Steve takes in two things immediately: 1) the level of carnage surrounding them, and 2) Phil lying face down on the floor in the middle of it. It takes a herculean effort not to rush forward to the agent's aid; as much as he would like to, he has others with him and the chance that it's a trap could put them in jeopardy.

"Agent Coul—!"

Steve throws an arm out, keeping any of them from moving forward and cutting off Peter's concerned cry.

"Think it's a trap?" Sam asks.

"Best not to leave it to chance," Clint answers.

"Hawkeye, take the kids and inspect the building. The Goblin could still be here and we need to check for survivors. I'll see to Agent Coulson," Steve says. He looks to each of them in turn. "Stay on your toes."

None of them disagree with him, but he can see the way each of them hovers uncertainly for a moment before dispersing. Peter hangs behind.

"Stay on your toes, too, Cap. If the symbiote's still around him—"

"I'll be sure to be careful," Steve assures him.

"Inject him with the antidote I gave you back on the Tri-Carrier and he should be fine in a few minutes," Peter says.

Peter's body language tells Steve that he wants to say more, but after a brief moment he nods his head and departs, looking for clues with the others. Clint's eyes linger on Phil and Steve makes a point of catching the archer's attention. Their eyes meet and the other man seems to relax, marginally, his grip on his bow not quite so white knuckled as it had been just a moment prior as Steve quickly makes his way to Phil's side.

As he nears, he doesn't see any trace of the symbiote… though from what Peter's said, that may not mean anything at all. He crouches beside the agent, his eyes are drawn first to the wounds in his side. They're still open, still fresh, looking raw and painful… but no longer bleeding, despite the evidence suggesting that they had been doing so not so long ago, and quite heavily at that. Steve tugs one of his gloves off and reaches down to check for a pulse. He presses his fingers to the agent's neck and while he's glad to get a pulse at all, he notes that it's irregular. But a pulse isn't the only thing he feels.

He slips his glove back on and sets his shield aside before gently rolling the agent from his stomach onto his back. The lights overhead reflect off the metallic band circling Phil's neck and, for a moment, Steve sees red. The skin around certain areas of the band looks flushed and agitated and it doesn't take him long to figure out just what the thing is and what it does.

That the Goblin would have the audacity to collar Phil like a dog gets Steve's blood pumping, but he doesn't have time to indulge in anger just then. They need to get Phil out of there, find the Goblin and bring him in. He places a hand on the side of the agent's face and pats lightly.

"Phil. Come on now, it's me. We've got you, but I need you to open your eyes for me," Steve says gently. He pats again, a little firmer this time, and gets a little more by way of response. The agent groans softly, his eyes fluttering, but not opening. He pats again. "Open those eyes for me, Phil, I know you can. Do it for me, huh?"

A few failed attempts later, Phil manages to look up at him with bleary eyes. It seems to take him several moments to place who Steve is. The soldier has never seen Phil look quite so disoriented; not even after Loki.

"Captain?" comes the quiet murmur.

Steve feels a small smile form on his face of its own accord. There are a great many rules between them, one of which is that, at work, they are Captain Rogers and Agent Coulson and are to address each other as such. No first names. It would figure that even here, now, in this situation, the agent manages to adhere to that rule. That's Phil for you; ever the consummate professional.

"Right here," Steve says.

Phil squints up at him before his head lolls to the side as he, apparently, tries to find something. "There were… other agents… I think I…"

Steve places a hand on the other man's face, deliberately turning it so that Phil is focused on him. Regardless of whether the brutal scene surrounding theme was the work of the Goblin or unwittingly caused by Phil himself, he doesn't need to see that now.

"We can talk about that later," Steve tells him. "I've got Spider-Man's Venom Antidote with me here and I need to administer that to make sure that thing's out of your system. Think you can stay with me long enough?"

"It's not… It won't work," Phil mumbles.

"Of course it'll work. It worked on everyone else and it'll work on you," Steve assures him, drawing the syringe from one of the pouches on his belt.

Phil clearly doesn't believe him which is worrisome, to say the least. As he administers the antidote, Steve has to wonder what the Goblin could have done in the span of a few short hours that could have rattled Phil like this. He finds that, at that moment, he's not ready to consider the possibilities.

