Peter ran on his way through the streets of New York City. He bypasses dog walkers, newspaper stands and buskers. He clumsily knocked some stuff over only to pick them up in a hurry. He was late again. The spider hero eventually made it to a café called The Silver Spoon. Mary-Jane and Harry were standing outside.

"Guys! I'm so sorry I'm late-"

"Actually you're on time, I just told you to come at an earlier time so you would show up on time." MJ interrupted smiling.

"Oh." Peter seemed taken aback.

"Lets go inside." Harry grinned. "I hear the food here is great."

As the trio enters the café, a girl watches them. She follows them inside. Across the street Kid Arachnid, Agent Venom and Iron Spider watched Peter from above. They were acting as bodyguards today.

"Guys, I could of totally done this on my own." Kid Arachnid complained.

"Miles, you haven't slept in days. You have bags in your bags." Agent Venom poked him.

"And you've fallen asleep while web swinging 10 times today." Iron Spider retorted. "You should have stayed with Scarlet Spider."

"Wait… did we leave Scarlet Spider in charge?" Miles suddenly asked.

"No, White Tiger is in charge. Scarlet is helping her with any spider stuff, duh." Agent Venom explained. "You fell asleep standing up again while we were talking. Your worse then Spidey, dude."

"White Tiger and Scarlet Spider? I mean… he barely likes us… and barely gets along with us… but…"

"I'm sure he will be fine." Iron Spider reassured.

"Uhhh…" Agent Venom and Kid Arachnid gave Iron Spider a doubtful look.

Meanwhile White Tiger and Scarlet Spider are ready to tear into each other. The other heroes can barely hold them back.

"Tiger! Calm down!" Squirrel girl, Triton and Ka'zar were holding her back. Power man and Iron Fist held Scarlet back.

"Not till I tear him into pieces!" White Tiger snarled.

"Like you could even touch me Kitty cat." Scarlet snickered.

"You two need to chill!" Power man exclaimed. The heroes pull them farther away from each other.

"There is no need to fight friends." Iron fist said calmly.

"I'm not your friend." Scarlet snapped. "And I'm not listening to control freak."

"You are impossible!" White screeched. "All I'm asking you to do is do it right!"

"I did! You freak!" He yelled.

"No you didn't! Its still not perfect!" White exclaimed.

"Is anyone else missing Spider-man already?" Squirrel girl sighed.

"No! I can do this! He needs time off." White Tiger said calming down.

Scarlet stared at her and sighed. "I'm only doing this so I can stop that idiot from falling asleep on me… again." He admitted.

"So... are you two good?" Power man asked with caution. They both nod. The heroes slowly let go of White Tiger and Scarlet Spider.

"… Control freak."

White Tiger screams and tackles Scarlet Spider.

"Maybe not." Kid Arachnid and Agent Venom said at the same time. Agent Venom suddenly notices someone else enter the café. "No way…"

He jumps into the alley way suddenly and disappears much to the confusion of his partners. The three teenagers sat at a table inside the Silver Spoon and talk. The mystery girl sits at a table on the other side of the room. She watches them.

"Flash said you've been really stressed." Harry said concerned. "I guess the whole attack by a Iron Goblin thing didn't help either."

He almost sounded guilty for the 'weak' and 'innocent' Peter Parker getting caught up in this. Peter tried to brush it off.

"No its fine!" Peter exclaimed. The girl moved closer to them. One could almost hear Jaws theme music as she closed in on them. "Its just I've been busy."

"Did the Iron Goblin hurt you?" MJ asked. The girl put a menu up, covering her face.

"Dad said he tried to abduct you." Harry added on.

"Not really." Peter admitted. "Just a little bruised."

Peter suspected it was to do with him being Spider-man. Well that's if Spider Girl and Iron Goblin know it's him. The girl was right behind Peter.

"Dad is really upset with this guy, he wants to hunt them down." Harry explained.

"I guess I'd be upset too if some crazy person broke into my home and terrorized my family." Peter shrugged.

"No, I think its more then that." Harry said deep in thought.

"Really?" MJ questioned.

"I guess… he hasn't really talked to me about it but… Dad became the Iron Patriot to move on from being the Goblin. To protect me and redeem himself from the bad things he did as the Goblin." Harry explained.

"But now some guy going around in armour like your dad's and calling himself a Goblin isn't helping." MJ said, putting the pieces together.

"Yeah, and I'm worried that if he obsesses over it he could get himself into trouble again." Harry said concerned.

'Just like when he was obsessed with Spider-man.' Peter thought solemnly. The girl puts the menu down. Peter's spider sense goes off.

"Well look what we have here." A male mocking voice said. Peter recognized it. Standing in front of them is a chubby teenage boy with a shaved head. He wore a football jersey and a smirk on his face.

