The first month at Octavius Industries was a rather nice change of pace for Noah. Working at F.E.A.S.T was nice but it felt like he's really making a difference here. Wearing a lab coat was definitely a unique feeling, but not one Noah liked instead he chose his old robotics engineering suit. Right now Peter and Noah were working on a prototype prosthetic.

"Okay, we're ready to begin test number seven," Noah said.

"Let's get started." Peter gently nudged the tip of the analog stick.

The prosthetic arm lifted itself only slightly so far no kinks in the motor controls which means they've been making progress. Peter gave the control more push, and the arm lifted itself off the table.

"Hold on Peter hold it there for a moment, I'm getting some errors on the tablet here. Gimme a moment." Noah ran the numbers and readjusted the power consumption, "Alright we're good, keep going."

Peter resumed the control and lowered the arm to reach for the mug.

"Oh crap, Peter stop stop stop!" Noah urgently shouted

"What, what's going on?" Peter was completely confused.

Then instantly the elbow joint sparked and caught fire.

"Oh no!" Peter raced for the fire extinguisher

Noah tried his best to keep the device from going any more crazy. Took Peter a moment to come back with the fire extinguisher and spray down the device. Took a couple of minutes, but the fire stopped finally.

"What the hell was that?!" Peter exclaimed.

Noah shrugged in uncertainty. "I don't know. Probably ran too much power through the arm. That's my best guess, let me check the schematics."

Noah ran through the tablet to check the source of the problems, he found the CPU in the prosthesis was overloading and short-circuiting the power. "How could I not have seen this?" Noah's pride was hurt by this one mistake in his review.

"Is there anything we can scavenge from this prototype?" Peter asked.

Noah examined the arm for anything useful and shook his head. "No, everything's destroyed. We're gonna have to start over."

Peter punched a wall in frustration. "Damnit!"

Noah picked up his personal recorder and cited today's test "Entry log number 7: the prosthesis is absorbing more power, especially when moving the joints, the CPU is still having trouble keeping up. We'll need to find a more efficient method to transfer power and CPU response." Noah closed the recording.

"Hold on, I think we can salvage the device. Get me a pair of tweezers, and do you still got that solvent and toothbrush?" Noah asked.

"Yeah hold on," Peter raced over to his lab to grab the things Noah requested.

"Thanks, Pete." Noah praised when Peter gave him the items.

Noah Monroe, and Peter Parker were quick with their hands and guerilla robotics expertise. Using their time and experience after years in dumpster diving, the two were able to salvage more than they thought. All that's in need of a replacement is the CPU and wiring frame.

"You're a miracle worker, Noah." Peter praised.

"Hey c'mon brother, it takes one to know one." Noah replied, offering Peter a fist bump.

"Buddy!" Peter returned the bump.

Suddenly Noah's phone began vibrating, he pulled it out to see Emma on the caller ID. "Gimme a sec I need to take this."

"Okay, I'll take it from here." Peter assured him.

Leaving the main lab to the outside hallway, Noah answered his phone to hear from Emma, "Hey Emma sweetheart, what's up?"

"I'm doing great, just wanted to know how you're doing. Is your new job doing great?" Emma called from home.

"The pay isn't as much compared to the F.E.A.S.T. center, but it's definitely a change of pace I can get used to. I can finally put my robotics degree to good use. But I can't say I don't miss helping out people back at the shelter." Noah said.

"I'm sure they'd be happy to hear that, besides they're always going to need extra hands. What was that saying May told us?" Emma asked.

"When you help someone, you help everyone." Noah reminded her of what May taught them, "She's amazing, oh yeah I have some news on Octavious's project. The bad news is the arm blew up, but we were fortunate to recover more than expected."

"I swear you two are inseparable. There's no problem you two can't figure out together. Is Harry still in Europe?" Emma asked a little down at the memory of their old friend.

"Last I heard, I wish we could meet him again. Peter and I can change New York, for sure, but with Harry, we could change the world overnight. Anyway, I should get going, was there anything else?" Noah asked.

"Yeah, I wanted to ask if you could get some things at the store when you get off?" Emma requested.

"Sure, what do you need?" Noah asked.

"I'll text you a list. Love you." Emma assured her husband.

"Love you too." Noah ended the call and returned back to the lab.

