I have some bad news. For some reason, I can't upload new documents onto the document manager to work on. I keep getting an error message. I'm typing this chapter from an existing document I was working on that was already saved. Until this situation changes, and I can upload new chapters. After this one, it may be a little while. Sorry.

To ease some minds, including my own, I will be using elements from both the comics and the 1990s Spider-Man FOX series in this, with some AU elements that will make themselves known in the future. What can I say? I loved the show.


Chapter 3: The Depths of Failure, and the Heights of Success

Robin stepped back and looked at his utility belt. He had something in there that would fix this.

He didn't feel quite there. Willing his body to move and obey him seemed slow in coming, and everything felt at half speed.

There it was. Eighth compartment from the center. Snapping it open, Robin could see a number of dark red capsules.

"Let him down for a moment, Raven." Robin ordered. Slowly, the black energy faded and Raven's arm lowered. Even drugged, she managed an intense look and stared right into our scrappy hero's eyes.

"You move, and I'll break you."

Spidey was busy checking every nook and cranny. Nothing felt cut off or out of place. That was good, right?

"Okay..." he looked at Robin. "Cute kid you have here. A real keeper."

Robin gathered his drenched teammates and held out one gloved hand. "These are stim capsules." he explained. "They contain an element that temporarily supresses any foreign elements in the bloodstream. We'll be alert for a while, at least until we get back to the Tower." He gave one to Beast Boy, Raven, and Cyborg. "Star, you take two. You may have been affected differently."

With a nod, Starfire took two capsules from Robin and swallowed them, and the rest of them followed suit. They all snapped to attention several seconds later, all of their neurons firing at once. Then they relaxed and began moving normally again.

Beast Boy cracked his neck and wiped his nose. A small trickle of blood was dripping. All five of them had bloody noses.

"Those were quite strong, friend Robin." Star said. "But I am alert." They all nodded in confirmation.

"Glad you all are feeling better." a voice emanated from their right. Turning around, they saw Spider-Man on a wall in a sitting position, the soles of his feet firmly planted. Somehow, he looked comfortable, and didn't fall off.

"I think you owe us an explanation." Raven said. "Who are you, and why did you rescue us?"

"Like I said before, I'm Spider-Man. And from the looks on your faces, that means absolutely nothing to any of you. That's a shame. It's really quite an honor to know me."

"I'm sure." Raven said drily.

"I know who you are." Robin said. "You're a long way from New York, Spider-Man."

"I am, aren't I? Suffice it to say, I'm here in this fair city on vacation, or I was. No rest for the weary, I suppose."

Reven brough her powers back up to the surface, pinning Spider-Man to the wall again with a dark energy talon. "You still haven't answered why you helped us." she said in a grating tone. There was something off about him. She just couldn't tell what exactly.

"Friend Raven, he has done nothing to warrant such treatment!" Starfire said.

"Aggressive little minx, aren't ya?" Spidey said in a playful tone. "But that's all right. I'll tell the story, but you have to let me down, okay? I don't know where that hand's been."

"It's a talon." Raven corrected.

"Whatever." Raven dissappated her energy again and Spider-Man got to his feet, brushing himself off.


"All stories have a beginning, a middle, and an end." Spidey began. "At least all good ones do. My own epic saga begins in New York City, the Crabby Apple. Now I may not look it, but beneath this rakish exterior lurks the mind of a genius."

Raven supressed a snort. "That true?"

"Yes, It so happens to be true. I was raised to be a humble good little boy, but when it comes to me, why be modest? I'm smart enough to have skipped junior and senior years of high school and went straight to college. That's a true Spidey fact, boys and girls. Come now, young lady. You don't look like you believe me."

"You look like many things. Impulsive. Rash. But a genius? I'm not so sure." Raven said.

"Hmmm. You may have a point there, non-believer. I'm sure if we picked each other's brains a little, you'd reevaluate your opinion of me."

"You wouldn't be ready for what's in my brain." Raven shot back. He seemed very efficient at poking at her, getting under her skin. Less than ten minutes with our underdog, and her feelings were already beginning to sway in the negative regarding him.

"I don't know. Is it as tasty as the rest of you?"

That provoked an immediate response. A wave of black energy swept back from Raven's body, striking the parked truck behind them with enough force to knock it on it's side. The truck beeped slightly, then stopped, streams of oil and other lubricants running from the smashed engine.

"You killed it." Beast Boy remarked.

Robin, Cyborg, Starfire and Beast Boy looked at Spider-Man. They had never met anyone who had provoked an emotional reaction as quickly in Raven as he had. Whether that was a good thing or not was debatable.

Raven looked somewhat troubled. I thought I was stronger than this...

"Can you just stick to the story?" Cyborg asked. 'We can't have her bringing this place down around us."

