I feel like this chapter is a bit shabby...

P.S. All credit to respective owners.

P.P.S. Reviews (constructive and not insulting please) are very much appreciated!

-YARN


Peter and Miles were both caught unaware as their police cut in began to frantically call for reinforcements due to Spidercide's rampage at Oscorp.

Miles felt his hands-free buzz and said, "I can handle him!"

Peter voice was tight with concern, "Don't hold back, he's going to hit you with everything he's got and if he can hit with everything per blow, you have to give it everything you've got. I'll be there soon."

Miles gut tightened, he knew how strong he was and could easily kill someone with enough force, "Okay."

Miles route through the city had him closer and he was ready this time, he was going to hit this bastard with everything he's got. He blitzed through the city and landed just outside the ring of RAFT and SWAT that were trying to shoot Spidercide, which they not exactly succeeding either. Close quarters combat was a incredibly bad idea as the villain had no compunctions against killing innocent people; Spidercide wasn't as acrobatic as Miles or Peter by a long shot, but the way he lifted chunks of the floor to block bullets before heaving them at the surrounding officers was enough to keep from being perforated. It was also a problem that scrambling civilians were unable to leave the building if they were in the lobby on account of the gunfire and enraged supervillain. If they got caught in between — even by accident — they would — without a doubt — die almost immediately.

Miles fired a web-line at an oncoming piece of rubble and swung it around him once before launching it right back at Spidercide. The RAFT and SWAT both sighed in relief at Kid Arachnid finally at the scene and seemingly ready to fight. Spidercide punched the incoming projectile which shattered into dust and stalked out of the lobby. He sneered at the hero who was waiting for him to approach.

He may have wanted Osborn first, but he knew his presence would have drawn the arachnid heroes to him sooner or later. Besides, if Osborn wasn't here, he just had to keep the heroes away as he paid a 'house-call' to the former mayor. Kid Arachnid ushered the Raft and Swat members to evacuate the citizens out of the immediate area as Spidercide mused for a moment over how this would affect his plans.

"Hey Spidercide." Miles said calmly, "Been a while, back for round 2 of getting your ass kicked?"

"Hardly," The villain snarled, "I'm here for Osborn, you leave now child and you'll get time to at least get some goodbyes to your family and loved ones until I come for you."

Kid Arachnid dropped into a ready stance, "You really don't get the whole hero thing do you? You think I am just gonna run away because you threaten me?"

Spidercide growled and launched himself at the young hero, one of his hands transforming into a mallet. Kid Arachnid leapt out of the way as Spidercide's morphed fist slammed into the ground, pulverizing the ground into rubble. Miles twisted to land in a crouch and sprung right at Spidercide, slamming a electric fist right into Spidercide's jaw. The villain roared in pain and stumbled back before stomping his foot to propel him forward, lunging to stab Miles with a hand tuned into a spearpoint. Miles nimbly dodged the thrusts and swipes before catching the limb at the wrist — just beneath where his arm turned into a blade — and slamming an electrified palm into Spidercide's chest. The villain howled and his chest erupted with writhing tendrils that all slammed into Miles, sending him flying into side of the Oscorp building.

Miles stared as the tendrils withdrew back into Spidercide's chest, eyes wide and disbelieving.

"I learned a few things from our encounter child." Spidercide mocked, "I was too foolish in rushing in with no idea of what I was capable of. Now I am well-versed in my abilities and fully capable of controlling them. This fight will be mine!"

Miles got to his feet and scowled, "You may have gotten some new tricks, but I haven't been sitting around waiting for you to show up! Back than I held back and still kicked your ass and I haven't even gotten started yet!"

Spidercide howled in rage as he charged and Miles sprinted to meet him. Just as Spidercide launched a punch, Miles leapt over him. He flipped and fired two web-lines onto Warren's shoulders; when he landed he yanked on the web-lines as hard as he could. Spidercide was yanked off his feet sent flying into the side of a building hard enough to leave a dent and a rain of bricks. Spidercide landed on all fours and reached out, shooting a gout of webbing at Kid Arachnid, hoping to yank him into close combat range. Miles ducked out of the way of the gout of webbing and replied with a bioelectric impact web right to Spidercide's head.

It was something peter had cooked up after the whole maggia fiasco in regards to expanding Miles arsenal. While Miles had access to the electric webbing had for his own web-shooters, Peter had seen if Miles was capable of applying his bio-electricity to his webbing. The result was that his venom-blasts were able to electrify his webbing, making them cause pain to his enemies while also not exhausting his electric webbing supply. The tradeoff was that while the bio-electricity was much more painful, they did drain his stamina; Miles was still relatively fresh

The blast of webbing slammed Warren's head into the building he was in front of, causing yellow electricity to dance across his limbs as he screamed. He ripped the web from his face and launched another volley of webbing. Miles leapt away but the webs were a simple feint to force Miles into the air. Spidercide crouched before springing forward, bloodlust clear in his twisted grin. Miles fired a webline to yank himself to the side but Spidericide snagged his leg and slammed him into the asphalt before punting him clear across the street into Oscorp's destroyed lobby. Miles rolled like a rag doll with with the force and still skidded back from the force of the strike when he managed to control his tumble. Miles grunted as he pushed himself to his feet; he felt the bruises purpling over his ribs and back, Spidercide wasn't joking when he had said he was far more in control of his abilities.

