A/N: I actually like the how the turn out's been in the last day and a half. And Considering I have a better base to work from things will get more interesting here on out.

The poll for Spider-Verse based villains joining the Static rogue gallery has already begun. I already have a couple big names on the list with a few other small ones possibly joining them. Still, I'm always open for thoughts from fellow Marvel fans out there.

Now, I promised the next chapter, and here it is!

X

Ben sat at his desk, arms crossed in deep thought over everything that had happened that day.

After their little meeting with Wade and his crew, he and Val went straight home. Being sure to watch their backs on the way in case Francis or any of his thugs were prowling around. Neither of them said anything, as they reached their street and went to their homes.

Thankful that his mom would be at work for the rest of the night, Ben went into the bathroom and treated the small cuts on his face and strapped an ice pack to his sore ribs. That had been a couple of hours ago. And all he could think about was what Wade had told them earlier;

"One day, he's going to catch either of you out there alone. Sick dude like him, who knows what he'll do?"

"Can you honestly say that you'll be able to hold off Francis and his buddies forever? That you can protect Val here?"

"You'll be dead, and Val here will be on her own. Think you can live with that?"

Ben pinched the bridge of his nose and sighed. Wade didn't pull punches in his words. He used the one thing that he knew would get to him, his friendship with Val and how much he was willing to protect her.

And the worst part of it all? Wade had been right. Francis would just keep coming. He was a sadistic sociopath who would burn the world around him if it meant getting what he wanted, and no one else at school had the courage to stand up to him. Eventually Ben's luck would run out, and when that happened...he didn't even want to think about it.

However, regardless of the clear danger, there was no way in hell he and Val were going to become bangers. They each lost a parent to gang violence during the riots, to even consider that would be like spitting on their memory. But chances were Wade wouldn't take well to the two of them rejecting his 'generous offer'.

Rock, meet hard place.

Ben shook his head before rubbing his hands over his face. He and Val needed to figure something out and quickly. It was only a matter of time before-

His cell phone started ringing, bringing him out of his thoughts as he snatched it up off his desk and saw that it was Richie calling.

"What's up, Rich?" he answered.

"Dude, tell me it's not true." his friend asked, sounding anxious.

"Is what true?"

"Tell me you and Val didn't join Wade's crew!"

"WHAT?!" Ben shot to his feet, wincing when his ribs flared up, "Who the hell told you that?!"

"It's all over the school! It's like they wanted everyone to know." Richie replied.

"We didn't. Wade made the offer like he was doing Val and I a favor to get Francis off our backs. There's no way we're doing something like that." Ben ran a hand through his hair, "Dammit! As if things weren't bad enough."

"What are you going to do? F-Stop was one thing, now you got Wade on your back too with Val thrown into the mix." said Richie.

"Preaching to the converted, Rich. I've been wracking my brain for hours trying to figure something out. Francis is bad enough, but Wade isn't a saint by any stretch of the imagination. No matter how you slice it we're screwed." Ben heard a beep and checked his phone screen and saw he had another call coming from Val. "Hold on man, Val's calling."

He switched the call lines and answered, "Val, you okay?"

"...No. Ben, Wade called me. He wants us to meet him at the docks tonight. Said something about 'fixing' our problem." his female friend said with a slight tremor in her voice.

Ben cursed under his breath, "We can't go out there, Val. Wade's already spread the word that we've joined his gang. Whatever's happening out there won't be anything good."

"Maybe we can talk to him again? Tell him we're not interested and just go from there?" she offered, though her tone didn't sound completely convincing.

"Val, you know as well as I do that that won't work. We're going to need some serious help with this."

Valerie sighed deeply, "I don't know if we even got a choice. With Francis dogging us, and now Wade forcing us to join his crew. Anything we do will make things worse one way or another. Ben…I'm scared."

The last three words she spoke were so soft and vulnerable Ben almost didn't hear them. He'd only ever heard her use that tone a handful of times in the past, and each time was like a knife twisting in his chest. Made even worse by the fact that he couldn't do anything to alleviate the fear she must have been feeling.

It also didn't help that he was afraid too.

X

Hours went by, and in that time Ben couldn't figure out what to do. With no other options, he decided to try the only thing he thought would work.

Pulling on his shoes, he left his house in the dead of night. Making sure everything was locked before making his way toward where Wade wanted to meet. Stealing his resolve to talk down the banger and get him and Val out of this situation.

If that failed, he'd have to get his mom and Mr. Hawkins involved. Anything was better than the alternatives.

"Ben!"

Ben stopped at a street corner and turned to see Val running up to him, a purple hoodie covering her outfit from earlier.

