Phil can count every person he's killed from the first up to the last with relative ease. Perhaps there are some men who can forget those sorts of things, but he isn't one of them, nor does he wish to be. Once you start forgetting, once you can't remember if it was your fifth kill or your twenty-fifth, you've crossed a line that there's little home of stepping back from.

He remembers all of them; there aren't always names and sometimes there aren't even faces, but he remembers them. He remembers the first time he'd taken a life as a soldier. He remembers the first time he'd taken a life as an agent of S.H.I.E.L.D. They're two distinctly different things. The army had prepared him to kill and he'd done his duty, but always from a distance. Always with weapons that didn't require him to see his enemy as anything more than a target.

He'd been young when S.H.I.E.L.D. had recruited him. Very young, not even half-way through his twenties. But when someone like Peggy Carter singles you out for recruitment, you don't really say 'no,' do you?

It had been a rather routine mission. Information gathering. Peggy had been posted nearby, guiding him over the comms when needed. That guard shouldn't have been there. There shouldn't have been anyone there. So when the guard started questioning him in Russian first, before switching to broken English, Phil knew he couldn't panic. Panic gets people killed. But when his smooth talk hadn't worked and the guard had lunged at him, he'd let instinct take over and reached for the Bowie knife strapped to his thigh. The motions had been the same as they'd been in his combat training, but it was different. It was different than shooting someone. It was different when he'd shoved that blade up between the top of the guard's chest plate and the bottom of the mask, driving it home until he'd seen the man's eyes bulge behind his visor as his hands had gripped Phil's wrist tightly, making every effort to keep the blade from going in further.

Phil had heard a wet gurgling, and the sound of his own too-loud breathing and Peggy's voice on the comms telling him to move, move now, move fast. He'd pulled the knife and the body had dropped, limp and twitching. There'd been blood everywhere: on him, on the floor, on the knife, everything. In that moment, he'd been overcome by a sick fascination and before he knew what he was doing, he'd knelt in the blood pooling on the ground beside the guard's head and started prying the helmet off.

It had taken longer than it should've; his hands had been slick and he'd kept losing his grip, but it came off in the end. The face that had stared up at him was young. The guard couldn't have been much older than he'd been at the time. They could've been the same age, even.

Frozen to the spot, he'd sat and watched the young man choke to death on his own blood. And even though he'd been the cause of it, there had risen in him a need to comfort, to console. The fear in the young man's eyes had moved Phil to fumble for his hand, to squeeze in reassurance or apology or… something. There had been a weak squeeze back before Phil had watched his eyes grow glassy and fog over.

Somehow or other he'd made it to the extraction point. Peggy hadn't been happy; she'd made that very clear as she'd berated him while they'd awaited their fellow agents, but there'd been blood on his hands. He couldn't get it off. He'd tried wiping it on the front of his jacket, but there'd been blood there, too. It's hadn't come off. It wouldn't go away. He'd kept wiping, wiping, wiping until Peggy had grabbed his wrists in her hands, stilling him. He'd shaken in her grip, from the cold or from something else.

It was him or you.

Phil had known that, of course. He'd nodded. He'd tried to follow her instructions to breathe. It was necessity. Phil had chosen his side, just as that guard had chosen his. He'd killed before and he'd kill again, because it's required of him. Because to keep people safe, to keep order, he has to be willing to do so.

Phil has never thought of himself as a murderer, but that first time… it gives him pause, even twenty years later. This is what's fresh in his mind as he comes to. Maybe it's just tactile memory that brings it to the surface, because he can feel the familiar sticky, wet sensation of blood on his body. The air is heavy with the thick, copper smell of it, cloying enough to make him gag. Immediately, he knows it's not his. He's in an immeasurable amount of pain, but somehow, he knows the blood doesn't belong to him.

"I must say, you manage impress me more every time," the Goblin says from somewhere above him.

Phil groans and tries to rise, but his body doesn't feel like cooperating. He's spent, limbs shaking with the effort of raising himself so much as an inch off the ground. He collapses back down, sprawled as the symbiote had left him before it had retreated. Though his vision moves between varying stages of clarity, he can see enough to know they're in a secure S.H.I.E.L.D. containment facility. As far as he can see there is nothing but death: blood, flesh and bone; bodies strewn about like rag dolls; dead, lifeless eyes staring at him in accusation.

