I'm back with the third chapter in such a short amount of time. I got a full head of steam, and I'm going to keep on chugging forward. This is the second chapter to focus on an episode. Remember I said that "HYDRA Attacks," "Lizards," and "The New Sinister Six" are episodes where the prime examples of chapters that what happens to Spidey affects the whole academy, so now we will see what happens during the Lizard outbreak.

I decided not to include chapters based on the "Iron Vulture" and "Miles from Home" episode just because I couldn't see how to include Predator. I do apologize, and hope you guys understand why I did not include them. Hope you guys like this one. Also, I want to address something. The heroes call each other by their real names when they are around each other, but in combat, they call each other by their hero names. The don't want their real names floating around for every other villain to know.

A lot had happened to the S.H.I.E.L.D. Academy, especially in the amount of time Andrew had been there. First HYDRA had attacked them and imprisoned them, and because of that, Andrew was still seeing Dr. Connors, even though he had insisted that the anger side effects of the Brain Beam had worn off. After that, Spidey had introduced them to a new ally, a teenager wearing red and black Spider suit named Scarlet Spider, whom Predator knew very little about. Most recently, the Academy had welcomed in another person wearing a Spidey suit. This time, it was a thirteen-year-old Spider-Man from an alternate dimension. Honestly, just thinking about it gave Andrew a massive headache. "Head up, Predator!" Power Man shouted at Predator as he narrowly dodged an incoming projectile, courtesy of a SHIELD training robot.

"Thanks, Power Man. Guess I just got lost in thought for a split second," Predator said as he slashed a robot that just happened to get too close to where he was standing.

"A battle is no place to lose your focus. You must block out all distractions if you are to prevail!" Iron Fist said to Predator as he continued to fight several killer robots, as well.

"Thanks for the lesson, coach," Predator said as he sliced a robot in two with his plasma cannon. Another thing that had been happening recently for Andrew is that Iron Fist had volunteered to teach Predator some fighting moves, as well as some meditation lessons in order to find his inner peace, or something like that. Turning to his right, he noticed that a robot was getting ready to fire at SG's blind spot, and Predator would have none of that. He quickly fired a grappling hook from his right gauntlet that zipped with lightning precision and snagged the robot in the back of its head. "SG, on your right!" Predator yelled at his friend as he gave a hard tug, which made the robot lose its footing for a few seconds.

Those few seconds were enough time for SG to turn and deliver a kick to the robot's head, immediately separating its head from said body. "Thanks, Predator," SG said as she continued to fight other opponents.

"Just remember to watch your blind spot, just as we practiced," he instructed, which she replied by giving a quick thumbs-up. There was one thing that Predator really enjoyed doing at S.H.I.E.L.D., and that was doing private matches against SG. The two of them had decided that since the two of them had different fighting styles, they would fight against each other in private, and teach each other the other's moves. Needless to say, she proved to be a fast learner, and had beaten him multiple times. It made him smile under his armor as he sliced another robot in half.

"You know, Predator, we barely know anything about you personally," a voice said, close enough that only Predator could hear. Turning to his right, he saw that Spidey had swung down and landed to his right, and the two now stood back to back against five robots.

"I don't like talking about myself too much," Predator replied. "Incoming, on your right!"

Spider-Man dodged the robot, and swung it into another robot, destroying both. "Thanks for the tip," he said. "You know, I'm not much for talking about myself, either, but the more we know about each other, the more certain we can be that we're not a mole."

Predator paused for a moment. Vulture had noted previously that there was a mole within the S.H.I.E.L.D. Academy. "And you think that I could be a mole," he said bluntly.

Spider-Man raised his hands in surrender, backing away from Predator. "Hey, everyone's a suspect, here," he said, webbing a robot behind Predator, which the armored hero punched in the head, destroying it, "even me."