"Val? What are you doing?" he asked.

"Come on. You don't think I wouldn't figure out what you were going to do?" she asked rhetorically. "We promised to stick by each other. No way in hell am I letting you do this alone."

He wanted to argue. To make her go home where she would be safe. But Ben knew that it wouldn't stop her. Like it or not, they were in this together.

"Things get hairy, we get the hell out of there and don't look back. Get our parents involved, the police if we have too." he said completely serious.

Valerie nodded. Reaching out, she surprised him by taking his hand in her own before they continued on. Overcoming the suddenness of her action, Ben gently gripped back gently. Offering what comfort he could as they prepared for what they would face.

The docks were quiet when they arrived, no one seemed to be around. But the lock and chain on the main gate had been broken open and allowing them to slip inside.

"Hello?" Val called out before a pair of hands grabbed her and Ben and dragged them between a couple of nearby crates. The culprit being one of the thugs they'd seen at Wade's hideout earlier that day.

"Keep your mouths shut." the banger growled before shoving the duo forward, making them walk ahead. Ben reached out and gripped Val's hand again, his eyes scanning their surroundings and finding dozens of canisters with biohazard symbols on them all around.

A minute later, they found Wade and the rest of his crew hunkered down behind a few crates observing something on the other side of the docks.

"What's going on?" asked Ben.

"There's gonna be a major throw down with all the crews in the city." said Wade

"Wade, we need to talk about-" the banger shushed Val before handing her the binoculars he'd been using. Looking through them, she saw Francis and his friends jumping a fence and running toward where other people were gathering.

"Francis…he's here." she said after swallowing thickly. Ben took a good look himself with a heavy weight setting in his stomach.

"Time to go the permanent route, little bro and sis." Wade said, handing something wrapped in a bandana to the two of them before he and his crew took off to where a small riot had taken place amongst the gangs. Looking down at what they had been given, Ben unwrapped it…

And found a handgun.

Val had gasped sharply while Ben paled. "No way in hell!" He spun around and threw the weapon with all his strength into the bay before grabbing his friend's arm. "We're getting out of here, now!" They turned and started running back toward the entrance to the docks, only to be cut off when a banger was thrown into a crate in front of them.

"Well, well. If it isn't Val and Benny." Francis said while skulking toward them with a sadistic grin on his face. "Gotta say, this day couldn't get any better."

"We gotta stop meeting like this, Francis. People will start to talk." Ben said, keeping as calm as possible while also keeping himself firmly between Val and the sociopath in front of them.

"Heh, you know. I'm almost gonna miss that smart mouth of yours." The red-head said, pulling out a knife as he drew closer. "Don't worry, sweet cheeks. I'll be happy to keep you company when I'm done with Benny here."

Val grit her teeth while Ben clenched his fists…

A blast of bright light filled the docks, startling everyone as several helicopters hovered over them.

"Freeze! You are in a restricted area! Drop all weapons and surrender!" A police officer demanded over the loudspeaker.

The bangers all dropped their weapons and started running in different directions. Ben snapped his attention to Francis who was still distracted and shot forward. Grabbing the bully's arm and twisting it sharply, getting a shout of pain as he dropped the knife before Ben delivered a hard strike to the side of his neck.

Francis dropped to the ground giving the two friends a chance to run, heading immediately to the nearest fence as the police started firing tear gas grenades. One of the explosives struck several canisters and exploded on contact, releasing a purple gas that quickly shrouded the docks like a thick fog.

The bangers caught in it began to cough violently. Some of them started to change, mutate. Growing extra limbs or glowing in strange ways.

Ben helped Val over the fence before jumping up and pulling himself over. Both of them coughing harshly as they breathed in the strange gas. Running fast and hard as they tried to put as much distance between themselves and the docks as they heard sirens closing in.

Once they were a safe distance, they collapsed against a stoop. Allowing the adrenaline to wear off.

"That was…too close…" Val wheezed, coughing a few more times.

Ben coughed as well, leaning his head back against the wall they were sitting against. "I'm just…glad we got out…" He looked over at his friend, "You…okay?"

"Lungs are…burning…but I'm good." Val looked back before laying her head on his shoulder, wrapping his arms around Ben with tears gathering in her eyes that wasn't from the weird gas they breathed in.

Wrapping his own arms around her without hesitation, Ben pressed his face into her dreadlocks. Neither of them said a word. This night had been the single most terrifying moment in their lives. They were more than content in sitting together and holding one another, drawing strength from each other after everything that had happened.

After a few minutes of silence, they separated and stood up. Val wiping her face as they gathered themselves. "I'll take you home." said Ben, getting a smile from his friend as they made their way toward home.