"Now we're getting you out of here. I'm going to carry you, alright? You okay with that?"

It's something of a joke between them. For as long as they've been together—and even before that—Phil has outright refused to let Steve carry him when he's wearing the uniform. In plain clothes, apparently it's all well and good, but Phil had told him with the straightest face imaginable that he would sooner go for Round Two with Loki than be seen being carried by Captain America.

The situation quickly becomes anything but a laughing matter. Before Steve can even touch him, the agent jerks suddenly, a pained noise escaping him before he can smother it as he curls in on himself, hugging his left side. He begins to shake violently, his breath coming in quick, shallow gasps.

"Get back…!"

Steve's eyes widen in alarm. "But the antidote—"

"He fixed it… it's not going to…"

The agent's words are choked off when he bites on his lower lip to stifle his cries of pain. Steve tries again to pick him up, but the agent pushes weakly at his chest, his eyes wide and frantic.

"Get back, I can't… I can't hold it back much longer…"

"Just hold on! Keep it together just for another minute!" Steve says, scooping the other man up.

Phil struggles in his grasp, doing everything in his power to get away from Steve.

"…can't… stop it… Steve, please…"

Or maybe to get Steve away from him.

"Cap, get out of there!"

Peter stops to check for signs of life from one of the downed agents. Based on the way the man's torso is ripped to shreds, he's guessing he's wasting his time… but it feels disrespectful to just walk past. Too often he finds himself thinking of the agents of S.H.I.E.L.D. as something like worker bees; not in that they are unimportant, but that they're always there, always working, and rarely do you ever stop to consider them as individuals.

He tries to avoid looking at the gore before him—flesh sliced open, organs and intestine spilling out, muscle and tendons ripped to shreds and blood pooled and smeared beneath like some child's grotesque finger painting—he tries to ignore it and consider the person this body used to be. Did he have a family? A wife? A boyfriend? Children? Maybe some dogs? A goldfish, even?

But even that feels too overwhelming. Trying to consider who he may have left behind leaves his stomach feeling unsettled, so he rises and continues on.

He can't help but let his eyes stray towards Cap and Coulson. He frowns as he watches the super soldier try to rouse the unconscious agent. That's not the way someone touches their co-worker. That's not even the way someone touches their friend. In fact, that's the way Luke touches him when he thinks no one's looking.

But they're not…

Well, it's not impossible, Peter supposes, but it's just too… weird. The last time—the only time—he'd seen Steve and Coulson interact, Coulson had seemed surprised that Steve even knew his name. Okay, so maybe they'd gotten together since then. Something about that seems highly unlikely. Steve's actions suggest a familiarity cultivated over more than just a few months. Clint had mentioned that Coulson was his handler and had been so for quite some time, which means it's possible the two actually did know each other at the time.

But if they knew each other, why bother pretending that they didn't? He's got a feeling all of this has to do with whatever they're not being told. And just as soon as they get back to the Tri-Carrier, he's going to work the truth out of them, one way or another.

It's as he's about to proceed to the next room that it hits him. Usually his Spidey Sense is that tingle at the base of his skull, the one that says, hey, you might want to check out that thing over there. Right now, it's anything but tingly. It slams into him, leaving him dizzy, clutching his head as he tries to shake it out.

Peter looks up suddenly, to where the feeling of danger's coming from, and sees Steve struggling with Coulson.

"Cap, get out of there!" he hollers, his feet already carrying him forward.

The soldier's head whips in his direction, which turns out to be the worst thing he could have done. It's in that brief moment that Coulson's defenses crumble and Peter watches the symbiote engulf him. Steve drops the creature just as the transformation completes. The symbiote shrieks as it lashes out at the soldier, too quick for Steve to retrieve his shield. Peter hears a grunt as the symbiote rakes its claws through the star on the captain's chest.

He shoots a wad of web at the symbiote's head, which distracts it long enough for Steve to duck out of the way and retrieve his shield. But now Peter is faced with the unpleasant fact that the symbiote has turned its sights on him instead.

"I thought you gave him the antidote!" Peter hollers as he rapidly retreats.

"It didn't work!" Steve calls back.

"What? What do you mean it didn't wo—oh shit!"