Spidercide was already sprinting at him and lunged, hands morphing into claws as he bore down on Miles. Miles scowled in frustration as Spidercide boxed him in the confined area; he knew that he couldn't gain the distance he preferred in this space the villain in this space and by the knowing smirk on Spidercide's face, he knew it too. Spidercide began to throw out punches and slashes with his mutated arms, forcing Miles — with a heavy reliance on his spider-sense — to contort and flip inside the small space in impressive ways to keep from being killed. Ducking under a gout of webbing, Miles pushed aside a fist before his spider-sense screamed and he bent completely backwards to turn a upwards swipe that would have gutted him four long slashes across his chest. Miles blanched at the attack and used a roundhouse bioelectric kick to send Spidercide stumbling back before using his webbing to wrap the bleeding cuts on his torso. Spidercide smiled with sadistic glee at the blood already speckling through the webbing that was now wrapped around Kid Arachnid's chest.

"I told you." He said triumphantly, "I would kill you."

Miles scowled and took a deep breath; he wasn't without his own tricks and held out a both hands and fired.

Spidercide was blasted point-blank by two simultaneous concussive waves and flew right out the ruined door back into the street.


Peter swung through the streets in time to see Spidercide flying through the ruined lobby of Oscorp, trailing flickers of electricity and smoke. Peter didn't pause to admire Miles' usage of his newest gadget had used and used a ground-pound to smash Spidercide into the streets. Spidercide coughed and hacked up a mouthful of blood as Spider-Man struck him, bruises blooming on his back and chest. Spider-Man flipped neatly through the air and landed on his feet, hands on his hips as he finally met his imposter in his full capacity. His only interaction with the man was the time he had been battling Miles and just now as he smashed him into the earth. When Peter saw Miles stumble out of the ruined lobby with red-splotched webbing wrapped around his chest, a dark and deep fury welled up within him. He felt Viri ripple within him in response to his anger and struggle to try to bubble to the surface of his skin and wrap him in the symbiotic suit.

"Peter..." Viri whispered, voice low and almost raspy, "Calm down, or we might lose it!"

Peter tried to quell the rising anger in him, but even then if still leaked through his connection to Viri, incensing to both of them.

"Hello Spidercide." He growled, his voice intertwined with a guttural rasp he didn't know he was capable of making, "We haven't been properly introduced, I am the guy who's going to kick the crap out of you. I could go on a laundry list as to why, but I think the most important one is you just hurt my friend."

Spidercide groaned as he rolled out of the crater, this was too much for him.

He was not capable of beating Spider-Man and Kid Arachnid together, especially not while hurt. He wasted too much time in his overconfidence and enjoyment in terrorizing the people working for Osborn and fighting Kid Arachnid. He forgot entirely about Spider-Man in his bloodlust and now that he was facing the two of them, he knew his chances to win were non-existent and his chances to escape were shaky. He couldn't (wouldn't) beg for forgiveness and any plan that involved running from the spiders to live another day wasn't going to be an option.

But he didn't plan on simply running to live, he had a target.

He had gotten some practice in when it came to web-slinging as he knew it was the most efficient way to get around with his new powers. He hardly had the acrobatics he had seen Spider-Man display, but he didn't need it.

He just needed a few seconds and a decent head start.

In a mirror of his first fight with the spiders he slammed his hands into the earth, but rather than open a hole a ground to escape, he force his fingers into tendrils and ripped them up in a shower of rubble directed at the two heroes. Spider-Man leapt and Kid Arachnid both leapt away from him as his display forced them off.

In the moment it took the spiders to recover, Spidercide fired a web-line and took to the skies, swinging as fast as possible towards Osborn's penthouse.


Otto watched the screen in the common area in delighted awe as Spidercide's attack on Oscorp — demanding Osborn to come and face him — was displayed in vivid detail in the lunch hall. This was all he wanted, Osborn carefully crafted empire to come crashing down around him. It was unfortunate that Kid Arachnid — as the newest spider preferred to be called now rather than his former moniker of 'Ricochet' — had been caught up in trying to stop Spidercide and was wounded, but clearly Spidercide saw what he had seen! He was capable of punishing the monster that hid behind the 'esteemed' Osborn face! This spider may be the one capable of doing what Peter had refused. However, when Peter arrived to pound Spidercide into the ground (literally), Otto couldn't help but clench his fists and growl in anger.

'Dammit Parker.' He seethed, 'Why can't you see Osborn for the monster he is? Why are you always getting in the way of true justice?"


Having lived in New York all his life, Warren was very well versed in its layout, and ever since he had been swearing vengeance for the death of his wife and daughter, he'd obsessively made sure he knew where Osborn lived. Swinging through the city was hard, especially since he had never tried to do it while trying to outpace a furious spider-themed hero who had years of experience on him only let said hero tag hime with a blow every time he misstepped. Even then, his rage kept him moving, and the smallest of mercies was that Kid Arachnid was not pursuing him as fast as possible due to a sharp order from Spider-Man to stay back since Kid Arachnid refused to completely leave.