Ready to put this night far behind them.

X

The sun rose the following day, shining into the bedroom of Valerie Hawkins as she slept soundly in her bed. Rolling onto her back, she was unaware of the purple-ish volts of electricity that sparked and channeled down the length of her body.

The strange anomaly coming to an end a mere second before she suddenly sprung awake. Looking around her room a moment before checking herself over to be sure that she was really there and okay. Memories of the previous night flooding back, filling her with a massive array of emotions.

She'd never been so afraid. Between the bangers, Francis and the police she didn't know what had scared her more. And then there was Ben…A blush filled her cheeks when she recalled how brave he'd been despite being as afraid as she was.

For as long as she could remember, Ben had always been there for her since the day they met. It made her feel guilty more than anything, seeing him taking the hits while trying to keep her safe. It also frustrated her, considering she could stand her ground pretty well on her own.

But the recent events had left her feeling vulnerable. Francis had been harassing her for a while now, and it didn't take a genius to know what he was after. Ben having her back like he always did gave her a lot of courage.

It also made her heart flutter in a very pleasant way…

"Don't go there, Val." she said to herself with a deep sigh. "He's your best friend, he'd always have your back." The memory of the two of them sitting together, holding each other after the docks came to mind. Making her blush deepen even more. The warmth and safety she felt in that moment, she didn't want it to end.

Shaking her head, Val got out of bed. Bare feet resting on the carpet as she straightened out the tank top and shorts she went to sleep in the night before. Taking one step, she stumbled when her bed sheet suddenly clung to her back.

Tossing it off, she yelped when the fabric jumped back onto her again. "Damn static cling." she muttered, balling up the sheet and tossing it back on her bed. Heading for the door, she almost fell forward when the sheet came back again and practically wrapped around her.

"Oh come on! Get off!" Val managed to pull the sheet off and tossed it as hard as she could across the room before quickly getting out and slamming the door behind her.

"Don't slam doors." her dad said while on his way down the stairs.

"Sorry, pops." his youngest daughter replied. Trying to shake off the weird moment with the haunted bed sheet.

Making her way into the bathroom, Val reached to turn on the light only for it to come one by itself. "What the…" she wondered, approaching the sink she reached for her toothbrush only for her dad's electric shaver to suddenly come on as she reached over it.

It wouldn't have been so odd…had it not been for the fact the device wasn't even plugged in.

"The hell…is our house haunted or something?!" She looked in the mirror and gasped when she saw purple volts of electricity shooting out of her at different angles.

"I'm a human fuse box!"

X

At the same time, Ben was sleeping in his own room. Though it had taken him a while to fall asleep the night before.

Not only from what he and Val had been through, but because not long after he'd gotten home his whole body started to ache and started to feel a bit feverish. He'd barely managed to strip down to his boxers before collapsing to his bed and managing to fall into a fitful sleep.

Opening his eyes, he blinked the bleariness from them before stretching out his stiff muscles. "Man, maybe I need to invest in a new mattress." he said to himself as he turned to lay on his back…

And found himself looking down at his bed.

"Wha-" Ben barely had a moment to register the fact that he was currently on his bedroom ceiling before he was falling. The world around him slowed to a crawl as he drew closer to the floor, an instinct taking over as he managed to flip around mid-fall and land with a dull thump into a deep crouch upon landing.

Blinking in disbelief at what had just happened, Ben stood slowly and looked up at his ceiling. "How in the hell?" He wondered out loud while scratching the back of his head, trying to make heads or tails of what had just happened.

"Ben?! Are you up yet?!" He heard his mom calling from downstairs.

"Uhh, yeah mom! I'll be down in a bit!" Ben shouted back. Deciding to worry about his odd wake up after breakfast, he went for his bedroom door.

Only to pull the knob out with a minimal effort, lightly crushing the metal in his grip.

"Jesus! How did-" Ben tried to release his grip on the damaged door knob only to find it stuck to his hand. "Seriously?!" He grabbed the severed door knob in his other hand and pulled hard, managing to pry it from the oddly powerful sticking grip…only to have it now stuck to his other hand.

Gritting his teeth, he put the door knob on the floor and put his foot on it. Managing to pry his hand free and lightly kicking it aside. "Ok, this morning can't possibly get any more messed up." Ben muttered as he opened his damaged door and headed for the bathroom. All the while trying to figure out how to explain the hole that was now in it.

Turning on the light, Ben reached to open the medicine cabinet and received another shock when he looked in the mirror.

He'd always done his best to stay in shape. His training in judo giving him a bit of muscle. But looking at his reflection actually boggled his mind.