"If you insist. Well, I'm on summer break from school, and I decided I needed a change of scenery. Some R&R seemed to be just the ticket. No tangling with bank robbers or terrorists or supervillians for a little while. Just sleep in and enjoy the sunshine for a few weeks."

"You have supervillians?" Beast Boy asked.

"Of course I do. They're all 'I'm gonna smash you, you goddamn bug!' or 'perforate that webswinging fool!' or some variation of that theme. It's kind of funny actually. But back to the story. Where was I to go? Gotham? Too dark and dreary for my tastes. Metropolis? It was still reconstructing after Intergang destroyed its Downtown area. Then it came to me. Here. Jump City. Home of the Teen Titans, a group that is going places. Maybe right up to the top with the greats."

"Really? We're that popular?" Cyborg asked, somewhat pleased with himself.

"Oh sure. The Teen Titans have a heavy rep, back where I come from."

"How hard is it for you to tell a simple story?!" Raven barked. "You keep going on tangents."

"Hmmmph. What crawled up your cape? Well all right. About a day and a half after I arrive in town, I'm in the restaurant district having lunch, right? When flying through the air down Main Street I see some midget in a wearing a flight pack chased by you guys in that sweet ride of yours."

"At least someone notices." Cyborg said.

"Curious mind that I am, I decided to see what all the commotion was about. I pay my bill and suit up. I followed you guys to the industrial district. You must have realized taht it was a trap at the last minute, but it was too late. My spider-sense warned me in time for me to cover my ears, shut my eyes and hide. but you weren't so lucky. Near as I can tell, they used some sort of sensory overload weapon on you."

"I remember a screeching, getting louder and louder, and a white light." Robin said.

"I too remember." Starfire said. "The sound was louder than a Tangarean sonic crystal."

Raven also nodded. The sounds from whatever the HIVE used to incapacitate them had prevented her from focusing. The sound got into her head and just seemed to build, getting stronger until she couldn't stay conscious.

"Still doesn't explain how you got us out." Cyborg said.

Spidey chuckled and scratched his head. "Getting in was easy. More so than I thought. It was getting out, with five people in tow that caused me to get creative."

"So how'd you do it?" Beast Boy asked.

First, I waited until they had packed you all up. Then I followed them to a compound about fifty miles outside the city..."


"Your security systems are among the best in the world. Next-generation defenses. An alert security force. A student body of some of the world's most powerful metas. And you mean to tell me that this trespasser just walked in?!!"

The answer to young Beast Boy's question will only come if we come foward in time, and change place. while it is only two in the morning for our young heroes, it is now ten in the morning in an undisclosed facility several hundred miles away from Jump City. The fearsome Brother Blood has been called before a board of inquiry.

Some of the legends are here. The Brain, a true supervillian's supervillian. If he hasn't written the book on being a mad scientist, he has at least written the introduction, along with several long chapters. His illustrious career began well before World War Two. After an accident involving radiation poisoning and a prototype Nazi nuclear weapon that never reached completion, his still healthy brain was placed in a life support unit. And there he has stayed, for over fifty years. He's grown even more mean and crazed since then. A jar does not do a brain good.

Next is Madame Rouge. A classical beauty, she has been driven to be the best she can be for more years than she could remember. Identified as a metahuman with the ability to shapeshift, with an extremely malleable form, she worked in French black ops for over ten years under duress until she escaped, wiping her files and personal history. She then began a new life as a mercenary and assassin, until she was contracted to kill The Brain. A counteroffer of twenty million dollars and the promise of a high place within his organization caused her to void her contract by turning on the man who hired her, an American agent by the name of Nick Fury. Fury survived, but lost an eye. She has been at Brain's side ever since.

Third is Monsieur Mallah. There are conflicting reports about him. Some say that he's another exiled citizen of Gorilla City, like Gorilla Grodd. Others say that he's a gorilla that The Brain experimented on, granting him genius-level intelligence to compliment his frightening strength and agility. Whatever the story, he has been at Brain's side for more than a decade, and is Brain's right hand. No one questions him. Anyone who does is crushed.

There is a fourth person in the room, seemingly an observer. He sits in the dark, beyond the spotlights that are trained on Blood. All that Blood can tell is that he's a big man, nearly as large as Monsieur Mallah. He is smoking a fine Cuban cigar, it's red glow like an eye, staring at him.

You have not answered our question, Brother Blood.

"What?' Blood stammers.

"I said," Mallah growls, a trace of a French accent coloring his voice. "You have not answered our questions. How was this individual able to pierce your security so totally?"

Blood reflected on what he was seeing on the main viewscreen. Although the central computer had been severely damaged, data still remained. A lot of it. Although none of it helped his case. Nearly all of the vital information; such as combat data on the Titans, future mission projections, personnel records, financial information, was gone. What had been salvageable were things like the security logs, which revealed that only two hours after the Teen Titans were captured, Spider-Man infiltrating his school by simply walking in the front gates with a group of new recruits.