He'd done this. It's not even a question of murder, this is slaughter and he's responsible. If he'd just been stronger, if he'd had more control—

"You were most helpful in supplying the security codes needed to gain access to this facility," the Goblin hums. "Aside from getting precisely what I was looking for, this has provided me with an excellent opportunity to assess how far along your integration has progressed."

Phil shivers at the words, still trying to raise himself to a position that isn't so vulnerable or humiliating as lying on his belly with that creature hanging over his exposed back.

"Perhaps you've noticed that your periods of consciousness are growing fewer and farther between," the Goblin says. "The process is very nearly complete. I should think another day at most and any trace of you will have been eliminated."

'Not if I have anything to say about it,' Phil thinks to himself.

He makes it to his hands and knees before a powerful kick knocks the wind from his lungs and flips him on his back. There isn't even a chance for him to catch his breath before his captor places a foot on his chest. The creature gradually increases the pressure until Phil not only can't breathe, but so he's sure his ribcage is about to be crushed at any second. Spots begin to consume his vision as he squirms ineffectually beneath the creature that had once been Norman Osborn.

"Stay," the Goblin says mockingly, knowing full well that Phil lacks the ability to move. "Good boy."

At last the Goblin steps off of him, granting him some relief as he desperately sucks in a great lungful of air. He curls in on himself, choking and gasping, his entire focus on returning his breathing to normal. He's still gasping as he's scooped up and tossed like a sack of potatoes onto the Goblin's glider. His body is limp and unresponsive despite his efforts to will himself to move, move now, move fast. It's not going to happen and he can't help but hate himself for it.

"Now it's time for us both to move on to bigger and better things," the Goblin says. "Although I don't typically care to let my pets out of sight, this particular outing requires us to attack from separate points."

Phil takes care not to react when a clawed hand lifts his head by his chin. He keeps his gaze as firm as he can manage as his captor grins cruelly back at him with a mouth full of wicked teeth.

"But you've been such a loyal pet, I think we should do just fine," the Goblin says. "And as a reward for your loyalty, I'm even allowing you to visit an old friend of yours."

Phil jerks when he feels a sharp pinch to the back of his neck. He doesn't have to guess at what it was as his head feels like it's gradually being filled with fluff and keeping his eyes open becomes a struggle. Panic eats away at him as he steadily loses his grip on consciousness; what kind of information had the symbiote given the Goblin? And even more worrisome, who is the old friend he's about to put in danger? As he's dragged under once again, he can only hope he's strong enough to prevent the symbiote from taking anything else.

Pepper Potts is not wont to fall prey to loneliness, but she'd forgotten how empty the Tower can feel with everyone gone. Tony and Natasha have been in Canada for the past several days investigating a lead on some Chitauri technology with the help of Agent Sitwell. Thor was back on Asgard. Steve and Clint had been called in by Director Fury for some sort of assignment a day or two ago—which they were incredibly secretive about—and Bruce had followed a few hours after.

It's not that JARVIS isn't good company, but rather that after living in the company of superheroes for so long there's something of a vacuum left in their absence. She'd tried calling Phil a handful of times, but he hadn't answered his cell or returned any of her calls, which leads her to believe that it's nothing less than the typical S.H.I.E.L.D. security clearance dance, meaning she's not likely to see or hear from them for several days.

Not that she isn't used to it by now.

Granted… she's used to it by now. So the fact that Clint hasn't slapped a sticky note on the communal fridge for her (at the bottom of which he doodles an arrow in lieu of a signature), Phil hasn't so much as texted her (not even a "CTN" for "can't talk now" or a "WCL" for "will call later"), and the fact that Steve had nearly broken his phone in half when he'd taken the call from Fury the other day all lead her to believe that something's gone wrong. Really wrong. The fact that Bruce had left "just to check on them" and hadn't returned left her feeling uneasy.

"JARVIS, any luck in getting ahold of Fury?" Pepper asks.

"I'm sorry, Miss Potts, but Director Fury is still refusing to accept any of your calls," JARVIS responds. "Shall I try again?"

"No, that's alright," Pepper sighs, sinking into the sofa. "He's not exactly the type to give in for repetition."