His muscles were now much more defined. Not overly jacked like a wrestler or body builder, but definitely noticeable. Especially the hardened six-pack he was now sporting.

Flexing a little, Ben remained in disbelief as he watched his new physique respond in kind. "Ben?! Is everything okay up there?!" he heard his mom call out again.

"Y-Yeah! Everything's…Everything's great." He replied, still in disbelief. "Better, in fact."

A few minutes later, Ben returned to his room and changed into his clothes for the day. Pulling on a pair of jeans and a red t-shirt, he had just started to tie his sneakers when he noticed something on the inner side of his wrist.

Less than an inch beneath the edge of his palm was a slightly pale patch of skin that definitely hadn't been there the day before. Checking his other wrist, he found a matching patch in the exact same place.

Curious, Ben poked at his wrist and found the skin a bit firmer. Flexing his fingers along his palm, he nearly jumped when a small opening appeared and a stream of gleaming white shot out of it and attached to the wall across from him.

For what felt like the hundredth time that morning, Ben was stunned beyond belief as he looked at the weird cord that was now connecting his wrist to the wall of his bedroom. Leaning in closer, he saw that the 'cord' was made out of an array of smaller strands all interwoven together. And when he touched it, he found that it was both solid and strong as well as sticky.

Almost like spider webbing.

Ben's examination was interrupted when his phone started to go off. Grabbing it off his bedside table, he saw a picture of Val looking back at him and answered. "Val?"

"Ben! Something is really tripping this morning!" His friend said nearly bursting with excitement while holding a light bulb in her hand that was shining as though it were in a socket.

Looking at the webbing coming out of his hand, he couldn't help but agree. "You can say that again. What's going on with you?"

"You too?" Val asked, "Never mind. Get a hold of Richie and tell him to meet us at the old junkyard ASAP." She hung up before he could get another word out.

Looking at his phone, Ben turned his head and saw his tarantula staring at him from his tank. "Don't give me that look, Ace. Today's weird enough."

X

After getting a hold of Richie, who had been beyond thankful that both Ben and Valerie were okay after the events of the night before, the two boys made their way to the local junkyard where Val had said to meet.

"Any idea what's going on?" asked the blonde, curious about what this was all about.

"I have a sneaking suspicion." Ben replied cryptically as they looked around at the various hunks of scrap and old cars around them. "Hey Val?! You here?!"

His answer was a bunch of cars suddenly floating into the air, causing both boys' mouths to drop as they saw Val standing on top of a pile of scrap with her hands in the air. "Tell me that's not cool!" she exclaimed with a beaming grin.

"Whoa! How are you doing that?" asked Richie in awe.

"There was this explosion at the docks last night, this weird gas went everywhere. I think it gave me superpowers! Check this out!" Val fired a blast of purple electricity into the car she had been standing on, causing it to levitate into the air and began to fly around like a flying carpet.

"That is awesome!" Richie said, still wrapping his head around everything.

Val parked her 'ride' and looked at Ben who had been silent the whole time, "Ben? What's up?"

Ben grinned before approaching the car she'd been riding…and picking it up over his head.

"WHOA!" Both Val and Richie exclaimed.

"That's not all." Ben said after setting the car down. He spun around, pressing the ring and middle fingers on both hands to his palms causing two web-lines to shoot out and attach to a rusty fridge. A sharp pull had the old appliance launching toward him where he jumped and delivered a spin kick that sent it flying off.

Landing on the car he'd just lifted, he did a full handstand and flipped off to land on his feet in front of his two friends.

"Dude! You're super strong and can shoot webs?!" Richie exclaimed.

"Apparently I can stick to surfaces too. Woke up on the ceiling this morning." said Ben while looking down at his hands.

"You're like a human spider." said Val grinning, "And I'm like a static generator."

Ben thought hard a minute, "That gas last night…it must have been some kind of mutagen. I'm pretty sure you were right on the money with it giving us super powers."

"You both could totally be super heroes! Think about it!" said Richie "We just gotta get you some gear and you could clean the streets like nothing."

Val seemed to beam even brighter at the idea. A chance to do good and save people? Sounded like a dream come true.

"Hold up." Ben said, "Let's pump the breaks for a second. We just woke up this morning with these powers, and I ended up tearing the door knob off my bedroom door this morning. Before we think about how we use these abilities, maybe a little practice couldn't hurt."

Richie and Val deflated a bit, but understood completely where he was coming from. "You gotta point. Maybe learning what we can do and its limits would be better than just winging it." said Valerie.

"Good thing it's Saturday." Added Richie. "Well, no time like the present. Let's see what you guys can do!"

