As far as holding cells go, this one is definitely on the more luxurious side.

Phil doesn't know how long he's been out this time, but when he wakes he feels sore, slow and groggy. His eyes land on the IV stuck in his forearm and he clumsily tears it out, noting absently that the bleeding stops almost immediately. He props himself up on his elbows and pulls himself into a sitting position despite the way his body protests and the room spins before his eyes. After giving himself a moment to adjust, he begins to take stock, starting with himself.

His tactical uniform has been pulled back on and zipped up. Through the slash marks across his side he can see the white of fresh bandages beneath. The pain he's experiencing now is residual, nothing like what it had been strapped to that metal operating table. Although he's certain he won't like what he sees, he unzips his suit and tugs the collar aside. It's difficult to get a good look, but at the very least he can see that his collarbone is no longer jutting out of his skin.

Seeing a mirror at the opposite end of the room, he decides to get a better look and pushes himself to his feet. Annoyance bubbles up in his chest as his body continues to refuse to cooperate with him, moving sluggishly. He leans heavily on the sink and takes in his appearance.

He can almost hear Clint saying 'You look like hell, boss.'

Well, he's certainly not winning any beauty pageants, that's for shit sure. He's alarmingly pale, his skin shining with a thin layer of perspiration, and there are deep, dark circles under his eyes. Based on what the Goblin had told him, the symbiote is supposed to be healing him, but it really looks as though it's killing him instead. Perhaps that's what resistance gets him.

Reaching up, he pulls the collar of his tactical suit aside once more and frowns at what he sees. There's a small mark where the injury had been previously and he runs his fingers over the raised scar tissue curiously. Well, that might account for why he looks as bad as he does; if the symbiote was devoting his energy to healing his injuries, it's not entirely surprising that he looks something like an animated corpse.

When he unzips the suit further and tugs aside the bandages wrapped around his torso, he finds the lacerations to his side have not been given the same treatment. Apparently the symbiote has decided to keep them as a point of exit and entry. Wonderful.

He zips his suit back up and leans back against the sink as he takes in his prison. It's a small, windowless room, the walls and floor painted white. A quick inspection of the thick, metal door tells him that he won't be sneaking his way out any time soon. No locks, knobs, hinges or latches makes that task particularly difficult.

The room is brightly lit—too brightly, if you ask him—and spartanly decorated. There is a simple bed in the corner, which he'd woken up on, and at the opposite end there is a sink and mirror. A small, metal nightstand sits beside the bed. There is a camera mounted in the ceiling, as well as what appears to be a PA system high on the wall beside it.

There is a bowl on top of the nightstand and a bucket beneath. Although he has a feeling he already knows the answer, he wanders over to see what they're there for. Again he feels that brief flare of contempt as he sees the bowl filled with kibble, but quickly smothers it. He has to treat this as though it isn't any different from any other time he's found himself in enemy hands, which means there is no room what-so-ever for pride. He's had his pride targeted before—they always seem to and that's always perplexed him, because he happens to think that's the least vulnerable part of him—and although this situation is very far removed from his past experiences, he's not giving the Goblin an inch on that front. It's just as he sits himself back on his bed that hears the Goblin's voice over the PA system.

"Now that you're awake, Agent, you'll see that I've transferred you to your own room. On the nightstand you'll find your dinner and below that you'll find a receptacle to relieve yourself in."

"Probably one of the more upscale containment cells I've been placed in," Phil answers offhandedly. "I find people that run in your circle usually prefer the dirt floor option."

"I may be a monster, but I'm not a savage."

"Of course not, Mr. Osborn."

Phil twitches when he gets a zap for that. But it tells him what he needs to know—there's not much of Norman Osborn in there right now. Parker had been adamant about reclaiming the man from the monster and right now, Phil needs to know if that's even possible. If he can't save himself, he can at least work at trying to save the boy from dedicating himself to a hopeless cause.

"You are not to call me that, do you understand?"

