The Insanity of Spider-Man

by JustmeSpidey

Peter Parker, aka Spider-Man, is an Avenger. How cool is that? Unfortunately, saving NYC from a well-orchestrated evil didn't come without cost. Spider-Man has infuriated vengeful foes in high places, and with his teammates busy with their own missions, Peter is kind of on his own. New rivals, new allies, and new troubles await the teenage hero. Wowza: this is going to be insane.

17. Chapter 17

Disclaimer: "Hi. I'm Matt. I'm a radar technician."

So the last time I updated was before Christmas. Wow. I suck. So uh merry happy everything I've missed since then...heh. My excuses include watching Star Wars 4 times in theaters, basketball, hw, and helping clean up all the tornado damage in my area. That's Texas for yah, folks.

Anyhoo, this chapter is also very long. There's an extra part I started writing but I decided to include in the next chapter cuz it's already so long and I'm lazy. It was kind of tedious to finish, and contains a little more awkward :P but here it is. I hope you all like :)

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Chapter 17

"Where exactly are we headed?"

They'd been traversing the urban jungle for a while now, predominately without speaking. They didn't fancy drawing any more attention to themselves. Who knew how many of the people they passed were in cahoots with the enemy?

The dark silhouette racing far in front of him didn't lose pace. "It's just up ahead. Keep your voice down."

They reached the end of the backstreet, which fanned out on to a road separating them from a pier on the Hudson. The short dock led to a small structure poking out of the dark water. Black Cat stopped with her hand against the wall.

"There. See it?"

"Uh, no. Not really."

"That little lighthouse there, at the end of the pier."

Peter snorted. "You think Wanda is holed up inside that tiny thing? I'm getting claustrophobic just thinking about it."

"Not above the surface, no," she concurred, bright blue eyes surveying the area diligently. "But I've been told it's connected to an old facility deep underground, below bedrock of the Hudson. One of Fisk's old crime bases."

Peter felt his arms flare with goosebumps. "Ugh. Underground facility? That sounds too creepishly farfetched to be true. Where'd you even get this information from?"

"Oh, an old friend. Trust me, he wasn't lying. This girl has her ways of drawing the truth out of people." A mischievous smile pulled at the corners of her lips, and she stepped towards him, blinking softly. "You do believe me, don't you, spider?"

Peter folded a bit beneath her piercing gaze. "Well...yeah. Sure. Why else would I have followed you this whole time? You said you were going to help me."

"Perhaps I just wanted to spend more time being chased by my favorite little superhero," Black Cat purred. A single long fingernail suddenly dragged along his neck, causing him to cringe. "You're just so fun to toy with."

Peter jumped away rapidly, feeling his face burn beneath his mask. "S-stop it, will you?" he stammered, barely stifling the giggle that bubbled up in his throat. "This is serious. My friend's life is in danger."

"Oh, couldn't you indulge me, just this once?" she inquired, leaning her face startlingly close to his. "It could be for good luck. It wouldn't hurt anybody. None of your girls are even around to see." Her soft palms cupped his bright pink face, and her voice dropped into a whisper. "Come on, darling. I know you want to."

Swallowing nervously, Spider-Man grabbed her by the wrists. "Look, if you're going to be like this the whole time, I'm going in by myself. This is some crazy dangerous stuff going on here. We've gotta be focused if this is going to work."

Black Cat's smile wavered for a moment, her eyes wide and innocent, then returned with a puzzled, more authentic quality. "Damn, swinger," she laughed, pecking him on the cheek. "You're one tough nut to crack, aren't yah?"

"I'm a...what?" he stuttered, releasing her hands.

"Oh, nothing," she replied wistfully, then spun around and stepped out of the shadows into the silvery moonlight. The small area surrounding the dock appeared vacant, and she placed her hands on her hips. "In any case, I have to come with you. I'm our key to slipping in and out of here with your little friend undetected. No offense, darling, but you're not much of a sweet-talker."

"I doubt sweet-talk will be much use against a bunch of Hydra goons," Peter sighed, relaxing a bit. "But if you insist."

Throwing a wink over her shoulder, Black Cat scanned the space one more time, then darted over the cement path and on to the pier. Shrugging away his unease, Spider-Man trailed close behind, slowing his steps as concrete transformed to creaky wood. Dark, sludgy waves slapped at the slimy boards beneath their feet, pulling at the thick algae clinging to the surface and causing the dock to shift and sway. The air reeked of salt and dead fish.

They reached the tiny lighthouse, though Peter didn't know if it could exactly qualify as a lighthouse; it stood only a couple feet taller than him, and the light wasn't even on.

"Of course. Why even have a lighthouse when the entire island is glowing twenty-four seven?"

"And why bother to light it, since they're trying not to draw attention?" she added. "I guess its uselessness is supposed to make it inconspicuous." She ripped off the AUTHORIZED PERSONNEL ONLY sign and yanked the rusty door open, revealing the short ladder leading up to the big bulb at the top. The narrow space barely fit a single person inside. Peter vaguely wondered how The Kingpin could possibly squeeze his fat ass inside here, if he ever did.

Black Cat stepped into the lighthouse and stooped down to the floor, running her fingers along the metal panels. She slipped a small flashlight from her belt, which cast a dark purple glow when she clicked it on. After combing the black-light over the silvery surface for a few moments, her sweeping movements stilled, and she grinned. "Aha, what do we have here?" she mused. At the end of the beam was a familiar skull insignia with six curly tentacles, invisible to the naked eye. Black Cat wormed her fingers between the two panels then lifted up the plate with a grunt of effort. Underneath, Peter was shocked to discover a spiral stairwell, which swirled downwards in a seemingly endless funnel.

"Wowza. You found it so quickly. You sure know your stuff, Cat," he admitted as she slipped into the hole and grabbed the handrail.

"Breaking into places is my specialty. I suppose a life of crime does pay."

"Okay. Gonna pretend I didn't hear that."

She squinted through the eerie darkness. "Looks like an awfully long way down. You ready for this, spider?"

Peter nodded quickly. "Yes ma'am. Onward to hell."

She laughed quietly at that, then sobered a little. "Hey. Listen, darling. You need to understand. This is a big gamble for me to take. If The King...if Fisk finds out that I'm helping you, my father and I are goners. Normally I'm not the kind to cash in against such dangerous odds, but I'm making an exception on this one for you. Please don't take that lightly."

Spider-Man eyed her carefully. For once, he knew she wasn't just messing with him. Her words were laced with sincerity, and her eyes were sharp with fear. There was no playfulness in her tone, and he suddenly felt guilty for thinking that he was the only one risking anything by doing this.

"I won't," he told her assuredly, giving a small nod. "And thank you. Seriously."

She offered him a grateful smile, then began the dismal, tedious descent. After gathering himself, Peter followed after her, sucking in one last breath of air from the upper world. When the panel clattered shut above their heads, the chasm swallowed them in blackness.

---

"You said this was an old base of Fisk's, right? But what's it for? What goes on down here?"

The stairs wound in a dizzying circle. He felt Black Cat shiver below him.

"I've never actually paid it a visit myself. But from what I've heard, this is where Fisk's men mainly operate his weapon, drug, and human trafficking business. It must connect to other parts of the city. But after seizing control of Hydra, he's started using it for more theatrical affairs. Holding enemies, prisoners, torturing them."

A chill crawled up Peter's spine. This place sounded like something out of a nightmare. His hand ghosted along the bumpy, damp wall.

"Are you sure this is where they're keeping Wanda?"

After a long pause, she gave a small shrug. "I don't know. A part of me really hopes it isn't, for her sake."

When they finally reached the bottom of the staircase, Peter wilted against the railing, clutching his head with a quiet moan. Black Cat strolled up to the door and laid her fingers against the cold surface, which was barely alit by two ancient bulbs above the frame.

"Ugh...I think I might puke..." Spider-Man groaned. "Too much s-spinning. Worse than the Coney Island Cyclone after four plates of funnel cake." Groggily he lifted his gaze to where Black Cat stood. "Is this the way in? Please tell me it's the way in. I want to get in and out of here as fast as possible."

Black Cat cranked the squeaky wheel until it released a sharp click. The door opened with a lurch that echoed all the way up the cylindrical pillar. Harsh, artificial light poured in from the other side, causing the pair of them to wince.

"I'd assume so," she replied, squinting. "Well. Let's head in before—"

"Hey, who's there?" a husky voice suddenly called, interjecting her speech and making her stiffen. Peter froze at the bottom of the staircase, feeling his stomach grow cold. Neither of them responded.

"Hey!" it yelled again. "Answer me! I said who's there?" Footsteps began drumming against the floor. Black Cat shot a look at him over her shoulder.