Predator shrugged, throwing the remaining robots to Spider-Man, who destroyed one and ping-ponged the other to Predator, who punched it to bit. "Just as long as I'm not the only one who's suspected," he said.

"Good job, everybody. You all deserve a break," Spidey congratulated as the training exercise came to an end.

"Thank God," Andrew said with a yawn as he and all the other student's left the training room, each going their own separate ways.

Suddenly, something tapped Andrew's shoulder, causing his Marine training to kick in, causing him to quickly spin around and take up a fighting stance. He eyed the person who had tapped his shoulder. "Sorry, Andy. I didn't mean to startle you," SG apologized with a shy smile.

"It's no problem, Doreen," Predator said as he pressed the hidden button that retracted his helmet, letting the air conditioner hit his face, red from the intense workout.

"I was wondering if we could have an extra practice day this week, Andy," Doreen said with a smile on her face.

"Sure thing," Andrew said with a smile before pulling up a holographic calendar from the watch on his left gauntlet. "Which day do you want? I can mark the date on the calendar?"

Before Doreen could reply, Andrew's helmet reformed on its own, catching Andrew and Doreen off guard. "Andy, what happened?" Doreen asked, just as confused as he was.

"I don't know, but I'm going to run a quick system check to see if maybe there was a glitch in my armors security. Hold on a sec," he said as he began to bring up some info on his HUD.

Before he could check the system, the Predator armor AI answered his question for him. "Warning, Bio-Hazard in close proximity. Bio-Hazard defense and combat systems are operational," the suit's AI informed him as the HUD, which was normally blue, turned quickly to a dark green, indicating a nearby Biological threat. Andrew could also feel every crack and crevice in his armor seal up with a small mechanical hiss.

"Andy, what's going on?" Doreen asked as she observed the suit seal up.

"Doreen, the suit's Bio-Hazard function has been activated, and it only activates if the Armor detects a nearby threat. Brace for combat. I think we got trouble," Andrew informed her has he began reading what very little information his HUD would show him.

Doreen simply nodded and took a quick glance around the desolated hallway in which they currently stood. "What's our plan of action?" Doreen asked as the two of them cautiously began walking down the hall.

"I don't know. My armor doesn't know enough information to calculate a battle plan. Hopefully, it's nothing dangerous-...:" Andrew didn't get a chance to finish his sentence due to a roar suddenly breaking the silence of the hallway.

"What was that!?" Doreen whispered as she took up a fighting stance that allowed her quick mobility.

"I have no idea, but I know it wasn't Katy Perry who made that roar." Andrew said with a small laugh. Doreen's response was to give a look of "seriously." "Sorry. I make bad jokes when I'm nervous," Andrew said as he inched closer to the sound of where the roar emanated.

"You know I would laugh normally, but not at a time like this," Doreen whispered as she followed close behind Andrew, guarding their six. Suddenly, they both heard a loud scraping noise from the ceiling above them, causing them to both quickly look up. They were meet by a rather large looking creature lunging off the roof and jumping unto Andrew, causing them to both fall to the ground.

"SG, get it off!" Predator yelled as he tried to keep its snapping reptilian jaw from latching onto his throat. SG quickly recovered from her shock and immediately wrapped her hands around the creature's throat in an attempt to both choke it out, and more importunately, to get it off Andrew.

"I got it. Hold on!" SG said as she tightened her grip around its throat, causing it to remove its left hand from Andrew's shoulder, using it to slash Doreen in her right shoulder and arm with its razor sharp claws. Doreen gave a small yell of pain as her injury caused her to loosen her grip, and that's when the beast took its advantage. It quickly latched around SG's waist with its long scaly tail, and flung her across the hall, where she landed in a crumpled heap. It then returned its attention to Predator, who was still struggling to get to his feet. Suddenly, a long sticky web attached itself to the back of the beast's head, causing it to roar and turn its attention to its attacker, also taking its left hand off Predator's right shoulder.

