Spider-Man, and the others, are owned by Marvel and Stan Lee.

Loonatics Unleashed, and the others, are owned by WB.

Chapter 12:

Awaken in armor

It had been about a week since their meeting to meet some of the new heroes old friends and enemies, and they had already had all but one spare suit. "Who knew that it would be this soon for you guys to be done with some of my outfits." Spider-Man said to the coyote as the two were in the lab. The arachnid knew that due to Rev's speed and mastery over sewing that the ones with cloth would be easy, but the one with steel definitely would not.

"Yep, and I think I've made just the right metal for the last." Tech said and presented a small piece of metal to the loner. The long eared one thought it best to show him a small pieces since all of the others were not what he wanted. Just like the last times Peter took the piece of metal and ran several of his own test through it.

'This one won't do either.' Parker thought after looking through the test results. 'Anyone of Xanatos' bots could easily handle this flimsy armor.' He thought in rejection and through it in a metal shredder. "Sorry Tech, but that one does not work either. I need something that can weather, no pun in Weathervane's name, the storm of any threat, and these just won't due." He said while trying to spare the big brains feelings.

"I understand Peter, but the type of metal your after doesn't exists here." Coyote said in response. He looked through the info in the Jump Drive and saw the detail of each suit, but the two metals in question were not around here. "I did give the info to Zadavia too, so maybe she knows…" He was interrupted when her face appeared on one of his various monitors.

"Tech's right, Peter, I do know of where the materials are that you want. Come to this address as soon as you can." The blonde woman said and presented the information before adding, "Zadavia out."

"That was convenient." The web-head said and ran for the door. He wanted to start working on the two types of steel as soon as possible, but right when he reach the doorway his fellow whiz-kid had to ask him one last thing.

"Hold on, there's one thing I want to ask." He said and the brown eyes of his fellow Loonatic came to him. "I tried accessing two unknown files both labeled: Never Again, what's inside of them?" He questioned and saw that the blue face became a bit more stern.

"That's personal business, but I'll tell you guys about those two forms if ever they happen again." He answered back and then went back to going to that location. Those two forms he DID NOT want any of them, not even Lexi, to know about. He then leaped out of their usual hole and swung over there.

'What's he doing?' Lexi thought as she lounged in their lounge room. When that thought entered her head her boss' face entered the com link.

"I need to speak with Spider-Man for a while Lexi, but do not worry it is just business." Zadavia said to her. She wanted to let the fellow female fighter know that she DID NOT see the slinger anything more than a friend. She nodded to her boss and tried not to think of why those two were meeting.

"This is the place." He said as he swung over to an old factory that seemed to be out of business. He went in through a broken window, and webbed a light switch; surprised that the lights actually worked. "Well, I wonder what Zadavia wanted me to see?" He questioned after getting off of the wall.

"I wanted you to see these two containers of metal." She said, spooking him a little at the sudden sound of her voice. He saw that, just like last time, she was wearing the cloak and hiding in the corner of the room, but she was also pointing at a couple of crates. He did as she asked and ripped off the lids, and saw that both of them had metal in them, but he had a feeling that they were different metals.

"I would like to test them to my samples." He said to her after picking up a beam of each metal in each hand. The boss-lady just pointed to a computer with a microscope beside it. "Those will work." He said in an embarrassed tone before walking over to them. He took off two pieces of metal from his belt and with one of those pieces he carefully scrapped the two new metals. He used the computer and the scope and hoped that the iron that was with them was what he wanted. After two hours he was done testing the metal to his left, and was amazed of the discovery. "That's impossible, but the DNA of this metal and the one I have are both: Vibranium, but how?" He said to her.

"That is a simple answer, Spider-Man. You often spoke of low level enemies such as the: Chitauri who wielded air-crafts made of that material." She said to him and got a nod as an answer since he did remember telling them of those aliens. "Before they went for Earth after planes were defeated in World War II they were able to send some of their materials here." She added, and saw the anger and fear on his face, and already knew what he was thinking. "Don't worry, they only used this planet as a holding station." She added and saw that his features eased.

"That's good to know, and this metal will really help." He said and then moved onto the other chunk of metal. He did the same test as before, and when they were done he was surprised at the results. "This one seriously cannot be the one I'm thinking about, can it." He said and looked over at the cloaked woman, but she seemed to be out of the loop on what he was talking about. "Like I told you guys before: there's an unbreakable metal back home called: Adamantium. Why are their molecular structures similar?" He said to her, to get her on the same page as him. When she did she smiled since even with his brain he didn't know the flaw between the two.

"They are similar, but there is one key thing that I am surprised that you haven't figured it out yet." She said back to him, and this time it was here to wait for him to figure out what she meant. After a few short moments of thinking he realized what she meant.

"Oh! Your Adamantium doesn't need to be constantly heated, does it?" He questioned to her while feeling like an airhead since that was one of the first things that Beast discovered when helped Wolverine when the claw wielder was having memory glitches.

"Correct. It does not need to be heated, but it has the same effects." She informed him. She then added, "If you take a look around this facility has what you need." He looked around and saw that there really was everything. "The machinery works fine, but I personally brought the molds.

"Thanks, well, better get started." He told her and then began constructing his armor. In a way he did the same things as Tony when he made his armor, but he already had the blueprints for it. In truth it really did not take him that long to construct it since the machines skills were flawless; by the time he poured a combination of Adamantium and Vibranium into the mold it was solid.

"What exactly will you color it?" The founder question as she watched him install a life support system. After connecting the last of the wires he stepped back from the suit and gave it some thought.