"Kong?" Peter exclaimed.

"What are you doing here?" MJ glared at him.

'Meet Kenneth McFarlane or Kong, he was Flash's best buddy before he moved schools. He and Flash were the football stars of Midtown. They were inseparable. And what was his and Flash's favourite pass time? Guess.'

"Hey Parker!" Flash and Kong sang together. "Locker Knocker time!"

The two boys towered over him and cornered a skinnier and glasses wearing Peter Parker. They shove him into a locker and laugh at his misfortune.

"Yeah! Teamwork!" They shouted together, fist bumping. Peter groaned in distain.

'But hey, if Flash changed maybe Kong has changed.'

"Well if it isn't my old punching bag, Puny Parker." He snickered with a big grin. "How about we go outside and see how far I can shove you in trash. For science of course."

'Or not.'

"Hey buddy." The girl sitting behind him spoke up. She had short brown hair that just touched her shoulders. She wore blue skinny jeans and a black T-shirt with a silhouette of a woman in red and the word 'Power' in red underneath.

"In case you haven't notice, this isn't a playground where you can bully cute little nerds. You're in the real world." She said standing up. "And in the real world, when big guys like you pick on that guy's customers…"

She pointed to a man behind the counter staring at Kong and the others. He had a disproving look.

"… It doesn't end well for the big guy." She said smiling.

"Why don't you mind your own business lady?" Kong said frowning.

"Kong." Flash had appeared behind Kong. He was back in his normal clothing; the symbiote disguised itself as a hoodie.

"Flash!" The bully smiled brightly.

"Can we talk outside?" Flash asked smiling a little.

"Sure buddy!" He seemed to forget about Peter and the girl entirely. Flash and Kong left the café.

The girl watched Kong and Flash leave. She waved at them smiling innocently. The girl then turned to trio. "Well that ended better then I thought it would."

"Yeah… thanks." Peter said a little shocked. "Um…. Who are you?"

"May, May Day." She introduced herself. Something about her seemed oddly familiar to Peter.

"Want to join us?" Harry asked smiling. May nods and pulls up a chair. "I'm Harry, this is Mary-Jane and Peter."

"Nice to meet you." She said with an innocent smile. There is a knowledgeable glint in her eyes. As if she already knew who they were.

Flash and Kong were standing in an alleyway talking. They were laughing telling each other stories and catching up. The way Kong spoke with Flash you wouldn't guess he was just about to bully Peter moments before.

"It's been way too long, dude." Kong said grinning.

"Yeah." Flash said smiling. It's been a long time since Flash had something so normal like this, the sacrifices of being a hero.

"To bad there aren't any lockers around to shove that nerd in. Then it would really be like the old days." Kong snickered. Flash's expression faulted.

"Are you still doing those things at your new school?" Flash asked.

"Yeah dude! I'm practically the King, King Kong." Kong snickered. Flash frowned. "What's with that face? Don't worry its not as fun as we did it together."

"Kong… you should stop." Flash said frowning.

"What are talking about?" Kong questioned.

"Stop being the bully." Flash said a little firmly. "I mean it. I want you to stop."

"Dude, where is this coming from?" Kong asked frowning. "Has puny Parker suddenly become the Hulk or something?"

Flash laughed. "No, that's not it."

"Then what is it?" Kong asked. "Your acting weird dude. What happened?"

"Nothing I… I'm done with the bully act. I want to do something better now." Flash said determined. "I'm done pushing the little guy around."

"Why? What's with this whole goodie two shoes act?" Kong retorted.

"Look… you remember Alex right?" Flash asked.

Kong nods. "Yeah that little-"

"I kept pushing him around and giving him a hard time, even after you left. Then he changed, he turned himself into a monster and now he's gone because of me." Flash said looking down. Kong gave him a long hard look.

"You couldn't of known what would have happened…"

"I shouldn't have been doing it in the first place. Parker-Peter had already made me promise to-"

"Woah, woah!" Kong interrupted frowning. "Parker? Since when do you listen to him? If you were in trouble why didn't talk to me?!"

"It's not like that Kong-"

"No, we are suppose to be friends! Why didn't you tell me?!" Kong exclaimed angrily.

"I'm sorry I guess I've been busy since I'm at the Academy-"

"Wait, you moved schools?"

"…. Um." Flash trailed off.

"I can't believe this." Kong growled and brushed past him bumping him harshly. "Just forget it. You've changed, man."

Flash sighed. "… Yeah I have."

Kong gave him one last look. "Call me when the real Flash Thompson is back."

Kong walked out and out of sight. Flash had this guilt-ridden look on his face. The symbiote whispered some comforting words to Flash. It didn't like how Kong made his Flash feel bad. His communicator suddenly lit up. Iron Spider was calling him.