"Hide. Now. I'll handle it."

Spider-Man trusted she knew what she was doing. With one swift leap, he sprung on to the wall and stuck there securely, just above the entryway. Seconds later, the door was wrenched open all the way, spilling white light into the ghostly corridor.

"You!" the rough voice barked, although there was a sharp catch in his tone. "H-hey. Who the hell are you?"

Black Cat assumed a casually alluring position, with a hand rested lightly on one shapely hip and a playful smile coiled along her lips. "Hello, boys. How's it been, way down under?"

A second pair of footsteps sounded, slower this time, followed by an impressed whistle. "Damn, Greg. Where'd the hot chick come from?"

She swirled her finger up towards the far-off ceiling. "I'm just checking in, on the boss' orders. I'm one of The Kingpin's special agents. My business with him is classified, but I can say that he called me because Hydra has procured a fresh set of weapons and toys for me to stock up on for my missions. Normally I'd come through one of the more discreet entrances, but I happened to be in the neighborhood." She batted her long eyelashes innocuously. "So then, would you two mind stepping aside so I could get through? I'm in a terrible rush."

"You're one of The Kingpin's?" the first Hydra goon gawked. "Damn. That guy get's all the perks."

"Yeah," the second agreed. A wickedly teasing air had gripped his demanding voice. "Geez. Such a lovely girl like yourself must get tired of having to please lard-ass on a daily basis. You should take a break and be our 'special agent' for a spell."

Black Cat giggled vacuously. "Tempting, I admit. But unfortunately I must be on my way. The boss is expecting me in Weapons Division, pronto."

Peter expected them to give in and let the pretty lady through, seeing that Black Cat always seemed to get her way with everything. But instead, after exchanging a look, the two men stepped through the doorway into the narrow passage. Their thick, robust bodies finally came into Spider-Man's overhead view, suddenly contrasted against Black Cat's thin frame. They seemed to tower over her as they stood blocking the entrance.

"Ah, but didn't you hear? Mr. Kingpin isn't due back at base until tomorrow morning."

"Until then, the three of us can do whatever we please. It's not like there's anything better to do in this damn post. And since all the pretty girls were bought off and shipped away, it's been awfully lonely around here." He grinned, shutting the door behind them, which clanged boisterously. "So how 'bout it, kitty-cat?"

Cat's poised demeanor had been noticeably shaken. Her hands were taut are her sides, body stiff, smile drawn into a rigid line. Though her voice remained dominant, it had become deadly serious.

"Listen, you two. I'm going in there, right now. I don't have time to entertain a couple of ugly sleaze-balls who don't know how to do their jobs. If you try to stop me, I'll be happy to let The Kingpin know exactly who made me late to our meeting."

Still they advanced towards her, unhindered. "Was that a threat? 'Cause I'm not intimidated. No need to be so cold, little lady. We just want to have some fun."

"And besides, when we're through with you, I doubt you'll have much voice left for tattling."

The two of them suddenly lunged at her like lions on a carcass. Black Cat's facade instantly shattered, and the true claws came out. The dark-clad thief swung her fist against the first attacker's jaw, catching him off guard and causing him to totter back on his heels. The second was rewarded with a kick to the nose, which sent blood gushing down his face. Peter could barely contain his laughter as he observed the scene from above. These guys were such idiots. The man stumbled slightly, blinking in shock, then gritted his teeth ferociously.

"W-what the hell?" he spat, wiping his lips. "You're getting it now, freak!"

One Hydra goon gunned straight at her, but Cat dodged to the left and raked her nails across his cheek as he flew by. The other agent, however, managed to tackle her at the waist as she was distracted. Her back slammed against the railing, and she hissed in pain. As he gripped her by the shoulders, Black Cat pulled her knee against her chest and kicked him hard in the stomach, following with a harsh punch to his eye. The man fell flat on his butt, moaning miserably. She lifted off the rail with a huff, rubbing at her torso, right as an arm materialized from behind and seized her in a chokehold.

"Gotcha," he growled in her ear. "Why don't you take a little catnap?"

Cat clawed at his arm feverishly, eyes wide as she gulped at the stale air. She swung her elbow back and jarred him in the head, but his grip didn't cease. After a few more moments of fruitless struggling, Black Cat's face contorted with rage. Opening her mouth and straining her neck, she fitted her jaw around the goon's forearm and bit down as hard as she could. The man released a wail of agony as blood seeped from his flesh and stained Cat's teeth a sickening pink. But right when Peter was positive he was going to break his hold, the agent on the floor bolted up and slugged Cat across the mouth, making her gasp in pain and tear her teeth from his friend's arm. He grabbed her wrists and pinned them firmly against the wall, the gritty stone carving into the back of her hands. The thick bicep curled around her throat continued suffocating the life from her lungs, and the meathooks restraining her arms made her unable to stop it. With a sudden rush of terror, Black Cat realized how desperate her situation had become. She was helpless to save herself.

"That's more like it," the Hydra goon in front laughed into her face, his breath hot and horrible against her skin. Beads of sweat slipped down her purpling cheeks. "You should've been nicer, darling. We were planning to go easy on you. But seeing that you prefer things cruel and rough, we'll give you healthy dose of your own medicine."

Choking distraughtly, Cat lifted her gaze to where Spider-Man sat high above. With one look at her wide, bloodshot eyes, Peter was struck with sudden disbelief. Holy crap. She needs my help! He didn't know why he hadn't realized it sooner. He thought she'd be able to wreck these guys, no sweat. She must've thought so too, or maybe hoped so. But no matter. It was now his job to amend for their ignorance.

Injected with adrenaline, Spider-Man rocketed off the wall, seized the first man by the back of his collar, and flung across the room, where he collided with the door and collapsed face-first into the ground. In the following instant, before goon number two could even utter a gasp, Peter fired identical lines of webbing on either side of his face and zipped himself straight towards him. His knee slammed square between his eyes, causing the man's head to snap back against the stone. As Spider-Man landed swiftly on his feet, the Hydra agent's arm fell from Cat's throat, and he teetered on his toes before crumpling to the cold floor, limbs splayed flat and still. Peter winced for a second and rubbed at his back, which was still aching from when he'd been shot. But as soon as the man was down alongside his friend, Spider-Man pushed the pain aside and rushed to Black Cat's aid. She was pressed against the wall, gagging.

"Cat?" he said fearfully. He eased up to her, unsure what to do. With one hand she gripped just below her throat, and with the other she steadied herself against the coarse stone. Her neck was marred with bluish-red splotches. Harsh, raspy coughs burst from her lips. "Hey, uh, just take it easy," he tried to comfort her, standing a short distance away. "I'm sorry. That was my bad. I should've helped earlier. I thought you wanted...well, never mind. Just try to steady your breathing. Slow, deep breaths."

He waited patiently as she fought to recover. After a few minutes, her ragged gasping had subsided into quiet panting. She dropped her head back against the wall, eyes closed as she swallowed painfully. Peter stood upright beside her, rubbing at his arm.

"Are you...are you okay now?" he asked tentatively. "It's okay if you're not. Don't stress. Take your time. I mean, really, if you need to go back up, I can probably handle the rest of this by myse—"

"Shut up," she interrupted him suddenly, causing Peter to flinch. With effort she pushed herself off the wall, massaging her throat while grimacing sorely. "I'm f-fine."

"Really?" he ventured as she shoved past him. "I mean, I know you're tough and all, but that looks pretty bad." He scratched the side of his head. "And, uh, you're bleeding."

Frowning, Cat dabbed at her busted lip, cursed, then smeared it across her face with the back of her hand. "I told you, I'm fine," she asserted again fiercely. She stopped when she was beside one of the two Hydra thugs who was sprawled on the floor. Her shoulders were broad and rigid, hands balled into fists.

Peter's gaze wandered uncomfortably around the room. "Well, uh...if you're positive you're alright, then we should probably head inside before—"

"Disgusting pigs!" Black Cat suddenly screamed. In the same moment, she swung her foot hard against the man's temple, causing a tremor to quake across his motionless body. Peter flinched with a start. "Sickening, repulsive assholes!" She kicked him again, harder, gritting her teeth. "Trash! The both of you! Absolute trash!" A bloody, purple bruise was forming on the side of his head, growing larger and darker with every blow, and after coming to his senses, Peter rushed forward.

"C-Cat! Stop! What are you doing?"

"You're grotesque! You're filth!" She kicked him in the mouth, sending shards of teeth bouncing along the floor, jagged and bloody. Her foot cocked back to deliver another devastating hit, but Peter grabbed her before she could, holding her back.