'Good question. I can't really use my usual colors: no originality. Can't use Iron Man's colors: he'd sue me. I guess I'll take the colors of the robo-gargoyles.' He thought and then said to her, "I think I'll go for: silver and black with a hint of white." Those colors somewhat surprised her, but she didn't say anything. After looking around he saw the paint supplies and got to work. 'It's a good thing that I had some speed art contests with Johnny and Bobby back home.' He thought with images of his web paintings, Johnny's weld art, and Bobby's ice sculpture came to mind.

"Very good work Spider-Man." Zadavia said as he was already putting a big silver spider on the armors back. When he was done he put the stuff up, and looked at his work.

"One last thing: test the armor and see if I can walk in it." He said and slowly put it on - one piece at a time. 'I seriously wish I had a set up like Tony and his armor.' He thought as he realized putting armor on the old fashioned way was a real pain. "It really feels different." He told her once he put on the helmet, and then took on a few steps.

"Anything else different?" She asked when she watched him try to walk in the suit. He formed fists and then relaxed for a few times and then looked at her.

"Not bad." He answered her and then tried out the weapons on the walls. Naturally for sane reasons he used blanks: started with the arm guns which fired lasers, missiles, and sleep gas projectiles. The fist rockets which meant a small compartment on the back of the hands opened to reveal two missiles on each hand. He also tested out his natural powers as well, and was surprised that they worked at peak performance.

"Very well done, Spider-Man." The blonde one said to him after he dropped from the center of the roof and landed without a scratch to his armor.

"I think I should head out, but before I head out I do have a question for you?" He said to her in a polite manner to her. In honesty this threw her off since she thought all he wanted was help making the armor and a place to test it and that's it. She was hoping that it didn't have to do with her past.

"What is it?" She questioned while doing a superb job of keeping the worry tone out of her voice.

"When you were that monkey fuzor why did you always go to Ace when you came to us for help." He asked her even though he had a theory, he wanted to know the truth, and maybe that might help him.

"I…I…went to him because of his leadership." She answered with hesitation in her voice.

"Come on it's obvious that you have it bad for the field leader." He said back to her, but instead of attacking him she actually countered.

"I can say the same of you and Lexi." She said to him, saw how his body reacted, and knew that was not the right thing to say to him.

"No, she and I are ONLY friends." He informed and whispered to himself, "I can't get close to anyone." Zadavia did not hear that last part, but she did want to help him get over this fear.

"Is it because of what happened back in your world?" She questioned and added, "Look, each of the Loonatics are powerful and…" She wanted to continue, but she was interrupted by the wall-crawler.

"I better head back home. Thanks for the armor." He said to her and then began to swing home. He did not want to think of his team any more than that.

"He's still afraid to open up." She whispered as she watched him swing back to the spire. "Not that I'm any better to criticize." She muttered with her back to the door, ready to head home. As she was heading back home she pulled out a picture of the field warrior and told to herself, "I just don't want you to end up like my brother." While she was leaving Peter was thinking of his actions from earlier.

'Okay, maybe blowing her off like that wasn't such a good idea, but she was getting too personal.' He swung and halfway home he decided to pull something, and released the latest strand. 'Time to test out the Iron Man kind of jets.' He thought and activated a pair of jets at the base of his feet. "I call these a success, but I need to see if they can truly handle this." He said and then tried to fly straight for home. The main thing that he was surprised was that he got flying better than he did when it came to first using his web-shooters - no buildings with his outline.

"So, your finally home." A familiar female voice said when he slid into the docking station. The web-head stood up, surprised that he didn't even feel the fall, and that his paint job was still whole after that fall.

"Yeah, I am Lexi, and thanks to Zadavia I was able to build my armor." He said to the pink hair and then flexed into an action pose. He saw her staring at his new shell, and was getting a little nervous about it.

"If your staring at your reflection, don't bother, you look great." He told her before slamming his steel plated hands over his already covered mouth. 'Why do I keep saying things like that?' He thought, cursing what he had said to her. She heard his words and the action that followed causing her to blush, but thankful that she was in uniform.

"I wasn't….I was wondering how that armor of yours still has its shine after spill you took in the hanger." She said, praying that he believed that lame excuse since she really didn't care for the answer.

"Mainly because the materials that I used to make this are both near indestructible." He simplified for her. "Just don't get used to this look because it's going into storage just like the others that Rev worked on." He continued to tell her of that side of news. Truthfully, he was only going to use the armor as a last resort since it's weapons were too dangerous to use in battle against basic super villains.

"Well, that's good to here. You look better in red and blue anyways." She said to him and couldn't believe her own words. 'Great work, Lex, you could have phrased that better. Now he may think your interested: which you are.' She thought to herself, but new of a descent recovery, "Better de-armor yourself before we eat." She said and headed for the kitchen.

"Guess she's right." He whispered and walked over to the empty room beside his own. When he entered he was surrounded by all of the suits from his dreams…along with two holograms of his hated forms. 'Good thing I still have one space left.' He thought as he walked over to the empty mannequin in between Scarlet Spider and Octo-Spider. He removed his armor and placed it in that slot, grateful that he was still wearing his Loonatic uniform. For a moment or so he just stood there: staring at all of the different versions of himself, or at least the ones they could make.

"Hey, bug, come on, the foods getting cold. You can gawk at yourself later." Duck said as he looked into the room of the suits before leaving. Peter shrugged that statement off and went to eat not knowing that there will be few missions that the suit will really come in handy.