"Hold on a moment." Robin stopped the story. "You mean to tell me that you just walked in?"

"I just walked in. That's what I said."

"You just walked in?' Beast Boy asked, scratching his head.

"I just walked in."

"You just walked in?" This time it was Raven.

"I just walked in. Wasn't that hard."

"You walked in. On two legs. Through the front door?" Cyborg now.

"On these very clodhoppers." Spidey slapped his knees.

"You've got some balls, man." Beast Boy said, a measure of respect in his voice.

"He's got something." Raven mumbled


This time it was Madame Rouge who spoke. "It appears that Spider-Man penetrated your security by posing as a prospective student. We have interviewed several of your students who were also entering HIVE that day. It appears that he suddenly appeared on the back of the line, saying that he was a late arrival. When questioned by HIVE security forces, he claimed that his paperwork and belongings had not arrived yet."
"Everyone was actually quite nice." Spidey continued. The Titans, even Raven, were now quite interested. "I was put in a room with one of the other new kids. Everyone was excited, as there was an announcement just after I got in that the Teen Titans had been captured, and that their fates would be the highlights of the July 4th celebrations."

"They celebrate the 4th?" Cyborg asked.

"Oh yeah. Just because their ultimate goal is to destabilize democratic governments and get rich quick doesn't mean that they aren't patriotic. It's kind of touching, really."

"So what was your next action, friend?' Starfire asked. Raven and Robin looked at one another for a moment. Starfire was always like that. She was very quick to warm up to people, without really checking for any ulterior motives. Robin thought it was cute, in a slightly naive way. Raven saw it as a liability.

"I went to class."


"Let us continue, Blood." Rouge said. "We must explore the depths of your failure to the very end." She tapped a control. The video shifted to show the inside of a classroom. It was Brother Blood, lecturing on the proper ways to make a detonator out of common electronic parts. The class then moved on to cover the various plastique compounds and chemicals that could be used to create explosives.

Madame Rouge then shifted the camera angle over to the far right. On the very edge of one of the aisles towards the back of the classroom sat Spider-Man, who seemed to be paying close attention to what was being said. He had a small note pad and was scribbling down notes.

" 'Bombmaking for Dummies 101'. That was what you called this course. If you had put as much effort into security and defense as you had into clever names, your school, our property, would still be intact."

This footage was new to Brother Blood. That particular class had been filled. The new students that had come in earlier that day had filled the room to capacity, and they had all seemed very interested in learning the skills necessary to take what they wanted from the world in the future. If he had only known that there was one person there whose thirst for knowledge was not for HIVE's benefit...


"We were stuck in stasis, and you were taking notes?!" Raven snarled. Several of the light fixtures sparked and broke.

"You get stressed like that, and all that pretty purple hair will turn gray." Spidey shot back somewhat defensively. Raven slightly blushed and turned away. Why did he seem so focused on her? Her appearance was rarely commented on in a positive way. The last time it had, and she had responded to it, she ended up fighting a dragon and nearly getting her teammates killed.

"I didn't know where you were being kept, but that class gave me an idea." Spider-Man continued. "Every student had samples of C4 and plastique to practice with. So if they had that much for every student to play around with, there had to be more. A little exploring later on that evening, and I found a storage room piled to the rafters with enough bang to send someone to the moon. I returned after everyone had gone to sleep and appropriated some of it, about a hundred pounds."

"What then?"

What then? I did my worst."


"We have sent several teams to assess the extent of the damage." The Brain spoke, his synthesized voice a metallic tinny from his life support unit. "Spider-Man placed explosives in several key areas; the power generators, the science labs, the security control systems. His placement seemed designed to create chaos, havok. He was negligent, or did not know to place enough explosive to totally destroy the computer core. But do not think this alleviates your own incompetence in this. Much has been lost."

"It appears that although he was ignorant of strategic demolition engineering, Spider-Man's placement of the explosives was enough to make it more of a loss to rebuild the facility. Your students will be reassigned to new facilities. It is this that has prompted our final decision. You will be stripped of your Headmaster title, and never again teach at a HIVE school. Your future function in this organization will be determined at a later date. To be sure, you will be regulated with nothing truly vital. Your actions, or lack of action in this matter, has demonstrated this to us."

The lights dimmed, and those three who have now brought him so low from the heights of greatness are making to leave. What was he to do now? Teaching had been his life. Although he would never admit it, molding young riff raff into America's Most Wanted had been gratifying. And it was all that Spider-Man's doing...

Blood's desperate musing was broken by the fourth observer asking to speak for moment, if this board would allow him the privilege. Thay took their seats again and the light shined on the speaker. Blood was anxious as to what he would say.