So instead, she sits back, places a call for dinner for one and tries to focus on enjoying a little alone time after a long day instead of her worries. But after five minutes of flicking aimlessly through the television stations, she begins eyeing her phone. It's ridiculous and she shouldn't even think to do it… but she does. Because it's just a quick phone call and if he doesn't pick up, she can always say she tried, right? Right.

Putting the remote aside, she picks up her cell and begins punching in numbers until a familiar contact is displayed on her screen. She bites her bottom lip while it rings.

"Not the phone call I was expecting, but I'll bite," Jasper says by way of a hello.

"Jasper. Hi. It's Pepper," she says unnecessarily.

"Really? I would have never guessed," Jasper responds, his tone amused. "Stark's fine, no need to worry. Picked up a few 'goodies' during our little vacation and we should be—"

"Actually, I wasn't calling about Tony," Pepper blurts.

There's a pause on the other line before Jasper asks, "Everything alright?"

"I was hoping you might be able to help me find out," Pepper answers. "It might be nothing. It's probably nothing."

"That's okay. We're wrapped up here and I could use a little distraction from the fact that I'm freezing my ass off while the Quinjet fuels up," Jasper answers.

"You can't tell Tony I called," Pepper says.

"I think you underestimate how much joy I get out of keeping secrets from him," Jasper tells her. "Now, tell me what's up."

"Around two days ago, Steve got a call from Director Fury. I don't know what it was about or what was said, but he was furious to the point where I thought he might crush the phone in his hand," Pepper explains. "He and Clint had a private word and then they left. Not even a word as to where they were going. Then last night Bruce decided to go out after them. I haven't heard from any of them since. I tried getting in contact with Phil, but all of his phones are shut off and Fury isn't accepting any of my calls."

She pauses letting Jasper digest all of that before she continues.

"I understand I'm being more than a little paranoid here. But they've all gone completely off the grid and something feels… off. It's not like any of them haven't gone off without a word for days or weeks on end before, but this feels wrong," Pepper concludes.

"And you want me to contact Director Fury in your stead because you think he's more likely to take my call," Jasper deduces.

"Yes," Pepper says without hesitation. "I know it's ridiculous, but I really—"

"It's not ridiculous," Jasper says, cutting her off. There's nothing in his tone that says he's indulging her, nothing to suggest he's being anything but honest with her, and she finds herself feeling grateful for even that much. "It could be nothing. Or it could be something. Either way, we'll find out."

"Thank you, Jasper," Pepper says with a long, slow sigh. She places her free hand on her forehead, pushing her hair away from her eyes. "I really appreciate it."

"Like I said, it's no big deal. I have to notify the Director when we're moving out anyway, so I can stand to do a little finessing for you."

"When the three of you get back, I'll be sure to—"

She doesn't get to finish. In the span of a heartbeat there's a tremendous crash, muffled by distance, followed by the wailing of the Tower's security alarms.

"What was that?" Jasper demands over the line.

"Miss Potts," JARVIS interrupts, the barest hint of urgency in his tone. "We have had a break-in to one of Mr. Stark's labs. An explosion has taken out a rather significant portion of the wall and floor at ground level. I am alerting the authorities and sending a distress signal to S.H.I.E.L.D.; the penthouse level is now under Level 7 lockdown."

"Someone's in the Tower," Pepper says, hurrying over to inspect the security system. "I can't make out who it is, it looks like some of the feeds have been knocked out."

"I'm calling Director Fury to send a response team over. Putting you on with Stark in the meantime," Jasper says hurriedly.

Pepper nods, though she knows Jasper can't see it, and waits as she hears a click over the line.

"Talk to me, Pep," Tony's voice cuts in.

"I can't get a lock on whoever's inside," Pepper says, working anxiously at the computer terminal. She flinches when she hears another series of booms and crashes. "I think they're getting closer."

"Alright, just hang tight. Stay where you are, you know how the lockdown procedures work, you'll be safe in the penthouse. Sitwell's sending a goon squad over to handle it and I'm on my way," Tony assures her. "Granted, they'll probably get there a lot quicker than I will. Stupid Canada."

"It would figure the one time the tower full of superheroes gets attacked, it's the time when none of the superheroes are home," Pepper quips, walking away from the terminal and down the hall.

"You remember the code to the weapons—"

"That's where I'm heading now," Pepper replies. "Is there an ETA on when S.H.I.E.L.D. will get here?"