"Cut it out! They're already down! You're going to kill him!"

"Let me go!" she screeched loudly, struggling against his powerful grip. He felt her claws dig into his arms. "They deserve it! They're awful! They're sick!"

"Stop it!" he begged earnestly, grimacing as her nails bit into his skin. "This isn't you, Cat! You're not a murderer! Don't stoop to their level. You're better than that! You're better than them."

She continued to fight him, but her attempts were pitiful. He could feel her shaking against his body, heartbeat wild and ravenous. He thought at any moment now her claws would reach his bone. Blood was spattering quietly at their feet. "They're monsters! Don't you get it? Evil, inhuman, bastards!" Her voice broke suddenly, quivering. Her spiteful quaking had slowed to a feeble shiver. She stopped squirming. For a long time, she just hung there, gazing hollowly at the two men collapsed in front of her. Harsh, strenuous breaths tore from her throat. Then he felt her fall heavily against him, limp, defeated. Her nails withdrew from his flesh, and soft, tiny droplets began to fall on his arm. "Y-you...you don't understand. The things they've done, the things they want to do! You could never understand..."

Realizing she was no longer intent on maiming the man, Peter sighed relievedly and carefully placed her feet back on the floor. But right as he released her, Cat fell to her knees. This startled him, but not nearly as much as the tears he noticed welling in her eyes and dripping down her face. Her bright blue irises had grown haunted with pain, and her cheeks were ghostly pale. Trembling, she buried her face in her hands, crying quietly at Peter's feet. Her small frame, withered and fallen as it was, looked more fragile than ever. Peter stood over her in stunned silence, blinking his eyes as he stared down at the weeping girl and glanced about the room nervously. This was not at all the Black Cat he was used to. He had never seen this side of the confident, snarky, badass burglar before. He hadn't thought she was capable of such crude, tender emotion. Sometimes he forgot that behind the exotic costumes and colorful personalities, all the characters he'd encountered thus far were human at their core—flawed, damaged, broken. People, with real feelings, real fears. There was more to them than what they sought to portray. Funny, he thought. Shouldn't he understand that fallacy better than anyone?

Swallowing his discomfort, Spider-Man walked around Cat's crumpled form and slowly knelt down in front of her. After a moment of hesitation, he laid his hand gently against her arm, trying to be comforting.

"Hey, don't cry. Please don't cry. It's okay. It's—well, I don't know. I mean, no, I don't really understand. But clearly it's very serious to you, which makes it my problem, too." He looked over his shoulder at the two men on the floor. "These guys. Did they...do something bad to you? I mean, I know they were punching you and stuff, but, uh, is there something else that they—?"

"It's not just them," she whispered through her fingers, voice muffled. She took her hands from her face and rubbed at her eyes, sniffling. "It's everyone. All of you. Your entire damn species. You're all the same."

He lifted his hand from her arm. "All of us? Who's 'us'?"

"You. You men. You're all disgusting."

Peter blinked. Oh. Uh...

"Deep down, you're all just sick, twisted monsters lusting after the same thing."

He sat back, scratching at his neck uneasily. "That's, uh...a bit of a harsh generalization, don't you think?"

"No, it's not," she retaliated coldly. She rubbed at her throat a little before wiping her eyes with her sleeves, then pushed herself up to her feet. Peter quickly followed, wanting still to help but uncertain how. With raw bitterness, she shouldered past him, purposely stepping on one of the men's chests as she marched across the small room. "Just forget it. You're too much of an idiot to understand the truth."

Peter frowned offendedly behind his jet-black mask. "Hey. Now that was uncalled for. I'm just vying for a little leeway on all these accusations you're flinging at my...uh, 'species'. If you ask me, you're the one who's blind to reality, misandrist. I mean, considering how you've acted around me since the day we met, all this sudden hatred towards men isn't making any sense." His hands fell to his sides. "Seriously, what upset you enough to make you want to kill these guys like that? Just...help me understand, so I can help you."

Black Cat's callused mask had reformed. Without answering, she opened the door again with a few hardy cranks, exposing their eyes to the white light once more. Her slender form stood silhouetted in the entryway, stiff and defensive.

"We're wasting time. If you want to save your friend, we need to go now."

Then she stepped through the opening and out of sight. Peter watched her disappear, then sighed irritably. He hated problems like this, ones that he was helpless to fix. Being able to punch and web-zip your way out of predicaments was one thing, but this was entirely different. In a way, it reminded him of his little nightmare issue. An internal turmoil, a mental tick. For a moment, he understood Cap's frustration with him back at the tower. These problems were things that needed to be talked over. If left to rot and fester inside oneself, deadly consequences were likely to follow. But unlike him, Peter would listen to everything she'd say and try to help her deal with it, instead of writing her off as some psychopath and abandoning her in her time of need.

Unfortunately, Cat didn't seem to be in a very talkative mood right now. He supposed he'd just have to wait until later, once they had rescued Wanda and escaped this rathole.

After sealing the two men down with a few coats of black webbing, Peter rubbed at his arms intently, surprised at how fast the claw wounds were already healing, then walked through the entrance after Black Cat, pulling the door shut quietly behind him.

The room inside was bright and small, nothing more than a square block separating the odd entryway from the main facility. Three doors stared back at them from the opposite wall, likely fanning out into different areas of the base. The unwelcoming chairs scattered around the single table to their left were vacant, and the camera on the ceiling was off, but he squirted it with a couple layers of web-fluid just in case. Overall, it wasn't very impressive.

Across the room, Cat was peering through a tiny window on one of the doors. "Dammit," he heard her hiss, and she stepped back with her shoulders against the wall.

"What is it?" Spider-Man asked in a small voice.

"The hallways in here," she explained, "they're super narrow and jam-packed. People everywhere. There's not a chance in hell we'll be sneaking through that mess unnoticed. You especially."

Peter glanced around their small safe room pointedly. "Well...are there any air vents connecting the rooms together? There's got to be something like that. An underground base needs fresh air filtering through it from the surface so people don't suffocate down here."

"Yeah, I thought the same," she agreed, motioning with her chin up at the ceiling, "but judging from the size of the one in here, I don't think that's an option. Unless either of us can squeeze our asses through a hole that looks about a foot in diameter, that route is off the table."

Peter followed her gaze to the ventilation shaft above their heads, then set his jaw. "Oh. Gotcha." Guess his usual mode of incognito transport was out for this one. He surveyed the small room once more, spinning all the way around. He checked again, and again, and again, then, sharply, was struck with sudden panic. There was nothing. No other way in, no other way out. The skinny hallways flowing with enemy traffic were the only traversable paths to where Wanda was likely being held. They had to get through the facility directly—but how? It was hopeless. Peter palmed his forehead, distraught. "Damn. This isn't good. Wanda, she's—she's waiting for us. Counting on us. What do we do? What can we do?"

"Relax, spider," Cat reassured him, the playful spirit in her voice gradually returning. He hoped that meant she had forgiven him and overcome whatever spazz-attack had seized her just minutes ago. She strolled past his stagnant form to a closet in the corner. She popped it open, rummaged through the contents hanging inside, then tore a set from the rack and flung it straight at him. Peter caught the separates in a jumble, startled.

"H-hey! What are—?"

"Put that on. I'll do the same." With no warning whatsoever, Black Cat slipped out of her ebony skin-suit with one easy movement and tossed it aside. Peter whirled around so fast he nearly tripped.

"C-Cat! What the heck are you doing?" He hid his eyes with his hand like a kid watching a scary movie, feeling his face flush hot with color. Black Cat shrugged casually, unable to keep herself from giggling.

"What? This is how we're getting inside. These are the latest looks trending among Hydra agents nowadays. We're going undercover—hiding in plain sight." She pulled the dark green pants to her waist and snaked her arms into the matching overcoat, frowning distastefully. "They've never had much fashion sense, despite how long they've been around. Tragic, really."

"That's not what I meant," Peter murmured under his breath, shoulders hunched. Regathering himself, he shook his head and focused his attention on his own ugly uniform. It was swamp green, nearly black, made of thick, itchy cotton, with a strappy brown-leather vest to go on top. Included also were tall boots and a round helmet that covered everything except the wearer's mouth and nose. He unclipped the helmet from the rest of the outfit and looked it over curiously, wondering where Hydra's keenness to green had originated.

"There. What do you think? Convincing enough?"

Peter turned to find Cat fully dressed in the Hydra uniform. She made it look far better than anyone else could. The bug-like goggle lenses stared back at him lifelessly, and her long hair was tucked neatly inside the helmet, out of sight. Her lips still hinted a pinkish glow from the gloss she'd lost during her brawl with the assholes.