"Of course, Mr. Osborn."

The shock is stronger this time. He swears he feels his teeth tingling and makes a mental note that he may have been spending too much time with Clint lately.

"I had planned to allow you further time to rest following this conversation, but seeing as you decided to be a bad dog and removed your IV line, I've had a change of heart. In approximately five minutes the sedatives in your system will wear off and the symbiote will awaken. Enjoy your alone time, Agent."

Phil hears the PA click off and sits on the edge of the bed with his hands folded in his lap. There isn't much he can do besides wait for the inevitable. There's no way to prepare for it that he's found. He just has to deal with it when it comes. But how do you keep something like that out? At first he'd thought he'd only have to worry about his body. If he focused enough, he could drive it back or at the very least keep it occupied. Now, though, he's fighting it on two fronts. How do you keep something that's working its way into your mind from reading your thoughts? How do you not think something? Is it reading his thoughts right now?

'Get it together, Coulson,' he mentally reprimands himself as he rolls his shoulders.

He inhales deeply and sighs through his nose, trying to relax. He scoots back on the bed until his back is pressed against the wall before he crosses his legs and rests his hands in his lap once more. Closing his eyes, he begins taking a series of slow, deep breaths, trying to put himself in a meditative state.

It works for nearly ten minutes—past the time frame the Goblin had given him—until his stomach starts cramping. He tries to brush it off, contributes it to not having eaten in what could be hours but is more likely over a day. The minutes drag on and cramps slowly transform into sharp stabs of pain which make it difficult to keep his breathing even. Despite his best efforts it progresses, radiating out from his center, lighting up his nerves like a lit match along a trail of gunpowder. He grits his teeth and tries harder, forcing himself to disengage.

But the harder he fights, the symbiote fights to match. A sudden flare of pain his him doubled over and clutching his stomach as he loses his mental foothold. He feels something… pushing. Like when Agent Wallace in Communications had been nearing the end of her pregnancy and had asked him to feel the baby kicking, he feels something push against the flesh beneath his hands. The agony of it is unbelievable, made even more so as he feels himself giving way to panic—and subsequently to Panic.

It pushes again and he dares to look down. The force creates a bulge the size of a golf ball before the symbiote retreats and the skin over his belly is flat once again. He lets his head fall back against the wall and wraps his arms around himself as he blinks back the tears in the corners of his eyes. Is it… God, is it actually trying to push out of him? The human body isn't meant to withstand this. He knows his can't.

Or it couldn't before. But if the symbiote can heal as quickly as it had demonstrated… it doesn't stand to lose anything by torturing him through the worst ways it can conceive. He curls in on himself atop the bed as it becomes more insistent, forcing a noise out of him that's something between a furious growl and a tortured whimper. It makes a movement inside him, one sudden, ruthless push, and before he can even think to reach for the bucket beneath the bed, nausea rolls over him like a tidal wave and he's vomiting over the side of the bed.

Phil coughs as his body tries to expel the contents of his stomach and draw breath at the same time, leaving him choking on his own sick. His head is spinning by the time he's left dry heaving, having nothing left to vomit up—or so he thinks. He gets in one good gulp of air before his dry heaving produces something wet and coppery. Blood is forced up his throat and coughed out, in such alarming amounts that his dizzy mind can only wonder whether that thing his tearing him apart from the inside.

He doesn't want to scream. He doesn't want to scream for that thing, but he doesn't have much choice. There's a great and terrible tearing, a sudden moment of white noise, white hot pain, as the symbiote pushes its way out of him. It tears through the wounds in his sides just as it pushes a hole through his stomach and there's blood. There's more blood, so much blood, from his stomach, being vomited up and good God how is he still conscious for this?

And he knows just as soon as he asks himself. Something whispers it in the back of his skull: Because I want you to be.

