine asked her while helping stand.
"Spider-Woman", the former clairvoyant shrugged. "It's a long story."
The two turn to a clearly struggling Rachel, arms outstretched, trying to hold down the creature with her telekinesis. The creature bucked and swung with all of its appendages, looking like it was being crushed underneath an invisible rolled newspaper.
"Someone have a plan!?" Rachel called to them through gritted teeth.
Kaine walked calmly to the front of the creature, staring down all eight of the glassy eyes. The thing stared at him for a moment, seemingly in recognition, before roaring in defiance.
To the shock of the ladies present, Kaine took the opportunity and shoved his arm down the screaming throat. Finding what he was looking for, he uses his strength and pulls a person out, breaking the face of the creature.
Peter Parker is left gasping for air and grabbing blindly at the arm around his throat. Kaine releases him and eases his disoriented brother to the ground.
The remains of the spider creature loses its color and shatters under the force of Rachel's telekinetic restraint like cheap pottery.
For all her adventures with the various X teams, Rachel is still momentarily speechless. "Th- the hell just happened?"
Spider-Woman helps the shaking man stand and supports him until he can start functioning. "I don't know", she admits, and pulls a makeshift pack woven from torn clothes and webbing that was strapped to her side. "I think he got a message and he went ballistic."
Kaine took the pack and pulled out some personal effects Peter was carrying, including his phone.
"I can get the code from-", the redheaded psychic is interrupted by Kaine's fingers typing a quick '1968' unlocking the phone.
"An old locker combination", he explains. "He uses it for a lot of number combos."
"D-don't be g-giving that out to j-just ANYBODY bro", Peter weakly quips.
He stands away from Spider-Woman and stumbles slightly, but catches himself and seems stable.
A bombshell whistle draws the Spiders attention, "you two are completely identical, right?"
Kaine is the first to follow Rachel's line of sight. He gives an unhappy grunt and shoots a web at his brother.
Peter's Spider-Sense warns him, but his reactions are too slow. "Yowch! You jerk!" He groaned from the pain from the pair of web-undies that were forced on him.
"Cover yourself", Kaine replied absently, still looking through the phone.
Spider-Woman watches the mostly naked man. "Are you alright? What was that?"
Peter breathes slowly and rubs his temples. "I don't know. I just, kind of, snapped. Finding out about Tony was one thing, but Em's text?"
"Who is 'Chat'?" Kaine asks, sounding a bit grumpier than usual.
"I don't know", Peter gestures wildly. "She was my- OUR girlfriend? We knew Emma Frost in high school? She erased all trace of her from MY MIND!?"
The guttural tone and red eyes put the other three on alert.
Peter shut his eyes and shook away the fog of rage that had settled over him. Losing it now wouldn't help things.
"I'm fine, I'm cool", he assured the others. "Just incredibly annoyed and teed off."
"Don't forget confused", the younger Parker remarked, once again staring at the message.
Rachel looked at the pile of waste that used to be a Man-Spider. "And the monster thing?"
"Something I've done a few times", Kaine informed her and tossed the phone to Peter. "But never to that extreme. I thought that other Scarlet Spider had 'The Other'?"
"It's not that", Spider-Woman told them. "It has to be a natural evolution of your Spider abilities." She ignored Kaine's scoff and continued. "Peter's been mutated into something resembling that creature on at least one occasion." She suppressed her annoyance at Peter coughing "more". "Your changes, organic webs, six arms, exoskeleton-like armor, who's to say that the 'Man-Spider' isn't the culmination of all of that? Have those abilities been with you all along, you just never noticed? Those mutations, your body's way of telling you to dig deeper?"
Kaine rose an eyebrow. He was clo-BROTHER of Peter's. He never stopped to have his genetics checked out or his body tested. This explained his own periodic changes into some kind of spider monster. And the primal rage he can feel sometimes, if Peter's tantrum through the New York skyline were any indication.
Peter considered it for a moment and did what he did best. He decided to worry about it later. "We'll deal with that some other time. And Frost's message. It's only a distraction."
"How do you figure?" Rachel questioned.
"The timing is too theatrical", he nodded at Spider-Woman. "Our mysterious third party villain."
Without answering Kaine's questioning glare he continued. "Stark is behind trying to keep Carol and myself split, and the mysterious message from Logan. And I'm willing to bet he's the one behind, or at least involved, in my frozen murder case. Not to mention, freeing villains and arming them for this riot. My gut says we'll find answers with him."
"Ok, how do we go about it?" Kaine asked, cracking his knuckles.