She doesn't want to sound afraid, but let's face it… she's afraid. There's someone currently blowing up walls in the Tower, headed towards her level, and she's alone. Afraid doesn't begin to cover it. But fear doesn't make her defenseless. It doesn't stop her from taking action because she's not going to sit around and wait to be rescued.

Just as she's keying in the code to the padlock, she realizes she hasn't heard JARVIS in some time. Not only JARVIS, but Tony hasn't answered her question.

"Tony?" she fishes.

He doesn't answer. She's about to try again when, suddenly, the lights go dark. It's too still and too quiet and as she listens for signs of the intruder, pulling the nearest weapon from the unlocked chest, she knows things have just gone from bad to worse.

To say that May Parker is worried is something of a loaded statement. Peter hasn't been home in a few days, under the excuse that he's sleeping over Luke's for the long weekend, but she knows they're all really out playing hero. So she worries for him, as she always does, while at the same time harboring that trust that her nephew can take care of himself and that he has the likes of Phil and Nick and assorted superheroes and S.H.I.E.L.D. personnel watching his back.

It's the lack of communication that's worrying her this time. Apart from a message on the answering machine from Peter, informing her of his plans to be gone for the weekend, she hasn't heard anything. From anyone.

So she'd gone grocery shopping for a few items, hoping to take her mind off it. Peter has a tendency to eat like it's going out of style whenever he returns from an assignment, so she figures making sure the kitchen is well stocked is a good excuse to get out of the house. It works for the most part, although she notices that she has a tendency to buy food as though Luke, Ava, Danny and Sam are still living with them. It had been nice, having a full house, and on more than one day she's found herself sorely missing it. But they come by often enough, so she knows the food won't go to waste.

Still, as she shifts her bags to one arm to unlock the door, she wonders what sort of mission they've got Peter on that he hasn't been home for days. She reaches for the light switch and with the entryway illuminated, she drops her bags with a startled gasp.

There is blood on her floor.

She hovers in the doorway, unsure of how to proceed, before making up her mind and stepping inside. She leaves the door open, just in case, as she slowly creeps forward. As she does, she realizes that the blood leaves a trail, as though something hand been dragged down her hallway. She follows it, curious and anxious, as it leads to the kitchen. And to a pair of feet. Which are attached to a body. Which just happens to be—

"Phil!" she cries, dropping to her knees beside him.

He doesn't respond or give any indication that he'd heard her. May's hands hover uncertainly over him as she takes in what she's seeing; he's covered in blood, with notable tears in his tactical suit, and from what she can see he'd apparently dragged himself from the hall in an effort to get here before passing out. Looking from where his hands are still stretched out in front of him, it's her guess that he was trying to make it to the phone.

Trying to keep a level head, she slips a hand beneath the collar of his suit and feels for a pulse. She gets one but it feels… strange. Add to that the fact that it feels like he's wearing some sort of metal band and she's more than a little confused.

"Phil, can you hear me?" May tries again, pressing a hand to his cheek.

He twitches and groans faintly. It's not much, but it's something.

"I'm calling Nick," she tells him, retrieving her cell phone from her pocket. "I'm right here, just hang on, okay?"

Another soft groan as he looks like he's making some sort of effort to come to. She dials the phone and waits, counting the dial tones impatiently. She checks for injuries as she waits, noting that there seems to be more blood than the injuries she finds would produce. It's with some surprise that she gets through to Nick straight away; usually she has to speak to some sort of communications officer first.

"I need you to send help," she says without preamble. "I just got home and I found Phil face-down on my kitchen floor. He's hurt, pretty badly."

"May, step away from him and get out of the house."

May frowns at Fury's response. "What are you saying? I can't just leave him—"

"It's not safe. Get away from him now!"

Whatever protest she'd had prepared dies in her throat as she feels something squeeze her wrist. Something cold. Something slimy. She can hear Nick Fury shouting at her over the line as she gradually drags her gaze to her wrist and tries not to scream as she sees the thick, black goo wrapped around it.

"May…"

Phil's voice catches her attention. His eyes are open now and he squints up at her, breathing harshly. The goo is covering him, too. Or maybe… it's coming from him? He flinches and squeezes his eyes shut, his shoulders shaking, and the goo's hold on her wrist loosens enough so that she can pull away.

"…run."