He's weak and pliant, pain robbing him of any will to fight or the strength with which he might do it. It's sickening, but he can't help but feel gratitude as he's slowly allowed to drift towards unconsciousness. There's no resistance on his part as he lies face down on the bed and feels slick, symbiotic goo pin his hands behind his back. He's losing sight, shutting down, as the tendril which had forced its way out of him curls beneath his chin and tips his head back, lifting it for the camera.

"You're bonding quite nicely, I see," says the Goblin over the PA system. "In another day or so I would imagine the process will be complete. The symbiote will have fully integrated itself with your body on a cellular level and no antidote of Spider-Man's will fix that. You will not be saved, Agent. Not by Spider-Man and his friends, not by S.H.I.E.L.D., not by the Avengers, not even by your precious Captain America."

His eyes slide shut and he hears a chuckle.

"Did you think I wouldn't notice? Very close, you two are. But it doesn't matter, not one single bit. He isn't going to save you. No one will."

When the symbiote finally takes over and blackness claims him, Phil surprises himself as his last thought is to wonder if, maybe, that just might be true.

For a moment, no one says anything. None of them seem capable. Peter opens his mouth to speak and, unable to find his voice, closes it. He does this several times and he realizes he must be doing a really great impersonation of a fish, but given the bombshell they've just had dropped on them, he figures he gets a pass.

"How?" Peter chokes out at last.

"Your aunt had a house full of superheroes," Clint points out. "Give her some credit."

"Yeah, but…"

"She's known for a long time, Peter," Steve tells him. "She's… well, she's quite the woman. Reminds me of an old friend."

"Why wouldn't she have said anything?" Luke wants to know.

Peter meets the other boy's eyes across the table and it's clear they're thinking the same thing: If Aunt May knows about all of them, just what else does she know?

"To protect you," Steve tells them.

"If someone were to somehow find out that she knew not only Spider-Man's secret identity, but the identities of Power Man, White Tiger, Iron Fist and Nova? That'd be putting you all in danger," Clint reasons. "And letting you know that she knew? Neither of you are going to gain anything by you worrying about her worrying about you. It was in everyone's best interest if she just played dumb."

"It's not like anyone would know that she knew, though," Sam points out.

"You work with S.H.I.E.L.D., do you really want to stand by that statement?" Bruce asks sleepily.

"Well… maybe not," Luke says.

"Okay, so Agent Coulson's got a layer of even more secret badass beneath his layer of secret badass which is beneath his layer of boring high school principle," Peter says, mulling the idea over, "and Aunt May not only knows that we're a bunch of superheroes, but has been actively participating in S.H.I.E.L.D. activities behind our backs and making us look like a bunch of idiots."

"In essence, yes," Steve answers.

"I feel like I don't know he people I know anymore," Sam moans, laying his head on the table. "Are there any other secrets that anyone feels like getting off their chests?"

"Luke and Peter are dating," Ava announces.

"Ava, come on!" Peter nearly shrieks.

"Since when!?" Sam cries.

"We've been trying to keep a low profile," Luke grumbles.

"I would not call that 'trying' exactly," Danny adds.

"Ugh, can this get any worse?" Peter mumbles as his teammates continue to argue, his face turning beet red. He catches Steve shooting him a sympathetic smile, but averts his eyes as he rises from his seat. "I need a walk. Let me know if they find anything."

"I'm… gonna catch a breather, too," Luke says, rising and following after Peter as the smaller teen all but flees the room.

Steve looks around the table. "That might be the best thing for everyone. Rest, prepare, do whatever you need to do. Just be ready for the call."

Clint rises and claps Bruce on the shoulder. "Come on, buddy, you look like you could use some shut eye."

Bruce doesn't argue and Steve watches as the archer herds the scientist out of the room and likely towards the nearest available bunk. Danny is quick to lead Sam away, citing that some tea might help him clear his head. Curiously, Ava hangs behind, but Steve can't say he minds the company.

"Come on, Pete, hold up, would you?" Luke calls, jogging until he's caught up with the other boy.