"Got you!" Predator yelled as he took advantage of the beast ceasing its attempt to bite his throat. He quickly delivered a punishing right hook to the back of the beast's turned head, resulting in it flying off Predator, and the webbing attached to its head caused the beast to be flung around to where it was thrown into a closed door, resulting in the beast easily breaking down the closed door and flying inside, where it landed in a crumpled heap.

Predator could feel his heart racing incredibly fast as he quickly and shakily got up to eye is rescuer. "Looks like you needed some help." Spider-Man said as he rushed over to evaluate Andrew. "Are you okay? Did it bite you!?" Spidey asked frantically as looked up and down Andrew's body for injuries.

"I'm fine. The armor activated an emergency Bio-Hazard function that sealed up every crack when it sensed whatever that thing was," Predator replied as he quickly rushed over to where SG was still laying in a crumbled heap.

"Is she OK?" Spidey asked quickly as he also ran over to her.

"She's fine, and no, she hasn't been bitten, either," Predator said as he tried to review his knocked out friend. Something occurred to him. "Wait. Why are you asking me if we have been bit? Is there something I should know?" Predator asked his leader as he continued to try and review SG.

"Yea. That was a Lizard," Spidey began before Predator cut him off.

"What kind of lizard is almost six feet and had teeth like a shark?" Andrew asked frantically.

"It's not a lizard. It's The Lizard, a villain, but that's not the point," Spider-Man replied. "These lizards are caused by them biting their victims, thus spreading the virus into our body. The change happens almost instantly. For all we know, this lizard might have just been a S.H.I.E.L.D. technician a few minutes ago, but we know he's been mutated," Spidey informed Predator, who was now trying to shake SG awake.

"Screw it," Predator spat out as he pressed a button on his left gauntlet. His grappling hoop launching system opened up to reveal his two hooks. "She's unconscious, and I can't wake her by just shaking her. Due to how much danger she is in just lying here in a Lizard outbreak, I got to wake her up this way," Predator said as he latched on book grappling hooks unto her hands. Predator then triggered the Tasers.

"Eeeeeeh!" SG yelled as she woke up instantly and tried swinging at Andrew, who caught her arm and held it in place.

"Doreen, it's me, Andrew." Predator said as he held her arm in place.

"Andrew," she said as she stopped trying to swing at Andrew, "What happened? All I remember is being flung at the wall, and then nothing," she said as she clutched her injured left arm.

"You're alright. I had to Tase you with low voltage to shock you awake. You're fine, but we got to move," Predator said as he offered her a hand, which she took, as he quickly helped her to her feet. "I got some bandages in my armor. Let me dress that slash wound," Predator instructed to SG as he pulled out some bandages from a hidden compartment in his armor and began to quickly dress her wound. "Spidey, what's the plan?" Predator asked their leader, not taking his eyes off his work dressing SG's wound.

"There is a cure for the virus. I'm going to try and get it, and somehow try to spread it throughout the Academy before we are all turned into lizards. I suggest you and SG try and get somewhere easily defendable and hunker down," he instructed them as he ran off in another direction.

Predator growled softly. He didn't like the idea of hiding and waiting for the lizards to hunt him down, but he couldn't leave SG alone. "SG, you've been at the Academy for longer than me. Do you know anywhere that's easily defendable?" Predator asked as he finished bandaging SG's wound.

"I think our best option would be to head to the prison area. It's easily defendable, and there is only one door leading into the area." SG said as she quickly began running in the direction of their destination.

"I'll follow you anywhere, SG," Predator yelled as he quickly ran after her.

Upon arriving at the prison area, both Predator and SG took up their defensive positions. They could hear chaos all around them, as well as all around the Academy. "SG, we've got to hold them off till Spidey somehow finds a way to spread the cure. That, or we go down fighting," Predator said as he eyed the door and prepared his armor for an incoming attack.

"Agreed," was SG's simple response as a loud roar caught their attention, and that roar was followed by several more.