"Start walking and talking like you have a stick up your butt, and you're golden."

She snorted amusedly, shoving her discarded costume into her pocket. "Thanks. Your turn, hot shot."

Peter grimaced, staring off to the side. There wasn't much privacy in this tiny room. "Okay, but...you have to turn around. I've got an identity to protect, and I'm—"

"Insecure and adorable. Gotcha." She spun to face away from him, flagrantly laying her palm over her face and clearly smiling. Not his exact thoughts, but Peter simply sighed, not wanting to discuss this further, and turned towards the blank wall. He stepped into the pants, squirmed inside the heavy overcoat, and secured the vest over his shoulders and around his waist. On went the boots and a pair of black gloves, but just before he finished the look off with the helmet, Peter realized the black symbiote suit was still on him. The parts of his face that were exposed would show that he was wearing a mask, which would likely rouse suspicion in those who saw him. How was he going to get it off? Wondering if he could just take it off his head like a regular mask, he reached up to the back of his hairline.

Just before he could grab it, however, the black slime stirred and began peeling back from his skin. Starting at the top of his scalp, the symbiote retreated down his face and neck, quickly and deliberately, until his head was left entirely uncovered. The rest of his body remained shrouded in the living costume, exactly as he had planned to assemble. It was as if the symbiote had read his mind and carried out his desires. Whoa, he thought, gripping the red mask no longer hidden beneath the black ooze and slowly slipping it off his head. That's...uh...cool. Wow. You're a lot handier than I expected.

He wasn't positive it was real, but Peter swore he felt the suit ripple with delight along his spine.

Satisfied, Spider-Man tucked the mask into one of his baggy pockets and squeezed his head inside the helmet. After clipping the straps together under his chin, he walked over to the glass table and stared down at his reflection, frowning. This costume seemed more for show than practicality; the goggles gave everything a blurry red tint, and he felt stiff, restricted. He remembered now why he had chosen to make his predominantly out of spandex.

"These are awful. If the maniacal fascism doesn't steer people from working for Hydra, having to wear this crap certainly should."

"I like them," Cat said, bopping him lightly on the nose. "I get to see Spidey's pretty little lips. It's a shame your mask has to hide them all the time."

Peter blushed a bit knowing that part of his face was exposed—which sucked, because now he knew she could see it. Already he was missing the isolation his mask provided him from the outside world. He took a small step backwards. "You're crazy bipolar, you know that? One minute you're trying to kill a dude while cursing all of mankind, the next you're back to being super weird and flirty. Is this a normal thing for you, or—?"

"Make sure you spike the collar up, though," she continued without missing a beat, pulling at the leather around his neck. "Hydra's foot soldiers are the only ones required to wear these uniforms anymore. We've got to look exactly like they do so we don't draw attention to ourselves."

He sighed dismissively. "Whatever. So, which way are we headed? There's three different doors to choose from."

Cat turned, walked back out the way they'd entered, then returned with two white cards between her fingers. She handed him one as she strolled by, examining the three routes discernibly.

"I'm guessing this way's our best bet. If not, we'll just tromp around the whole joint until we find the right one. All of the different sections are likely interconnected."

"And I'm guessing these are our tickets in and out of those sections?" he asked, waving the small pass in front of his face. It was completely blank, probably for security reasons, in case one was discovered in the world above.

"Hopefully. Now stand up straight and keep your mouth shut. We're going in."

She slipped her keycard through the scanner, and the machine gave a satisfied click. As Cat carefully pushed the door open, Peter tensed and stepped closer to her, remembering suddenly how dangerous all of this was and how much he hated having to operate covertly. He preferred a direct fight, out in the open, none of this sneaky, stressful, undercover mess. But it was their best bet at saving his friend.

They entered the hallway. There were people everywhere, rushing about distractedly. He was shocked by how many there were. An air of productivity and fear hung throughout the narrow passage. The majority of the workers looked like rats and thugs dragged off the street, dressed in stained jeans and raggedy jackets, with only one or two far ahead adorned similarly in their signature Hydra attire. Guess that's what happened when you combined a crime lord's business with a Nazi organization's.

Without hesitation, Cat began marching through the crowd, bold and stern. Swallowing his jumpiness, Peter trailed just behind her, trying to imitate her confident march. As they walked, men and women of all sorts brushed past them hurriedly, most paying them no more than a quick sideways glance. Many had weapons strung casually round their waists or balanced in their hands. One of them looked just like the tranquilizer gun the phony S.H.I.E.L.D. agents aboard the Helicarrier had used to try to stun and capture him with. Others looked new and far more lethal.

There was lots of mulling conversation. Though it was mixed and relatively quiet, Peter's sensitive ears could catch small snippets as he passed people by. A pair of women's hushed exchange stuck out to him among the garble. "Did you hear?" one said. "Yeah," the other replied, "Spider-Man's dead. Not sure if it's true or just a rumor though." Even after they had passed, he continued to eavesdrop.

"Wow. Can't believe he actually did it."

"I heard The Kingpin tore him apart with his bare hands."

"Really? I heard he burned to death in a warehouse fire."

There was a pause. He thought maybe they were out of range now. But the familiar voices returned, and he managed to catch a few more words of their inconspicuous chat.

"Well, with Spider-Man out of the picture now, what's The Kingpin's play?"

"No one's positive. But considering the armada he's working to build, I'll bet he's planning on taking out the rest of the Avengers next."

Then they were gone, tangible no longer. But he had heard enough. So Fisk thinks I'm dead, he gathered, and now the rest of Hydra. He must've given up on the whole 'turn Spidey into a Trojan Horse' plan since I'm dead and turned to funding a full-scale army or creating deadly weapons or whatever in order to destroy the Avengers. Makes sense, although I doubt they have enough men to scrounge up for a sizable ambush after all those busts. And that seems too straight-forward of him, too predictable and obvious, but I can't pin it down. What could The Kingpin's true plan be...?

"Quit stepping on my heel," Cat suddenly hissed over her shoulder, dragging him back from his thoughts. She stopped abruptly, causing him to bump into her back as she glanced left and right, then briskly turned the corner. Peter sped a little too quickly after her, jerky and feverish beneath the itchy uniform. He felt like a lamb parading through a pack of ravenous wolves with nothing but an over-confident cat leading the way. A few darting eyes flashed his way suspiciously, and he forced his steps to slow. Get it together, Parker! he scolded himself, inhaling a shaky breath and releasing it steadily. You've done this kind of thing before, remember? First the Helicarrier, then Oscorp's underground base. Sure, you might've been drugged-up and peppered with bullet holes on one occasion and severely annoyed by a certain Merc' with a Mouth during the other, but in the end you got the missions done. And you didn't even have a disguise then! You can handle this. Just be cool.

They passed through multiple rooms. Some were empty, some were full, some looked like workrooms, others looked like labs. Everything appeared as though it was hastily assembled, with little expense going toward design or quality. After what felt like hours of weaving through the labyrinthian maze, hearts pounding and movements stiff beneath the glares of passing enemies, Cat randomly scuttled to a halt in front of a chrome door on their left. Peter stopped behind her as she examined the small panel beside the entrance carefully.

"Prisoner Containment Chambers," she read, squinting her eyes behind her goggles. "Took us long enough. There are two different levels to this section."

"You think this is where they're holding her?" Spider-Man asked quietly. Black Cat whipped out her keycard and swiped it through the scanner.

"If she's not in here, she's not in this facility. So let's hope so."

Checking once more to make sure no one was wary of them, Cat opened the door and strode inside. Peter followed expectantly after, only to be startled by the two loud voices conversing inside.

"She won't talk, no matter what we do. I dunno, hun. Maybe we should try—"

The man's words cut off sharply right as the two costumed figures stepped into the room. The pair of Hydra goons turned towards them, causing Cat and Spider-Man to stop dead in their tracks.

"Hey. What are you two doing in here?" the man with the bushy mustache asked coldly, dark eyes switching between them.

"No pesky enlistees are allowed in this area. You should know that. Get out."

Peter was sweating bullets beneath his helmet, grasping desperately for some plausible excuse to run by them, but Cat beat him to it. "We're...uh...here to interrogate the prisoner. The 'traitor', as he put it. Direct orders from the big guy."

The woman raised her eyebrows. "What? You're telling me The Kingpin himself sent two random privates down here to interrogate his most stubborn and valuable captive—to do our work for us? That's ridiculous."

"I'm one of his personal assistants," Cat recovered smoothly. "I do undercover work for him. He knows well enough that I can get people to tell me what he needs to know. You two clearly haven't been successful with the prisoner thus far, so he's decided to employ someone more suitable to the job." Every word she spoke exuded confidence. Peter couldn't help but be impressed.