Either way, he had a destination in mind for the battle, and as he swung towards it, Peter eyes widened.

Osborn's penthouse.

He was going after Osborn.

Why?

With Otto and Li, it was obvious. Otto had disagreed with the tests and after leaving Oscorp, he was constantly oppressed and stepped on by Norman. Martin Li had lost his parents to an outburst of negative energy caused by Norman's testing.

But what was Spidercide beef with Norman?


Norman Osborn hated to admit it, but Spider-Man and his protege were proving to be very beneficial when it came to helping him as of late. While they had caused another PR nightmare in regard to the death of Hammerhead and Osborn's involvement in Project Olympus (which was really more Sable's fault than the arachnid hero), Spider-Man's actions during the Devil's Breath Plague had saved him a not inconsiderable amount in the way of money, resources, and popularity in saving his relief centers. Despite him feeling that he could achieve it, Osborn had given up in replication of the hero's abilities. While they would be useful, Spidercide's marked and observable descent into insanity and violence had him shut down the idea. He had seen the abilities and knew that this was the same man who had robbed his labs before Hammerhead's bid for power truly began. As it stood, Osborn didn't need insanity to add to the current charges leveled against him. However, Spider-Man driving off Spidercide from Oscorp had interested Osborn quite a lot. Perhaps he should extend a job offer as security to Spider-Man? Every person had their price, did they not?

It was right then a colossal sound of shattering glass and snapping wood broke Osborn violently out of his musings.

"OSBORN," a voice bellowed, "SHOW YOURSELF!"

Oh hell.


Peter swung towards Spidercide with both feet, plowing him into the floor and rolling off of him before the floor collapsed beneath him. Miles landed a second later, sighing in slight pain as his cuts throbbed. His healing was accelerated, but he wasn't like Wolverine or Deadpool — someone he hoped he never had to deal with considering some of Peter's tales of the 'Merc with a Mouth' — who could have their wounds seal shut within seconds or survive the most devastating of injuries. Peter noticed Miles' discomfort and sighed himself, Miles didn't need to prove anything, but he was oddly fixated on being the one to defeat Spidercide. Maybe because it really was the first time he took on a super-powered villain and he needed to know if he was capable of beating them. Either way, it was a thought for another time.

"Kid, find Osborn and get him out of here, keep him safe!" Peter instructed as the Spidercide pulled himself from the floor.

"You won't save him!" Spidercide screamed, claws slashing at Spider-Man "I will kill him!"

"I won't hesitate to say he does deserve a beating for Devil's Breath at least." Spider-Man replied as he weaved through several slashes, "But why do you hate him so much? And what is you anger at me all about?"

"It's your fault my daughter and wife are dead!" Spidercide howled, "It's Osborn's fault for even creating Devil's Breath! And it people like Octavius, Li, Rhino, Vulture, and Electro for causing chaos and stretching the supplies needed to save them from ever coming!"

Spider-Man's eyes widened as he flipped away from an upward slash and landed a few feet away, "You lost them in the plague."

Spidercide's fury was all the answer he needed, but he responded, "I did. The two people who were my entire world were ripped away from me by your inability to save them."

"I did the best I could!" Spider-Man protested, "The serum was created literally a day before I fought Octavius at Oscorp's tower! I fought him as soon as I was sure I could win against him!"

"I don't care!" Spidercide roared, stepping forwards, "You never lost anyone! It's easy for you to spit platitudes and condolences! You haven't suffered as I have!"

A wave of cold washed over Peter as Spidercide's words hit him.

Fire twisted in his veins as anger began to fill him.

He hadn't lost anyone?

The people over all eight years as a hero he couldn't save.

The innocents.

The guilty.

Doctor Connors.

Otto Octavius.

His actual parents.

Uncle Ben.

Lastly...

Aunt May, vial that would save her but damn everyone else in the city. A decision that left to him that tore his heart in two as he was force to let his Aunt — practically his mother — succumb to the sickness when he had the cure in his hand. Viri squirmed and began to bleed through Peter's skin as Peter fury and painful memories bled into its head, overriding both of their shared control. The symbiote started bubbling through the Iron Spider suit to cover Peter, but the changes didn't stop there. Rather than the regular suit molding to match Peter's physique, he suit began to bulge with muscles as the mask split open to reveal a mouth filled with jagged teeth and a long almost lizard-like tongue. His body grew as he was suddenly just a bulky if not more so than Spidercide.

"What?" Spider-Man whispered, his voice a raspy growl rather than his normal tone, "You think I didn't lose anyone?"

Spidercide abruptly began to step back as the perpetually joking hero body had changed and went quiet and his growing anger began to radiate off of him.

Spider-Man — or whoever and whatever this thing was — fists clenched as he began to stalk towards his imposter.

"You've got no idea how many people I lost, the pain I feel because I wasn't strong enough to stop their loss." It growled, "Maybe I should show you."