The symbiote leaps, pinning him to the ground. For a moment, Peter's stunned. Coulson hadn't been this fast when they'd tangled on the Tri-Carrier… had he? He struggles, trying to keep the symbiote's vicious claws and teeth at bay, and gets a break when a flash of light blows the creature off of him. Nova hovers over him, offering him a hand up.

"Come on, Web Head, keep it moving!" he urges. "You really gonna let yourself get taken out by Coulson?"

"Don't underestimate him," Clint warns, dashing by them to assist Steve, who is fending off the symbiote's attacks.

Peter finds himself quickly rallied by his team, but even with the combined effort of all seven of them… he knows this isn't going to be easy. Even watching Steve—Steve Rogers, the Captain America—struggle with the symbiote makes him ill at ease. Just taking the symbiote out in general seems as though it might be a challenge; but taking it without hurting Coulson just might be next to impossible.

"Alright, just remember that it's still Coulson under there," Peter reminds them. "He's already injured and he's going to feel anything we throw at him, so watch yourselves."

"The question is: How do we hold back without holding back?" Danny asks.

"Save the philosophical crap for later, we have to go help. Now," Sam says before zipping over to Steve and Clint's aid.

Peter would have been more than happy to help. He would have loved to help. But at that exact moment, several targeted missiles take out the wall beside them, knocking them off their feet in the ensuing explosion and showering them with debris. Because of course the Goblin would show up just then. Of course. It's not like they could have found him earlier before Coulson had wigged out, oh no, that would have been too much to ask.

"Having fun with my new pet, I see!" the Goblin crows, firing a series of laser from his gauntlets.

The teens recover quickly, dodging each strike as best they can.

"What did you do to him?" Ava growls, leaping and swiping at her foe.

The Goblin narrowly avoids her, returning fire which connects and sends her flying headlong into Luke. Thankfully, Luke manages to catch her, avoiding injury to either of them.

"I made some slight alterations to a sample of the Venom symbiote," the Goblin declares. "Enough so that your little antidote would have no effect, Spider-Man. I have to say, I'm rather proud of how well he's turned out. I was thinking of calling him Panic, considering that seems to be what he's inspired in your friends."

"He's not your pet," Luke spits, hurling a sizeable chunk of the wall at the Goblin.

"I beg to differ!" the Goblin answers, maneuvering his glider out of the way.

As they double-team him, gang up on him in twos and threes, it becomes strikingly apparent that the Goblin had been captured in their last encounter because he'd wanted to be captured. Now, though, even as Nova abandons his effort to aid Clint and Steve and rejoins their assault on the Goblin, the mismatch is clear.

Peter and Nova attempt to distract him, firing whatever they've got. Once it seems he's sufficiently preoccupied, Danny moves to engage him, guaranteeing that the Goblin's sights will not be on Luke or Ava. It's a good thing, too, because Ava's gearing up to be a human missile. Luke hefts her up, waiting for the opportune moment before throwing her, just as she pushes off from him. Before he knows it, the Goblin has a face full of tiger claws and fury to match. Tossing Ava takes time, time that the boys use to get ready for a take-down.

But just as the Goblin manages to fling Ava away, they're all distracted by the sound of a wall being blown in. There's an ear-deafening yell to accompany and Peter's just about had it with people crashing this party—until he sees that this particular party crasher is big, green and angry. He almost lets out a whoop of triumph; some extra muscle, just when they needed it!

Any thoughts of celebration quickly die out when, instead of engaging the Goblin, the Hulk snatches up the symbiote instead… and squeezes.

Steve blocks each of the symbiote's—apparently known as 'Panic' to the Goblin—strikes with his shield, forced backward each time. He hasn't yet found a way to move offensively that wouldn't hurt Phil, and he's not willing to move until he does. Luckily, Clint's able to cover that for him. The archer fires an arrow which attaches itself to Panic and delivers a mild shock—not enough to permanently harm Phil, but enough to hurt. Even that much has Steve's stomach churning with guilt as the creature shrieks, clawing at an arrow it can't reach until it shifts its own mass, a tendril snaking out from its midsection to curl around its back and rip the arrow out. It turns its attention to Clint, who can't move fast enough to escape the symbiote's reach as its arm extends, catching the man and wrapping his torso up in black goo.