"Uh...well," the man murmured, clearly offended, "why hasn't he ever told us about you? We're some of his most trusted associates. And if you're as high up as you claim to be, why are you wearing private uniforms?"

"Oh, don't flatter yourselves. The boss prefers to keep his classified business classified, in case that wasn't obvious, especially from those who overestimate their positions. What's the point of calling yourself 'undercover' if everyone knows about it? Down here, in these awful getups, we're invisible to the lot of you, which is exactly how we like it."

The two Hydra employees were very taken back. After exchanging a troubled look, both of their eyes suddenly shifted to Peter. "Who're you, then? Why are you with her?"

Gulping dryly, Spider-Man stood up straight at her side. "I'm, er, accompanying her. During the interrogation. She, uh—she can sometimes get a little too rough with her clients, y'know, and this one is particularly valuable to The Kingpin. He assigned me to be present as she works to make certain the prisoner isn't killed in the process."

Cat glanced his way, barely suppressing the sly smile that pulled at her lips, before marching forward adamantly. "There. Happy? Now step aside. We've wasted enough time pacifying you morons as is, and I doubt the boss will be too fond to hear about who's kept us from carrying out his demands."

After hesitating a moment longer, drops of sweat beading down their faces, the mustachioed man finally caved. "N-no. That won't be necessary. Go on ahead, please. We apologize for the misunderstanding."

He typed a code into the pad, and the lock sprung free with a click. Inward the white door swung, revealing a dark hallway on the other side. The two Hydra workers stepped aside for them to pass.

"She's in the last cell on the left, isolated off from the rest of them. We ended our session with her not fifteen minutes ago, so maybe she's softened up enough for you two to finally make her crack."

The rest of them? Peter thought to himself. Who else besides Wanda are they holding captive down here? Then Cat trooped forward, and Peter followed quickly after, filing between the pair of self-conscious Hydra employees towards their destination. As they passed through the intimidating doorway, Peter released a slow breath of relief, amazed that they had made it this far without being detected. Then, just as his foot trespassed into the ominous hall, a hand suddenly seized him by the wrist, and all of his elation crumbled.

"Hey," the woman said. "Wait a minute." Her bony fingers dug into his skin, keeping him from taking another step farther. Peter's heart throbbed with panic. His gaze locked with Cat's, and though the goggles hid her eyes, he could tell she shared his poignant fear. He could feel the Hydra agent's glare boring into the back of his head, and he slowly turned to face her. She knows, he thought frightfully. She knows we're not Hydra. She's found out somehow! His body was rigid, defensive, poised to react at any moment. What do I do? Attack her, play dumb, web the both of them to the ceiling? Crap! This isn't good! The cold, stony eyes leered back into his, and Peter prepared to strike.

Then, reaching around to her hip, the woman pulled a long, thin stick from her belt and held it out to him by the grip. Peter stared down at it, puzzled. "Here, take this," she told him. "It's a repurposed cattle prod. It packs quite a punch, but it's non-lethal, as long as you don't overdo it." He watched her press it into his palm. Stunned, but not wanting to look it, Peter took it from her warily. It was light and menacing in his hand. "Sometimes she can be too dangerous to get close to," she explained. "You can use that to interrogate her with from a comfortable distance."

Realizing she hadn't discovered the truth, incredible relief flooded through him. But a sick feeling twisted in his stomach as he held the cruel weapon in his fist. They've been using this to torture Wanda. Oh gosh. This, and who knows what else? They're...barbaric. Terrible. I can't believe she's held out this long. His eyes drilled daggers into the woman, and an urge to slug her across the mouth befell him. He could see it in her cloudy pupils—she had hurt his friend, and he wanted to make her pay. And yet, behind the callused savagery, the woman's eyes were shadowed with terror. She was being forced to do it. The Kingpin was controlling them, just like the rest of his pawns. She didn't want to hurt people. She was doing it to protect her own life, or perhaps the life of a loved one. She found no pleasure in her work. He understood now: they weren't mad that he and Cat were stepping in to do their job for them; they were afraid it meant The Kingpin was displeased with them and preparing to terminate their lives. Spider-Man's gloved fingers held the cattle prod sternly at his side.

"Th-thank you," he finally replied. He tried to drain all emotion from his voice, but his words were edged like steel. Then he turned and strode into the prison ward, Cat following at his side. The doors were shut behind them, sending echoes howling through the hallway.

"Nice work, spider," she complimented him quietly, breaking her icy facade. "You're more clever than your silly quips let on."

Peter released a shivery breath. "Don't dis the quips, sister. They're probably my only means to maintaining this hero gig for as long as I have. But when the quippage rolls and good looks don't work their usual magic, I can handle myself. I've got an IQ of 145 and years of excuse-making practice to bank off of."

Cat giggled, walking ahead of him. "Well, don't get cocky on me. For a minute there, I really thought you were going to give us away."

"That's me. Always keeping everyone on their toes." He ran his hand across his mouth restlessly. "So, just up ahead?"

She nodded, about five paces in front of him. "Yep. I hope these keycards will work on the door." She walked by the first line of bars, and there was a sudden catch in her steps. She slowed to a stop, glancing left and right, eyes widening. "Oh gosh," he heard her whisper.

"What?" Peter asked, catching up to her. It occurred to him at that moment that there were cells on either side of them, lining both walls all that way down the hall. The sound of hushed conversation and racing heartbeats met his sensitive ears. Once he reached Black Cat's side, his breath caught in his throat. There were people in the cages. Tons of people—around twenty per tiny room. The majority of them looked young, mainly women. All looked terrified. Some were whispering fearfully to each other, going silent when they noticed the two Hydra soldiers in their presence, dilated pupils trained on the long device in his hand. Others were huddled in the corners, motionless, eyes wet with tears. Many were crowded in the middle, for there was hardly enough room for them to all sit at once. They looked dirty, underfed, abused. The hallway smelled of sweat and urine.

"W-what is this?" Peter said softly, voice raw with horror. "Why are all these girls being kept prisoner down here?"

"They're probably all the people Fisk's men have kidnapped and are trafficking for profit," Cat explained despondently. "I told you before that this is their main base of operation."

A woman was pressed against the bars of a cage farther down, wailing in agony as a younger girl tried to quiet her. Her hands looked like twigs clothed in tissue paper as they gripped the thick beams frailly. In the cell to their right, a small boy was weeping while a little girl clung to him. Their eyes were sunken in and rimmed with dark circles. They may have been siblings; they might not have. Many weak voices were crying out for water or food that was clearly not to come.

"Come on, spider," Cat suddenly whispered, grabbing his hand and giving it a gentle tug. "Your friend should be behind that door down there."

Peter's feet began slowly dragging forwards, led by the careful fingers curled around his knuckles, but his gaze remained locked on the suffering people surrounding him on all sides. Budding, innocent humans, caged like animals, stolen from their homes and families, the only futures awaiting them being enslavement or death. The hundreds of eyes of the anguished captives were gazing into his soul—hollow, desperate, pleading. He couldn't take it. Right in the center of the hallway, he trudged to a stop.

"Cat," he stammered, staring at a young lady collapsed against the floor. "We've...got to help them."

Black Cat exhaled strenuously. "Please don't. You know we can't."

"We can't just leave them here. They'll die if we don't save them, or worse."

"There's nothing we can do for them right now. Your friend is the one we need to help."

The cries of fear and pain flooding from every direction were unbearable. Peter leaned his weight against the wall, eyes squeezed shut.

"Listen to them! They need our help! I can't—I can't just abandon them like this!"

Cat turned sharply to face him, teeth gritted and muscles coiled. She seized him by the arm and shoved him harshly against the bars. "Don't make me be the bad guy here! I know they need our help, and I want to help them just as much as you do. But we can't! You know there's no way we could possibly sneak this many people out of here without being discovered and you and me being exposed. Stop being so altruistic that you don't think rationally. We came here to save your friend, and that's what we're going to do!"

Peter knew she was right. Peter knew the two of them alone could do nothing for all of these poor prisoners, but he couldn't stand it. He felt helpless, heartless—deserting innocent victims when they needed him most. He palmed his face in one of his black gloves miserably.

"We can't...we can't leave them," he whispered once more. His eyes were desolate behind the soulless goggles. Then a hand reached up and gripped his shoulder, firm but comforting.

"And we won't. Alright? We'll come back for them. Once we get ourselves and Wanda out of here safely, we'll come up with a new plan to save them all. Maybe you can get some help from your Avenger friends." Her voice hardened. "But right now, we're going to do what we came here for. If we sit here and mope about who we can't rescue, we'll miss the chance to rescue the one who we can." She gave his arm a light tug. "Let's go save your friend, okay?"