"Get up here!" He ordered. Flash nods. His clothes morph into the suit. He then crawls up the side of building.

"What's going on?" He asked.

"Something is happening at the Academy!" Iron Spider exclaimed. "I just got an SOS by Power man, Iron Fist, Triton and Ka'zar! Even Tabu called in!"

"Wait… how does a saber tooth tiger from a like billion year old jungle use an electric phone watch?" Flash questioned.

"Actually quite easily. You took longer to use it properly." Iron Spider remarked.

"What kind of magic watch doesn't let you play flappy bird?!" He exclaimed.

"When you lose and break it 15 times." Cho exclaimed. "We call it the Flappy incident."

"Oh."

"We need to go back."

"What about Peter and Kid Arachnid?" Agent Venom asked.

Kid Arachnid is facedown on the building, snoring loudly. Agent Venom poked him with his foot. He didn't even budge.

"I will stay here an keep an eye on both of them. You go back." Iron Spider said. Agent Venom nods and swings off. Once he was gone Miles shot up suddenly.

"I wasn't sleeping Banana Man!" He exclaimed. Iron Spider groaned and shook his head.

"You and I both know this is ridiculous." Iron Spider sighed. There is a small whoosh noise and his body suddenly became ridged. Miles doesn't notice.

"I know, I know, this is stupid, but I can't help but feel something horrible is about to happen and if I'm not there to stop it Spidey will get hurt." Miles admitted not looking at him.

Iron Spider fell on his side making a loud clank noise, startling Miles.

"Iron Spider? Cho!" He kneels to his side. There is a small gold and silver robot attached to his suit. It creates sparks that go up and down the suit. Paralyzing the hero.

"He's only unconscious." A voice said behind Miles.

His spider sense went off. He spun around a leaped away to see the man in purple and green clothes. Kang.

"Its you!" Miles exclaimed. "What do you want?!"

"Your friends are right though." He grabbed Kid Arachnid and held him in the air. "You do need sleep."

Electricity flowed through his hand and into Miles. He screamed in pain before going limp. Kang dropped the young hero carelessly and looked at the restaurant Peter was in. Kang then grabbed Iron Spider and sits him up. He connects cords from Iron Spider's suit to a wrist communicator on his own wrist. He presses a few buttons.

Peter's communicator lights up. He got a message. While his friends and May were talking he looked down to see the message, a SOS from the Academy.

"Sorry guys I have a um… a … book… emergency…. I will be right back."

"Seriously Peter?" Harry sighed.

"Sorry but its really important." Peter said feeling guilty.

"Hurry back then tiger." MJ sighs. Peter thanked them then got up and left running out. He ran into an alley way and changed into Spider-man before swinging off to the Academy.

May watched him leave. "Sorry I have Basketball practice now. I will catch you guys another time."

"You too." Harry said disappointed.

"Sorry Tiger but I promise this definitely won't be the last time we meet." She said knowingly.

May then ran out and disappeared out of sight. Kang watched over May and Peter. Looking down upon them sinisterly.

Agent Venom made it to the Academy first. Everything is eerily quiet. The symbiote doesn't like this at all and neither does Flash.

"Hello? Guys?" He called out walking around. There was no one around. Not even some SHIELD agents walking around.

"This is giving me the creeps." He remarked.

He goes in further. He sees large scratches and rubble everywhere. A fight happened here. The teenager see something on the ground. Patches of frayed cloth that looked like it belonged to Cloak. Cloak must be injured.

"Is that a piece of Cloak!" Spider-man who was right behind Flash exclaimed. That caused Flash and the symbiote to almost jump out of their skin.

"WHAT! What are you doing here?!" He exclaimed. "Your not suppose to be here! Why didn't Iron Spider and Kid Arachnid stop you?"

"I got an SOS from the academy, I thought you guys called me." Spider-man frowned.

"No Kid- well, Iron Spider is suppose to make sure nothing interrupted you." Agent Venom frowned.

Spider-man looks around the empty hall filled with scratches. "This must be a trap, someone wants me here."

"Which is probably why you should go back to Harry and MJ." Agent Venom said pushing Spider-man to the exit.

"I can't just leave!" He spluttered. "What if its Spider Girl and Iron Goblin! Or Doctor Octopus and Hydra!"

"We can handle it! You need to go back!" Agent Venom threw him over his shoulder. Spider-man groaned a little humiliated.

A loud bang and scurrying noises interrupted them. They both went silent and looked around. Its quiet. The symbiote suddenly started to hiss and growl. "Hey, symbiote, what's wrong?"