"Steve might not like it, but you three can consider yourself deputized", Peter made a vague "knighting" gesture with his hand and thwiped up a web mask for himself.
"We need to stop at my lab first."
-5 minutes earlier-
Stark's day was going well.
He set loose hordes of villains and common criminals, some armed with high-tech weapons, and waited for his associates to return.
His trump card was secured and waiting if things went south.
He had had a drink in his hand, waiting for the man who ruined his life to put together enough clues to lead him to a face-to-face.
Everything was going so well.
So why was he fighting with a spider monster, wrecking the penthouse floor of his building?
The roars were nearly deafening, even with the armor compensating.
Scratches appeared all over the finish. Sparks flew here and there from deeper gouges. His right shoulder seemed sluggish, something internal must have been damaged.
He turned on the Tiberius Stone's "spider jammer", a quaint little device he strong-armed the man for, and twisted the power all the way up.
The creature halted in its advance and grabbed its head in pain.
Stark grabbed the spider by the waist and flew through the roof and back down a few floors. He took a claw into his damaged shoulder, popping apparently from the creature's wrist.
Slamming the thing down into the floor Stark stood victorious above it, powering his repulsor gauntlet with enough energy to power the building.
"Any last words Parker?"
-Now-
The image induced form of the creature fades and a red and black suited Spider stares up at him. The extra arms, now spider leg-like waldos, folded into the pack on his back. His claws retract into his wrists.
"Whallopin web-snappers."
An invisible hammer of force knocked the armored fighter off his feet. On the floor, Stark could see a redhead and a black and white Spider lady enter followed by Peter Parker holding his pained skull.
The redhead helped the Spider-Man look-alike to his feet and the four turned to Stark as he stood.
"It's over Tony", Peter announced in disgust while brandishing the USB drive in his hand. "We got plenty of evidence you were behind the riots, and with more digging I'm sure we'll find plenty more."
Stark lifted his visor and brushed off some plaster off his armor. "Well it's not as I had planned it, but you're here."
The declaration put the group on edge.
They were unprepared when a massive green hand pushed through the floor and grabbed Peter's ankle and pulled. The floor collapsed around them and they fell into a dark hole.
Stark manages to catch himself and hovers in the air, watching the group fall in a pile.
Peter is the first back on his feet.
Looking around, he sees they're not alone in the dark room.
A grey furred Dark Beast stands near his unconscious blue counterpart at Peter's 8 o'clock.
The massive form of what could only be a Hulk, except with grey hair and a beard, is in a similar position with Bruce Banner to Peter's rear right.
And Ultron holds the wrists of a knocked out Hank Pym and a distraught Valeria Richards in front and to his left.
Iron-Man flies down behind Ultron, where some type of throne appeared to be constructed. He sits and allows the mechanical arms to remove the damaged armor.
Appearing only slightly ruffled, he adjusts the cuffs of his suit and walks to the now standing group of heroes.
"Using your copy to distract me and download the data? Somewhat clever I suppose", he stopped near Ultron and crossed his arms. "If you were getting out of here alive."
"Cut the crap Tony", Spider-Woman spits. "How do you think this will go down? Once everything settles you won't be able to hide your involvement with Ultron and evil Hulk and Beast."
"That will not be a problem for the likes of us", Ultron's cold voice informs them.
"Now now, all in good time", Stark admonishes the android. "We have all the time in the world to chastise their ignorance. Let's enjoy it."
"What happened to you Tony?" Peter asks in confusion.
"Wrong Stark, Parker", he announces. Obviously straining, something ripples under his flesh. His head rolls and muscles in his neck bulge. His features change slightly. He still retained the Stark look, but his hair changes shades, and his cheekbones become less pronounced. Finishing the transformation, a gold covering spreads over his skin.
Peter remembers the 'Extremis' Tony had used at one point, and notes the possibility that this Stark had also been through the process.
The holes in the floor opened and red armor pieces flew toward Stark. Large gear-like pieces rested on each side of his head.
The angry looking helmet landed in his hands once everything else came into place.
"You ruined my life once Parker", he sneered while lifting the helmet.
It snapped in place, cutting a far more intimidating picture than Ultron beside him.
"I'm here to ruin yours. My name is Arno Stark."
-The Apartment-
Carol had been feeling uneasy for the last hour or so.
Something bad had happened, or was going to happen.
She rubbed her stomach, the baby knew it too.
Screaming out in alarm, she fell to her knees and held herself.
Elektra and Laura immediately rushed to help her.
Carol screamed in pain and confusion, and the world erupted in green.