Peter swallowed laboriously. He hated having to ignore his heart and listen to his big dumb brain, but it was the right thing to do—the only thing to do. They didn't have a chance of freeing these people now. He was letting his emotions cloud his judgment. He had to be sensible about this. We'll come back for them, he told himself adamantly, lifting off the wall. We will. We will save them. But at the right time, with the right strategy.

Finally he heaved a heavy sigh. "Y-yeah. Okay. You're right. Let's go."

She smiled sadly at him, then turned back toward their destination. They trespassed the remainder of the harrowing corridor in pallid silence, eyes locked stiffly ahead. Peter couldn't make himself look at the suffering prisoners anymore, lest he crumble beneath their haunted gazes again, but their piteous cries continued to pierce his ears like daggers. Footsteps resonating off the ceiling like ghostly applause, they reached the steel door.

"Little Hydra thingamajig, don't fail me now," Cat prayed, kissing her white card for luck. Then she slipped it through the key slot. After a long, tense moment, the pair were blessed with the satisfying click of the lock unlatching. They were in. Cat puffed out her cheeks and curled her fingers around the handle.

"Wait," Spider-Man said, grabbing her hand. "Let me go in alone. She doesn't know you. You could scare her."

After studying him for a moment, Cat shrugged. "Alright. I'll stand guard, try to scope out an escape route. Don't take forever, though."

He nodded, and she stepped back. He prepared himself for whatever was to come. Peter sucked in a breath, gripped the handle nervously, then gave it a turn and entered the room.

A tiny, cube-like cell. White walls, white floor, white ceiling. A trough in one corner, brimming with sludgy liquid that looked days old, untouched. A bucket in the other, the kind you'd see a child collect bugs or berries with. Everything about the room seemed sterile. Almost dreamlike.

Everything except for the girl. She was like a stain on a blanket of pure white snow. She sat in the middle of the cell with her hands and feet fettered to the floor. Her face was hidden behind a curtain of matted, wavy hair. The skin that was visible through the slashes in her clothes and on her legs and arms was marred with purpling bruises, jagged cuts, angry burns. The ground surrounding her was spattered with dark red droplets.

Peter stepped all the way into the room, mouth slightly agape. Oh no. Wanda. What have they done to you? He was relieved to have finally found her, but not like this. She looked an absolute mess, defeated. On her head was some kind of helmet, which appeared heavy and restraining. He assumed it was meant to keep her from using her powers. He shut the door behind him, and the noise caused the girl stir. A shiver rippled through her body.

"B-back...so soon?" she croaked out, face remaining downcast. She was trying to sound suave and mocking, but her voice was laced with pain and fear. "You will surely...k-kill me this time."

Cut to his core, Peter rushed to her, throwing the cattle prod to the ground. "Wanda, it's okay. I'm here to save you." He grabbed the chains holding her feet to the floor and ripped them free, which made her jump with a start. He followed by tearing off the capsules around her hands, liberating them from their bondage as well. Slowly she flexed her achy fingers, which hadn't been able to move for days.

"What...?" she stammered, lifting her head. "W-what are you doing?"

"Getting you out of here," he answered softly. He took hold of the helmet, causing her to flinch, and searched with his fingers for a release switch or a clip. When he couldn't find one, he cursed and grabbed on to both sides. "Hold still," he instructed, and with a careful amount of spidey strength, Peter gave a quick yank and tore the helmet clean in half. She gasped as it peeled from her skin, leaving behind a biting indent that encircled her entire scalp. The mechanism must've been horribly tight; he could see that the red ring was crusted with dry blood. At her sides, the two broken pieces clattered to the floor, and she blinked perplexedly.

"You...freed me," she said in disbelief, rubbing at her wrists and face. "I am liberated."

Peter sighed morosely. "Yeah. I'm so sorry this happened. It's all my fault that they're hurting you." He stood and offered her a hand. "This is me trying to rectify those inequities. Let's ditch this nuthouse."

Wanda gazed up at him with timid curiosity. Peter could see her face now—caked with grime, bruises, gashes, the face of a corpse. Her piercingly dark eyes were murky with terror and suffering. She looked like a wounded puppy abandoned on the side of the road. Swallowing a quivery breath, she lifted her hand slowly toward his.

Spidey sense.

It struck him out of nowhere, taking him by surprise, but not nearly as much as the rush of energy that suddenly seized him by the throat. Peter gagged in shock before being flung into the wall, where he was held with his feet dangling above the floor.

"Aagh! W-Wanda! What're you—?"

"Silence, you arrogant scum!" she spat, strenuously rising to her feet with her hand out in front of her. Furious red light gleamed in her eyes. "You are a fool to think that if you released me I would show you gratitude. You have hurt and humiliated me for the last time! For what atrocities you and that wretched Fisk have committed against my brother and I, I will tear you limb from limb!"

Peter grappled desperately at the wall, unable to break her crippling hold. He had to tell her, he realized. He didn't have a choice. Even if it gave him away, he had to say it. He was dead if he didn't. "W-wait!" he cried hoarsely. "S-stop! Wanda, it's...me! It's Spider-Man!"

The horrible pain pulling at his muscles didn't cease, and for a terrifying moment Peter thought she seriously might rip him apart right then and there. He whimpered feebly beneath her hold, every fiber of his being screaming in pain. Then, with a precise wave of her hand, the power being used to crush his body all at once seemed to rush to his head. It wasn't attack, though—it was a test. Judgement. Her fiery gaze bore into his soul: cold, spiteful, savage. He could feel her energy scouring tenaciously through his mind, and a fearful chill crawled down his back. All he could do was wait.

In an instant, the livid glare contorting her face melted away. The bloodlust in her eyes vanished, and her expression flashed with disbelief. "P...Peter?" she mouthed inaudibly, jaw hanging open. He watched her shock transform to elation, then elation to stinging guilt. "Oh—oh gosh!" she cried, and immediately released him from her deadly grip. Peter dropped to the floor, limp and pitiful as he gulped down a ragged gasp. Wanda limped hurriedly to his side.

"I—I am so sorry," she apologized, cradling his face in her hands. "I did not—I had no idea. I could not read you at first. And you were dressed like them, so I did not think—"

"It's—ow—heh, it's okay," he laughed, fighting to catch his breath. "I should've...said something sooner. But damn—now I know what being force-choked by Darth Vader feels like."

She didn't seem to catch his joke. She beamed at him with wide, disbelieving eyes, which he noticed were glazed with emotion. She licked at her lips and shook her head sharply. "You came. I...I don't understand. I did not send for you or anybody. Why are you here?"

Peter grinned. "Like I said, wicked witch. I'm here to rescue you. I figured since you saved my hide back at the warehouse with Fatboy and his lot, it was only polite for me to pay you a visit and return the favor."

He could tell she wanted to get mad at him. He knew how stupid it was for him to risk his life like this—barging into Hydra after everything she'd done to keep him safe. Her brow was narrowed crossly, lips pursed into a rigid line. And then, the anger was gone. She broke. Her front shattered, a smile spread across her face, and tears began to fall from her eyes.

"You idiot..." she croaked. Then, to his surprise, her arms wrapped around his body, and she gathered him into a fierce hug. "Thank you. Thank you so much."

Peter just sat there stunned as she clung to him like a child, her face buried in his shoulder while she wept quietly. He felt himself chuckle uneasily under his breath. Anyone else experiencing déjà vu? he thought. But soon he came to his senses and hugged her back, feeling finally that he and Wanda Maximoff could call each other friends.

A few moments later, she pulled away with a shaky sigh, rubbing at her eyes. "I just...I cannot believe it. How did you even get in here? Their security is so stringent."

"I had help from a friend who knows a thing or two about breaking into places. And really, after we put these awful uniforms on, slipping all the way through to this area was a piece of cake."

She blinked. "Really? But...how did you get past the guards and the scanners and—?" She went stiff suddenly, blinking. "Cameras. There—there are cameras." He watched the panic gradually seize her. Instantly, Wanda whirled around, eyes flitting to the upper corner of the cell. Peter followed her gaze, which was trained on a small, round device, and he winced.

"Oh. Whoops."

"They have been watching and listening to us the whole time," she said, lifting off the floor gingerly. Peter took her arm and helped her stand the rest of the way. She gripped her side in pain. "They know. They know you are Spider-Man, that you have freed me. Th-they will be here any second."

"Hey, hey, slow down," he insisted. She was panting harshly, and her skin was flushed with fever. He could tell she was very weak and ill, not to mention lavished with raw, festering wounds. The majority of her weight was rested on him out of necessity. "Let's not jump to conclusions. Everything's okay."