X

For the next few hours, the three friends hung out in the junkyard while the two super powered teens learned what they could do.

Valerie learned that she could stick metallic objects and even a person to metal surfaces, control electromagnetic waves in the air, and absorb and channel power into and from electric devices.

She also discovered she could channel electricity to her hands, giving them a taser effect and could throw volts of electricity of various sizes and charges at will, giving her a range advantage as well.

Ben learned that he could indeed stick to surfaces. Getting a closer look, he discovered millions of tiny hair-like appendages coming out of not only his hands, but his feet as well. Being an owner of a pet spider, he knew them to be called setae, which allowed most insects to stick to and travel across most surfaces.

He'd also found that beneath the odd patches on his wrists, were a small cluster of tubes similar to a spider's spinnerets which allowed him to shoot his webs. And the strands were indeed strong, because he discovered he could swing on them at high velocity.

Something he got a massive thrill from.

Grabbing a quick lunch from a local deli, the trio returned to the junkyard and continued to practice. And it was then Ben learned he had another ability that would prove to be beneficial.

Val had been testing out the limits of her ability to control metal when a large pile of scrap started to collapse where Ben had been doing target practice with web shots. A buzzing in the back of his head warned him of the coming danger and he leapt out of the way before he could be crushed beneath it.

Once he explained what he had felt in that moment, Richie mentioned that some spiders had an extra sense that warned them about nearby predators. A type of danger-sense that helped them survive.

Ben thought about it a moment before grinning. "Guess we can call it my 'spider-sense'." His two friends couldn't help but agree as they continued their training session.

By the time the sun had started to set, the three teens were tired, but on cloud nine as they got a good grip of what they were capable of. Richie had taken almost a full notebook's worth of notes on their powers and how they could work and possible weaknesses they might have as well as a training schedule so they could continue working on their abilities.

Before they separated, they promised to meet at Valerie's house to discuss gear for their future careers as heroes.

Returning home after a long day, Ben laid back on his bed and reflected on how much things had changed in the last 24 hours. Going from average high school kid to a possible hero beside his best friend.

He was having a lot of thoughts on it. Wondering if this really was a step he wanted to take. Turning his head, he looked at the picture of him and his mom and dad, focusing more on his dad as he kept thinking about the next step he was about to take.

"I know what you would say, dad. But this city has become a bit of a mess since you've been gone. Someone's gotta stand up for the people here, and I think Val and I can be something others can aspire to."

The picture didn't reply, but Ben smiled regardless. "I still remember one of the last things you said to me. How you knew that I would grow to do great things one day. I think this is my chance to really make a difference. I just hope I can make you proud."

Having said his piece, Ben rolled onto his back and looked at the ceiling as sleep slowly began to take hold.

But one last fleeting thought had him almost fully awake again.

If the gas at the docks had given him and Val superpowers…what about all the bangers that had been fighting that night?

X

At the local hospital, doctors and nurses were scrambling all over trying desperately to treat the dozen or so people that had been brought in the night before. Each and every one of them suffering some kind of horrendous mutation that left them baffled and terrified at what they were witnessing.

One of the doctors was desperately trying to help one young man who was literally turning into a puddle on the floor when one of his nurses screamed from a nearby room.

Inside, several people backed away as the young man strapped to the gurney thrashed like a wild animal. Purple smoke billowed from his body before he suddenly ignited. Burning away the restraints as he sat up with a feral roar with flames exploding out of him.

From the outside, citizens ducked for cover when a wall on the fourth floor of the hospital exploded outward. A person shrouded in fire flying out of the opening and landing on the street below making people scramble out of the way.

Standing to his full height, Francis looked down at his flame cloaked body and laughed. "This is going to be so much fun." he said as he stalked down the street, leaving bubbling asphalt in his wake.

X

A/N: The stage has been set, and our duo are taking their first steps into becoming heroes.

Rewatching the series, i realized that Virgil pretty much threw himself into the hero gig with only the bare minimum of knowledge about what he could with his new powers. Hence why I had my OC Ben be the voice of reason to look into their abilities more instead of jumping right into being heroes.

I originally wanted to go with the idea of web-shooters like in the original Spider-Man, but Sam Raimi's adaptation seemed to ring louder especially with the mutagenic abilities of the Bang Baby Gas. So I went with the more organic webbing option to tie the two series' together.

I'll have the next chapter posted within the next week. I've had too much of an issue burning myself out with rapid fire posts so I'm gonna take m time on this one.

As a side note, yes I did take Demon Saint down for the time being. I'm going to rework it a bit and post it again at a later date. Don't worry, it's not gone forever, I'm just taking it in another direction.

Till next time readers!