Spider-man felt his spider sense go off. Squirrel Girl's squirrels crawled out of the shadows.

"Hey little guys! What's going?" Spidey asked the squirrels.

They growled and snarled at Spider-man. Spider-man and Agent Venom made a little eep noise and slowly walked away from the squirrels.

"I knew it! I knew they would turn against us!" Agent Venom exclaimed.

"Now is not the time for Squirrel paranoia!" Spidey exclaimed.

Squirrel Girl suddenly came out from the shadows. She didn't look welcoming though. She glared darkly at the boys.

"Squirrel Girl? Are you okay?" Spider-man asked.

"RAAH!" She screeched and leaped at them like a savage animal.

The boys screamed. Agent Venom barely got out of the way. He runs down the hallway carrying Spider-man over his shoulder. Spider-man watched the squirrels chase them down the hall with Squirrel Girl leading them. Agent Venom suddenly stopped.

"Hey! Why did you stop?!" Spider-man exclaimed. He watches the bloodthirsty squirrels catch up.

"Dagger?" In front of Agent Venom is Dagger. However like Squirrel Girl she is giving him a filthy look. Without saying a word she threw light daggers at him and he barely dodged.

"Why are you attacking us? Stop it!" Spider-man exclaimed.

Agent Venom ran down a corridor on the right only to see it filled with female SHIELD agents. As soon as they saw the boys they started shooting at them.

"Go up!" Spider-man ordered.

Agent Venom nods and runs up the wall and on to the ceiling. He jumps over the girls and lands behind them. Ahead of them however is an army of female SHIELD agents surrounding a man that looks like a baboon with red cape stood in front of them.

"Oh no." Spider-man groaned. "Mandrill."

'Mandrill. A super villain that has the power to control girls using pheromones taking over their minds and turning them in to his own slaves and calls them his Fem-Force. Creepy.'

"That explains why they are attacking us! This weirdo is using phones-"

"Pheromones." Spider-man corrected.

"What he said." He exclaimed.

"More pests to squash? No matter." Mandrill scoffed.

He stared at Agent Venom for a moment and his expression morphed into a smirk. He takes a step forward. The symbiote gets restless, snarling and hissing.

"Symbiote! What's wrong?" Agent Venom yelled concerned.

"To think there was a lovely lady hiding amongst the two of you." He purred getting closer.

The symbiote became more volatile. Making Agent Venom appear more like the villain Venom. Spider-man is dropped out of his arms and the hero yelps. Flash holds his head.

"Stop it! What are you doing? We are partners! Why are you taking control?" Flash exclaimed inside. "Huh? He's doing what to you?"

The Mandrill gets closer and symbiote becomes more out of control. He puts a hand on the beast.

"Listen." The Symbiote does. It goes completely still. Mandril smirked.

"Put yourself together and join my force." He ordered. The venom symbiote did as it was told. It returned to looking like Agent Venom and joined his side.

"Agent Venom! What are you doing?" Spider-man exclaimed.

"I don't know! I don't have any control! Stop it symbiote!" Flash exclaimed.

"But how is that possible?! His powers only affect girls!" Spider-man exclaimed.

"Unless! I'M A GIRL!" Flash exclaimed.

"Uh… no." Spider-man sighed. "For so many reasons, no."

"Fem-Force, squash this spider!" Mandrill ordered.

Squirrel Girl and Dagger appeared behind Spider-man. He spins around.

"Girls! I know you're in there! Fight back!" He yelled. They didn't seem to hear him. Spider-man is completely trapped. He is backed into a corner.

Meanwhile Kang and Kraven stood outside the academy and watched all of this happen.

"So the spider is finally cornered." Kraven remarked as the girls closed in on him.

"Hmp, this won't be the end." Kang said smoothly.

"It never is." Kraven agreed. "The spider while childish is cunning. That is his greatest weapon."

Kang stared at him and then grabbed something from his cape. "Then you need a better weapon."

In Kang's hand is the Tiger amulet. It glows ominously in his hand.

"How did you-"

"It doesn't matter now." Kang said immediately. "What matters now is that it's yours now.

Kraven stared at him then smiled. He took the amulet.

"You are a good ally to have, Kang, your not as weak as you look." Kraven chuckled. Kang seem to stiffen at the word weak. "You like the Spider are cunning."

"… Yeah, like the Spider." Kang looked at Spider-man deep in thought.

A/N: Merry Christmas and Happy New Year everyone! I'm so sorry this was late. I've been working on a original comic for my cousin. But I had to rewrite this a few times and my internet at the moment is CRAP. As for my other fanfic Mark of Kaine, that one is going to take a while and its technically going to be a little but AUish to the show since Scarlet is alive. Thanks you guys for being patient and I hoped you enjoyed the chapter.