Not a moment later, a boisterous alarm began to bellow wildly throughout the facility. It shrieked an ominous chime that made Peter's heart leap into his throat. Quickly after, there was a loud banging on the door. "Hey, uh, spider?" a voice called from the other side, sounding startled. "I think it's safe to assume that we've been busted, and those sirens are for us. I don't know what you did, but I do believe we're about to have some company!"

He swallowed skittishly. "Right. So, never mind then. Everything is not okay. But hey, it's not all bad." With a theatrical sort of enthusiasm, Peter tore off the itchy Hydra costume and flung it to the ground, revealing the dark black suit he wore underneath. Unconsciously he instructed the symbiote to mask his face again, which it obeyed right as he pulled the helmet from his head. When finally free, Spider-Man dusted off his torso and sighed relievedly. "At least I don't have to march around in that piece of crap anymore. I was sweating like a pig under there. Haven't Hydra's Nazi fashion designers ever experimented with Egyptian cotton?"

Wanda's eyes were wide with surprise. "That looks...different," she noted, poking at the inky substance inquisitively. To her disbelief, the material curled around her finger, then sunk back against his skin, causing her to flinch with a start. Stunned, she stared at the suit with sudden tenacity, scarlet fire swirling in her pupils. Her lips parted slowly, and her brow scrunched with confusion. "W-what is...?" she breathed. "Your costume. It is...alive. I can hear it. It has a conscience."

Before he could even try to explain, the door behind them suddenly burst open, revealing a very frightened Cat still dressed in her Hydra uniform. "Guys. Have you gone deaf? We're screwed! We've got to get out of here!" Then she tilted her head to the side and eyed him skeptically. "Why did you take off your disguise?"

Peter fired a glob of webbing over the camera in the corner. "It's my fault. I blew our cover. On the camera—they saw me free her and heard me say 'I'm Spider-Man' like the genius I am. So I guess my cat is outta the bag." He turned to her. "But yours isn't. Let's go before that changes."

Knowing she could barely walk on her own, Peter scooped Wanda off her feet and held her delicately in his arms. He heard her mutter disapprovingly, but she didn't protest, which granted him relief. He turned towards Black Cat, who whipped open the door, and the three of them clambered out of the tiny cell.

They were greeted with a riotous commotion on the other side. Girls screaming, chains rattling, all while the alarm blared ceaselessly from above. Just as they stepped into chaos, the door at the end of the hallway snapped open, and an army of Hydra goons rushed towards them.

"Stop right there, traitors!" the man in front cried. "Drop the prisoner and surrender, or we'll pump you full of lead!"

"Hurry! This way!" Cat yelled, slipping her card through the scanner behind them and motioning with her hand. Gunfire began popping from the mob and hissing by their skin, causing the captives on their left and right to shriek in their cells. Peter knew that they'd be dead in seconds—cornered in a narrow hall with nowhere to run. The bullets were hailing upon them in a relentless wave, and his spidey sense was going wild. He couldn't avoid all of them. Eventually the fatal weapons would meet their mark. He could see one in particular racing straight towards him, dead center, moments from piercing his heart. If he dodged, Cat would be hit, and he'd probably jump into the path of another barrel anyway. There was nothing he could do, no escape. He closed his eyes.

An odd sound suddenly echoed just in front of him. A sharp, bouncy ping. The droll of gunfire suddenly seemed dull, muted. But above all else, he wasn't dead yet. His eyes peeked open hesitantly behind his mask.

"Rot in hell, you bastards!"

A glowing red forcefield had formed between them and their enemies. The bullets were ricocheting right off it, leaving the three of them completely unharmed. The men at the other end of the hallway were not so luckily. Their own firepower was doubling back on to them, causing many to collapse with yelps of pain. Wanda's eyes glowed with fury, though he assumed she couldn't keep this up for long. Thankfully, Cat finished unlocking the door just then, and they scrambled through to escape the onslaught, slamming it shut behind them.

"Nice work you two," he told them, webbing up the hinges of the door. "But no time to celebrate. Where we headed next, Cat?"

The room was small with almost nothing inside. The only notable object was a steel tube sitting in the center that went all the way up through the ceiling. She glanced around hurriedly.

"No doors. No escape routes. This must be our only way out." She walked up to the tube and laid her palm against the thick metal. "It looks like some kind of elevator. I betcha this is what they use to transfer the captives back and forth between the prison and their buyers discreetly."

BAM, BAM, BAM! Bullets began bursting through the door and zipping across the room. One bounced off the elevator tube and imbedded itself into the wall. He could hear the men just on the other side, shouting and pounding and emptying their magazines. Carefully he placed Wanda on the floor beside him, out of the gunfire's range. "Try to keep them from getting in for as long as possible," he told her. Her eyes were glazed with exhaustion, and her body was shivery and pale, but she gave him a small nod. As Wanda pushed back against their attackers with her sorcery, Spider-Man ran to Cat's side. "An elevator you said? So, what, can we just pop it open and ride our merry way up and outta here?"

"Not exactly," she replied, pointing to a small slot on the security panel standing in front of it. "It looks like we need a key. A real one, not a card."

The ruckus was getting louder. He could tell Wanda was struggling to hold them back. "W-well, can't you crack it, then? You must pick locks all the time, being a cat burglar and all."

She slipped a pin from underneath her costume and began to prod at the tiny hole. "I'll try. Just give me a sec." He watched her kick the thin accessory repeatedly against the roof of the key slot, biting her lip in concentration. Peter turned back to Wanda, who was beading with sweat and breathing harshly. Another bullet came popping through the wall and zinged right past his nose, making him flinch.

"Hurry up please. Imminent death rapidly approaching."

"Shut up please. You're distracting me."

He waited a few more seconds, heart throbbing to the beat of the alarm and muscles restless. The tedious jostling of the pin in the keyhole pinged cheerfully in contrast.

"...So...um...you...you got it, yet?"

Cat shook her head in frustration, hands growing jerky. "It's...it's not..."

"Not...what? What's not what?"

"It's not working."

"What do you mean, 'it's not working'?"

Cat scoffed lividly and turned on him. "Me, Einstein! I can't crack it! It's too complex for me to figure out with so little time!"

"What? It's a freaking elevator lock! What's so complex about it? Just do your thing!"

"I can't just do my thing and it magically opens! Especially when you're breathing things like hurry up and imminent death down my neck! It's a very intricate and delicate process, and this one's got some personalized difficulties added to it. I know my limitations, and right now I know I won't be able to solve this in time!" Her voice was heavy with helplessness, and she suddenly kissed him softly on the lips. Peter blinked in surprise as a defeated smile pulled at the corners her mouth. "I'm sorry, spider. I'm out of tricks."

Dazed with competing disbeliefs, he gazed up at the wide metal tube, eyes combing across its shiny surface. He had to think of something before Wanda gave out. He considered going all HULK SMASH on the situation and beating the elevator to splintering pieces so they could all just climb up and out, but that might cause the whole room to collapse in on them, Hudson River and all, and then they'd really be in one hell of a pickle. His eyes switched back to the security panel, refocusing on the small slot that stood between them and freedom. The shadowy blackness hidden within it reminded him of something. He glanced down at his palm.

"Well," he mused, clenching his fist, "maybe I'm not. Scooch over for a sec."

Cat lifted her head and gave him a puzzled look, but eventually stepped to the side. Peter faced the elevator and sucked in a steadying breath. Then, slowly, he extended his hand towards the panel, palm flat. He focused his thoughts, but before he could even fully form the command in his mind, the symbiote reacted. From the tip of his index finger, the black ooze began stretching outwards, slithering towards its target. He heard Cat gasp as she watched the slime move, until finally it reached the key slot. Tenaciously, the symbiote dove into the tiny abyss and fitted itself perfectly to the shape of the hole. After a couple seconds of prodding and shifting, the lock suddenly twisted to the right, and the panel gave a sharp buzz. With a hiss, the metal tube yawned open, revealing the cylindrical pod inside.

"W-what the hell did you...?" Cat breathed in shock. "How'd you just do that?"

"My, uh, very convenient new onesie?" he replied sheepishly, drawing the symbiote back to himself. "Lucky for us it does more than just make my butt look good."

A cry of agony suddenly sounded behind them, and they both whirled around with a start. Wanda sat on the floor, shaking all over with her hands hovering barely above the ground. The strain was too much on her damaged mind and broken body. All of her energy was expelled. Her wrists suddenly went limp at her sides, and she began to sway. "I...I cannot. No longer. Too...much. I...am...s-sorry..." Then she collapsed to the ground, and the protective red ghosts encircling the door dissipated into nothing. Immediately, bullets began exploding into the room, peppering the walls with holes and sending sparks flying in every direction. Adrenaline rushed through Peter's veins, and he shoved Cat behind him.