Panic lifts and slams Clint into any nearby surface; walls, floors, computers, lockers, anything's game. It's enough to snap Steve out of his daze as he slams his shield into Panic's side. The symbiote growls, dropping Clint and refocusing its attention on Steve as it emits a series of angry sounding clicks. Steve looks quickly back and forth between Panic and Clint; the archer is recovering, shaking his head as he lifts himself off the floor. It had not been a fun ride for him and Steve is determined not to let it be repeated.

Just as he's prepared to engage the symbiote once again, the wall beside him explodes. His reflexes kick in as he ducks and rolls out of the way, coming to rest by Clint and cover them both with his shield.

"You okay?" he hollers.

"Fine!" Clint hollers back. "Just—Christ —remind me to get Phil back for this the next time we spar."

When the dust clears, Steve isn't sure how to put into words the relief he feels at seeing the Hulk squeezing through the hole. The kids need help with the Goblin and the Hulk can provide just the right amount of added pressure to allow Steve and Clint to focus on Panic entirely. At least, that's his thought process until the Hulk snatches Panic up in his grasp.

Unsurprisingly, the symbiote doesn't take this very well. It squirms in the Hulk's hold, growling and snapping until, understanding the Hulk won't let go unless it makes him, it sinks its razor sharp teeth into the Hulk's hand. The towering green behemoth roars at the action and does just what Steve was praying he wouldn't—he squeezes.

Steve feels the blood drain from his face as he hears a shrill screech of agony accompanied by the unmistakable wet crunch of bones breaking. The Hulk is crushing it. No, he's crushing Phil.

"Hulk stop!" he screams.

The Hulk turns his angry gaze on Steve, who is holding his hands up placating.

"Stop," Steve repeats desperately. "That's Agent Coulson! You have to drop him!"

The Hulk snorts, eyeing the struggling creature in his grasp warily.

"Listen to him, Big Guy," Clint adds. "I know you like Phil and you're hurting him by doing that. Doesn't look like him now, but believe me, it's him under there. So let him go, yeah?"

The Hulk seems to respond more positively to Clint's suggestion. Although instead of just dropping the symbiote, the Hulk hurls Panic towards where the Goblin and the team of teens are engaged. This seems to work in the Goblin's favor, unfortunately. He swings his glider around, scooping up Panic on his way before tossing what looks like a bomb at the kids.

The device explodes midair, filling the room with smoke. Steve can't hear whatever it is the Goblin is saying; he's too busy trying not to breathe in the noxious fumes dispensed by the bomb. He dashes forward towards the sound of the glider, but can't find him through the smoke. He can hear Clint right behind him, choking as he makes his way to the kids.

"Where the… fuck is he?" Clint coughs.

"I don't know, we…" Steve answers, looking desperately through the fog. "We're gonna have to… focus on getting everyone out…"

It kills him. He knows the Goblin is using this time to escape, but they have no choice. He has to make sure everyone makes it out safely. The kids do a good job of clearing the building and it's not long before they're all outside, coughing in the night air, trying to expel any traces of the irritant from their lungs. Based on how the Hulk's looking, Bruce should be making an appearance soon, he notes. There's no sign of the Goblin or Panic. Resisting the urge to punch something in frustration, he uses the communicator on his wrist to contact Fury.

"We lost them," are the first words out of his mouth.

"Lost them? How the fuck did you lose them?" Fury wants to know.

"Bad timing," Steve says. "We're going to regroup on the Tri-Carrier. Try to get a location on the Goblin… we need to come up with a better strategy."

"Fine. Is that the Hulk with you?"

"Yeah. He was kind of part of the bad timing I mentioned," Steve answers. "I don't think he's going to last much longer, though, so have a spare change of clothes ready."

"Alright, we can manage that. And hopefully Dr. Banner can help us out a little on this one."

Steve considers that. The antidote hadn't worked on Phil… but maybe Bruce could help Peter create one that would. He disconnects from his communication with Fury, feeling uneasy. He doesn't know how severe Phil's injuries are or if they're wasting time by regrouping. But it needs to be done. They can't go in blind again or they'll just end up with a repeat performance.

As he watches the Hulk begin to transform back into Bruce Banner, he's sure that, whatever they do, they'd better make it quick. There's no telling what else the Goblin has in store and he's not willing to wait and find out.