"Setting the bombs was not really a problem. I'm, a fast learner, and one class taught me all I needed to know. It took me less than an hour to find the spots I wanted. The time to set them off was more tricky. I finally set them for during the celebrations, as everyone would be outside. I didn't want to hurt anyone."

"And then?"

"I found their chemical storage and mixed up something to clog their drains. I also made a small sticky grenade to use, just in case. Then, I went to the celebrations earlier today, and the rest is history."

"That's some story." Robin said.

"The sad part is that it's true." Spidey joked.

"I don't believe you." Raven said.

"What are you, a Doubting Thomas?" Spidey joked. "Why would I make something like that up?"

"I don't know, but I'm going to find out, one way or another." Raven's eyes began to glow an off white.

"Spider sense tingling. But what's wrong?" Spider-Man looked around. The problem, whatever it was felt too close for comfort. His head buzzed in intensity as he looked around, until he looked at Raven.

"What are you doing?"

"I'm scanning you. You're hiding something."

"I hide a lot of things. But I've told you guys the truth. Cut it out, all right? it's giving me a headache."

Raven slightly angled her head and turned up the heat. "The truth!"

"About what?! Stop it!" Spider-Man was holding his head and was on his knees.

"Friend Raven. You are causing him pain..."

"Let him go, Raven."

"Raven, STOP!" Robin pulled her off her feet, seemingly breaking the connection. Raven's eyes stopped glowing, and a suprised look was in her eyes.

"I couldn't scan him."

"What are you talking about?' Robin was confused. The extent of her mental powers was still a mystery to the Titans.

"I thought he was hiding something. He is, but I don't know what. I may never know. There was a tremendous level of white noise that appeared the harder I tried to scan his thoughts. It didn't feel conscious. He may not have even been aware he was doing it, but he was. But I kept being turned around and pushed out. Trying to force my way into his head was a mistake."

Raven walked over and knelt down. Spider-Man was trying to get on his feet. His balance seemed off. She looked into his eyes.

"I'm sorry." With that, she ran out of the loading bay and took off in the sky.


Before we end this episode, this must be answered. Who was this fourth man, the observer? Leaving a loose end like this would be criminal. Let's move back to this board of inquiry, where Brother Blood lost everything.

A rich, cultured voice spoke up. "Please, lady and gentlemen. A moment of your valuable time." Madame Rouge and Monsieur Mallah took their seats again. The Brain assumed his slot behind the table again.

The mystery man stood up, the spotlight tracking him. He walked over and stood beside Brother Blood. "It is true. This man has made a mistake. Several in fact. His carelessness and the carelessness of those under him have cost your organization valuable resources, financial, material. That is true. But can we not learn from our mistakes, and come through the fire stronger, tempered, because of it? I say this, I speak on behalf of this man, because I say that I too, have been guilty of underestimating those wishing to undermine me and all I have worked for. I have come far to be here, because when my operatives gave word that Spider-Man had reappeared, and the damage he had caused, I knew that I would find people as motivated as I have become, to put an end to Spider-Man, once and for all.

To date, my mistakes regarding Spider-Man have cost me over two billion dollars. You all look surprised. Why so much? Underestimation. I did not give my enemy the respect he deserved, and I and those around me suffered for it. I have had many encounters with Spider-Man, and up to a few days ago, I had relagated him to the level of a fool with powers, a do-gooder who was ignorant of the way the world truly worked. That was a mistake, one I am still trying to rectify and recover from.

I know the truth now. Spider-Man is dangerous. Not because he is the most powerful so-called 'superhero'. Nor is he the most intelligent. But he is clever. Devious beyond all imagining. It is to his credit that he plays the fool so well. It distracts from the truth. Because we underestimate him, dismiss him, he will always be victorious. He is an enemy that exists outside conventional thinking. Walking inside a facility filled with armed troops and all manner of metahumans that could obliterate him? Sitting in a class with them, and with you, Brother Blood? You all may label it as stupid, imbecilic behaviour. I call it bold. Inspired even! It succeeded. He caused this much damage, relieved you of your prisoners, and not a punch was thrown. Practically no physical effort on his part.

I say yes, Brother Blood should be stripped of his position. In spite of all I have said, it is still his fault. But he should be given a new purpose. He has something now that is of immense value. Motivation. Spider-Man has cost him everything. I'm sure that a burning hatred now exists inside of him. Good. Let him use that. It is a tool. I have brought with me several associates who are intimately familiar with Spider-Man. They know how he thinks. How he fights. My...Sinister Six is more than ready to do battle against Spider-Man. I ask that Brother Blood work with them, and he gather whatever resourses or associates of his own that he requires in order to further our mutual goals.

The total and complete destruction of Spider-Man, and all who stand with him."


An ass-kicking ending, huh? I hope you enjoy it. Take a guess at who this mystery guest is. I never mentioned his name. As always, give me any feetback, and any suggestions you have on the future of this story would be greatly appreciated.