"Get inside! Hurry!" The webbing holding the hinges shut was almost completely shredded. Black Cat darted into the elevator and knelt low to the floor. Spider-Man trailed directly after her, ducking as a bullet zipped above his head. He dropped into a crouch at her side and aimed his wrist out in front of his body. The line of black webbing shot from his skin and latched on to Wanda's motionless form just as the door in front of them was knocked down. A fresh wave of gunfire began descending on them, and the doors of the elevator were slipping shut. With hasty strength, Peter gripped the bio-cable in both hands and whipped it backwards, bringing Wanda flying towards them. Her lifeless body crashed into his and sprawled to the ground, ungraceful but unharmed. The loud, chaotic mayhem pounded in his ears, a bullet rocketed by and grazed his left arm, and the doors to the elevator finally closed together.

Like the flip of a switch, the three of them were suddenly cocooned in silence. All at once, they were deaf to the outside world. No sirens, no gunshots, no screams, nothing. The only noise audible to them now was the throbbing of their hearts, the raggedness of their breathing, and the dull, mechanical whir of the elevator climbing slowly towards the surface.

---

"How did they get past your security protocol?"

The small man sitting across from him sat cowering like prey before a predator. He licked nervously at his lips. "They stole a pair of Hydra uniforms, sir. They snuck in dressed as our own."

"Are your men not required to present some form of identification upon entry into the underground? How were they able to trespass the entire facility so seamlessly without detection?"

"They took identification cards from the guards posted at the west entrance point. Those cards grant access to nearly every room of the base."

The car pulled to a stop along the bank of a river. A thick concrete block was built into the wall touching the water, disguised as the mouth of a sewage runoff. It was sealed off by a locked gate and smelled atrocious, which steered most curious folk from snooping. Little did anyone know the secrets it contained.

Wilson Fisk clasped his hands together and closed his eyes, fighting to maintain his composure. "Larson. You told me your security was impregnable. I remember you swearing by those exact words. I trusted you to keep this place from being discovered. And now, it's reasonable to assume that the whole country will know of its existence by morning. How will I ever rid the world of the rest of those costumed maladies if my entire business is compromised?"

His gaze fell. He knew what was coming. "I'm...I am sorry, sir. I have failed you."

The Kingpin exhaled fiercely, running a hand along his forehead. Then he unclipped his seatbelt and threw open the car door, causing the man seated across from him to wince. Cool, heavy air met him as his feet stepped down to the asphalt, buffeting his silver tie. The sun had yet to breach the horizon. He scowled over the gaping river, teeth gritted behind his lips.

"What were they after, the invaders? Did they take anything?"

The man swallowed meekly. "Th-they...they took the girl. Wanda Maximoff, the prisoner. Although I haven't received confirmation that all three have escaped the facility yet."

Fury boiled in his stomach upon hearing this, and his hands balled into meaty fists at his sides. But then he relaxed suddenly, expression softening. "She's the only thing they took? How would they even know about her?" He turned on him sharply. "What about our men? Did they kill anybody?"

The frail lackey scanned through the report. "N-no, not from what I've been told. Some were injured by their own weapons in pursuit of the trespassers, but no fatalities."

A stunning realization suddenly dawned on him. His brow furrowed slowly together.

"And...were either of these prowlers able to be identified?"

After a lengthy pause, the man in the car replied in a tentative voice. "The woman was not. It's unclear whether she came from the outside or was a traitor hiding among our own. But the male intruder...well, we're not entirely sure."

"What does that mean?" The Kingpin snapped. "Someone is either identified or not. There's no middle ground."

He scratched his head. "Well, we never saw his face, but he removed his Hydra uniform after our officers witnessed him free Maximoff on the security cameras and hit the alarm. Underneath, he was found to be wearing some kind of...black, superhero-looking outfit. Then he said—well, it's very unlikely he was speaking the truth, the guy's supposed to be dead, and the costume barely resembled his. But after being confronted by the prisoner, the intruder claimed that he was—"

A loud bang suddenly interrupted him. Wilson Fisk turned just as the gate guarding the mouth of his base's secret entrance burst from its hinges and flew into the river with a splash. Then, from behind the thick concrete wall, two peculiar figures emerged. The first was a woman dressed as a Hydra soldier who was holding a girl in her arms. The girl was limp, silent, with wavy, copper-brown hair. He recognized her immediately as the treacherous Scarlet Witch.

Lastly, his eyes jumped to the second individual. He looked like a walking silhouette. His athletic form was clothed in all black, except for a strange white pattern spread across his back. The Kingpin understood in an instant why he and his sable attire seemed so familiar as the figure turned to face him. From across the wide stretch of pavement standing between the lanky teenager and the monstrous man, glossy, white lenses met dark, savage eyes. He saw in an instant the boy's body go rigid with alarm. He knew. They both knew.

"Spider-Man."

The man inside the car peeked around his brawny boss and gasped. "Hey! Th-that's them! All three of them, over there!"

For a long, panicky moment, the enemies were locked in a standstill, neither daring sever the tangible tension between them. Then, with swift, fluid movements, the black-clad figure took Wanda from the woman, slung her over his shoulder, then picked up his partner in crime and held her under his arm. With his free hand, he fired a cable-like thread from his wrist that stuck to a rickety building on the other side of the street. He leapt off the asphalt, swung above their heads, then dropped gently on to the roof, both girls secure.

"We've gotta stop 'em!" the underling cried, drawing a gun from his waistband. But The Kingpin threw his hand in front of the muzzle.

"No, let them go," he insisted calmly. His gaze remained fixed on the dark individual, knowingly sinister. "This is perfect. More perfect than I could ever dream. He's alive, and it has him now. My plans did not go up in flames after all. It's fate. everything has fallen into place."

Spider-Man hesitated along the crown of the building, and shot one last glance over his shoulder. A vicious grin spread across Wilson Fisk's face. There was nothing but triumph in his eyes, which drilled through the lenses of the mask like lasers and caused sweat to drip down his back. Then the hero released another web, sped across the rooftop, and dropped into the streets, out of sight.

"Call off all war production," Fisk commanded. "Arms, missiles, everything. Leave only the heroin and slave trade businesses running. I want an influx of profit into Hydra, with no wasted muscle or resources. We need to preserve our assets until the right time."

"S-sir?"

"Don't you see, Larson?" he exclaimed excitedly. "Our mission is going to be carried out for us. No longer do we need to focus our energy on training armies and amassing weapons in order to eliminate our enemy. Now, the Avengers will be taken down from the inside. A ticking time bomb has been planted among them. All we have to do is wait for it to explode, leaving this city and the worlds beyond as ours for the taking."

The Kingpin could see it—everything that Hydra had fought so long to gain, achieved under his authority. The destruction of their greatest rivals, the shift in power from the righteous to the hungry. It was there, so close he could almost taste it. All of it was only a matter of patience. And considering how potently he desired to watch the arrogant Spider-Man and his little friends suffer, he was more than happy to wait.

"A bright future awaits us, Larson," Fisk assured him smoothly. He pulled a cigar from a box in his pocket and placed it between his teeth, eyes still trained on the skyline. "For you, for me, and all of those beneath us. Mark today as the last day this world's power rests in the hands of fools."

With a sharp flit of his wrist, The Kingpin struck a match that flickered to life with a bluish-orange glow. He lifted the flame to the end of his cigar, then shook it till it died in a lick of smoke. The man in the car sat in flustered silence, watching the enormous creature puff out clouds of smog like a greedy dragon. Wilson Fisk exhaled slowly.

"Oh, and disband the Sinister Six. They're no longer of use to me. Tell them they can use what I've provided them to continue plaguing the city with chaos and destruction to distract the Avengers from their true adversary, but that I will finance their endeavors no longer. They are cut off."

Then he began to walk, back turned, towards his dark cavern. The cold river seemed still with fear and anticipation.

---

I feel like this chapter sorta mimicked Star Wars with the whole "breaking into secret base dressed like evil people in order to save pretty lady" shtick. Clearly I'm out of originality :P Oh well. I'm more excited to write the next one, so I hope ya'll are too. I mean, you know, to read it. If you got any comments or critiques, I'd love to hear them. Even bad ones! Seriously, you don't know how much I love getting feedback from you guys, it makes me want to make this story the best I can! But either way, ya'll rock. Laters! Nyeh-heh-heh-heh :D