"Here they come," Andrew said as he aimed his sub-machine gun gauntlet, armed with stun bullets, at the open door. Before SG could answer, three lizards rushed into the room and lunged at the two heroes. The first was met with multiple stun bullets striking it in its chest, causing it to pass out and fall to the ground. SG kicked the second in the gut, following up with a punch right to its face, sending it flying. They both hit the third one at the same time. This game went on for several minutes before a familiar scratching noise caught Andrews attention, causing him to jerk his sub-machine up towards the roof. He quickly realized that nothing was there. Suddenly, something caught Predator's eye that neither him nor SG had noticed. "We forgot about the air vent on the floor!" Predator yelled as he turned his gun to face them, but he was quickly met with the vent being flung off its hinges and bouncing of his chest. Suddenly, about 15 lizards crawled through the vent, but they weren't exactly lizards. They were very tiny and looked like…

"My squirrels!" SG yelled as she noticed them.

"The lizard virus must have affected them, too. This complicates things." Predator said as he eyed their new problem.

"No kidding," SG replied. "I don't think I can talk to them like this," she said, not noticing a lizard-squirrel running toward her.

"SG, look out!" Predator yelled. Before Squirrel Girl could turn, the lizard-squirrel ran forward and bit her on the ankle. Squirrel Girl immediately crumbled to the ground, shuddering as her nails elongated into claws, her jaw extending forward, and her tail becoming dry and scaly. "Oh, crap," Predator muttered as the lizard-ed Squirrel Girl stood up.

"…Run…" the mutant before him said before she ran toward him. Predator attempted to shoot her with his submachine gun, but the lizard-ed Squirrel Girl ducked under the gauntlet and shoved him to the ground.

"Get off me!" Predator said as he tried to push his now lizard-ed friend off him. The lizard snapped at him, trying to sink her teeth into her wrist. The armor held, and Predator was stuck with a dilemma. He needed to get the lizard off of him, but underneath all of that was Squirrel Girl, his friend. He didn't want to hurt her. Suddenly, something occurred to him: his grappling hook system. Activating it, he slapped the lizard in the arm, embedding the hooks. He activated the Tasers, and the lizard responded by unleashing a screeching noise as it jumped off him, standing on shaky legs. Predator punched her in the snout, knocking it out. "Sorry, SG," he said as he ran out of the room, avoiding the lizard-squirrels. He needed to find another room to hide in. Suddenly, there was a hiss of gas. A bluish vapor came from the ceiling vent of the hall floor. "What is that?" He wondered out loud.

"The cure," a familiar voice said. Predator looked up to see Spider-Man hanging from the ceiling.

"Do you ever get dizzy doing that?" Predator asked.

"Nope," Spiderman said, walking into the prison area. There, he and Predator saw the lizards de-mutating, revealing two engineers, a medical officer, Squirrel Girl, and her squirrels. "Doc Ock got away," Spider-Man told Predator. "Rhino broke him out. Well, at least we know you're not the mole," he added.

"Did you suspect me?" Predator asked as he picked up the unconscious Squirrel Girl.

"Never," the web-headed hero replied, picking up the medical and engineering officers. "We'd better get these guys and girls to the medical center."

"Let me take care of that," Power Man said, walking over and taking the four unconscious people from Predator and Spider-Man.

"Glad to see you're okay. Did you avoid getting infected?" Predator asked.

"Didn't need to," Power Man replied. "Nothing's getting through this skin," he added as he walked down the hallway.

"Let's hope there aren't any aftereffects," Predator said.

"I don't think so," Spider-Man replied. "Unfortunately, this isn't the first time Doc Connors has been turned into the Lizard. Still, he always needs an injection of the Lizard agent in order to transform, so I think everyone will be okay."

"I hope so, too," Predator replied. "I hope so, too…"

To be continued…

Edited by Darkest Nightmare's Dread