"I feel like my head's gonna pop," Peter complains.

They make their way to the nearest empty room and quickly lock themselves inside. They sit side by side on the bench by the wall and Peter presses his face to Luke's arm with a slow, drawn out sigh. The past twenty-four hours have been… a lot. It's close to night now, which means they'd captured the Goblin at least a day prior, which means he's had Coulson for something close to twelve hours. And ticking. Throw on top of that the fact that Cap is dating the guy, Aunt May knows their secret, and now the team knows they're dating? He feels more exhausted than he should.

"Why did Ava have to open her stupid mouth?" Peter groans.

"Hey, don't be like that, man," Luke says gently. "We were planning on telling them soon anyway, right? And to be honest, I think the only one surprised was Sam… but he is Sam."

Peter snorts. "Yeah. Between Cap coming out with it and Ava making the announcement for us, I thought he'd have a heart attack."

"Since when is Captain America gay, anyway?" Luke wonders aloud.

Peter looks up at him. "I steadfastly dug chicks until you came along."

"Mm. Good point," Luke notes.

"Hey, do you think… do you think Aunt May knows? About us?" Peter asks quietly.

"Based off of what they told us in there, she could say she knew before we did and I wouldn't be surprised, at this point," Luke answers.

Peter nods against the other boy's shoulder. "I don't know what to do."

"About what?"

"About any of it."

"Pete, look at me," Luke says, shifting until he's facing the smaller teen. "I know you and I know you're finding a way to make all of this your fault. We're going to get Coulson back and then we're going to go back to your place and you and I can sit down and have a talk with Aunt May and the team. Everything will work out."

"But I've been lying to Aunt May all this time and she knew and the Venom symbiote wouldn't even exist if it weren't for me which means Coulson wouldn't even be in this situation and I need to get Mr. Osborn back for Harry because I promised him, Luke," Peter says in one breath. He runs a hand through his hair, chest heaving. "I'm responsible."

"And that's why you have a team," Luke insists, catching Peter's hands and holding them between his own. "None of this is your fault, even if you feel responsible. We're all going to handle this together. Come on, I thought the days of you trying to handle everything on your own were history?"

Peter almost smiles at that. "Yeah, I guess… Sorry, it's just… a lot."

"You're telling me," Luke whistles. "Maybe Dr. Banner isn't the only one who could use a nap. When's the last time you slept, anyway?"

The rest of the team had gone home after the capture of the Goblin, but Peter had remained on the Tri-Carrier, telling Aunt May he would be staying over Luke's house as a cover. All that meant, though, was that he hadn't slept in over a day. So, alright, maybe he's a little overtired.

"Before the Goblin," Peter admits.

"Dumb webhead," Luke snorts. He looks further into the room, noting a bunk at the far end. "Come on. You're gonna crash for a bit until we get called on."

"I'm not gonna even try to argue with that," Peter answers, letting himself be tugged up and towards the bed.

"Don't suppose you'd mind a little company?" Luke asks as he lies on the bed first and pats the empty space in front of him. "I'll let you be the big spoon, if you like."

Peter snorts at that and rolls his eyes as he tucks himself unto the bunk, back against his partner. "Too tired. You be the big spoon."

"Can do," Luke murmurs, wrapping his arms around the smaller teen's waist and hugging him close.

He closes his eyes and hopes they find where the Goblin's keeping Coulson soon… but prays Peter gets enough sleep to help him get his head on straight. It's easy for Luke to see why Peter feels responsible, he just wishes he wouldn't. It's not as though he could have prevented any of what's happening and as for Aunt May… he has a feeling that may be what's hitting Peter the hardest. They all love Aunt May—really, who doesn't?—and for Peter, this must feel like he's abused her trust.

But Luke's sure, absolutely sure, that there's nothing to worry about on that front. Aunt May will always worry about Peter's safety, but if she knows about who he is, then that means she's let him go out there, again and again. And if that isn't trust… what is?