Returning back to the lab, Peter was having a break with some coffee, and a second mug was on the table with creamer and sugar on the side.

"That for me?" Noah asked.

Peter nodded as he took another sip. Taking a seat next to Peter, Noah added the cream and sugar provided and took a slow sip, "How long is it gonna take until we get this right?"

"Close, we're getting close," Peter said confidently, with a hint of doubt.

"Peter Parker, do I sense doubt in those words?" Noah asked with a sly smirk written all over his face.

"All I sense is that this whole project would be a whole lot longer if we didn't have you. We're glad to have you on board?" Peter raised his mug to Noah.

"And I'll bet this whole project wouldn't escape from Octavius's mind if not for you." Noah raised his mug and they both held a toast to their genius.

Peter's phone suddenly rang and whatever it was it was important enough for him to leave the lab, "Gimme a moment I need to take this outside."

"Go ahead." Noah waved him off.

Just after Peter left he began tinkering a bit more on their prosthetic, but a call from his phone started ringing, caller I.D. showed "Hammered". That can only mean one person.

"Oh shit," Noah whispered. Taking the phone call in their lab that he and Peter now share, "Arachnid here, what is it?"

"Hey there my favorite web-slinging merc. Got a job for ya. A standard sweep and destroy job. The local gangs in Harlem are getting organized with Hell's Kitchen. Need to remind them who's in charge, the standard fee is the same, but I'll double the pay if you bring me Spiderman. I've got intel he might be on his way."

"I'm sorry what? What makes you think he'll be there?" Noah asked.

"The cops are mobilizing to the location, no way the Spider-freak can ignore it." Hammerhead snickered over the phone.

"No promises on Spiderman but I'll get the job done." Noah ended the phone call right there.

Running up to the roof, Noah fetched his hidden suit, putting it on, and zipped over to Harlem.

"Hey Peter, I gotta make a grocery call for Emma. I locked up the lab before I left." Noah called his best friend.

"Good work, Noah. There's a leak at the F.E.A.S.T shelter in Hell's Kitchen, I'm heading there now." Peter said over the phone.

"Oh crap, need my help?" Noah asked while zipping through a water tower.

"No, I got it handled. Tell Emma I said hi." Peter requested.

"Alright man, same time tomorrow?" Arachnid asked.

"Same time man, I got to go now, bye." Spider-Man hung up the phone.

"Alright Harlem, time to put a few gangs in their place. This is gonna be so much fun." Arachnid said to himself in a vicious tone.


Harlem's local gang leaders rounded up for a meeting in one of the abandoned warehouses in the Hell's Kitchen district. Locating them wasn't hard at all, Fisk, the Maggia, or Hammerhead were a different story but these local gangs did nothing to cover their tracks. Atop the warehouse Arachnid listened in on the criminals conversing.

"OK, let's see what these thugs are discussing." Arachnid leaned in closer to listen in.

"Hey, did you hear about Fisk? The cops are close to getting him arrested." One of the two thugs spoke.

"Yeah, but still that could be months or even a year." the other thug said.

"Hmmm, that's juicy to hear. Hammerhead is gonna love this, but if Fisk goes away then I lose a major source of income. Better start branching for more help after this." Arachnid spoke to himself. "Actually I may not need it since I'll be retiring soon, still it could be useful to have contacts in handy."

"So how do you think it's gonna work? Harlem and Hell's Kitchen working together. Who's idea was this again?" Another guard lounging above the terrace was chatting with his partner.

"All I know is that the meeting here is super confidential. We can't even know who decided first. What's the word?" The other guard asked.

"Compartmentalization. I guess if the word were to get out who decided first would give an edge." The second guard said.

Zipping the first one up to the mantle, Arachnid zipped him in his special poisonous web fluid, "Rest in peace."

Checking his pockets for intel, he found a note giving the room number of the meeting.

Arachnid remained silent as he creeped to the location of the meeting. Observing the meeting for any juicy tidbits, Arachnid looked to see somebody arriving bearing a familiar face. Andy Stiletto, one of Hammerhead's lieutenants. Arachnid has met with him many times in the past. "Andy Stiletto, you son of bitch." Arachnid murmured.

He couldn't say he was surprised to see that Andy was the one organizing this, Andy was always treasonous.

"Hey Hammerhead, I know who is responsible for this little meeting. You're lieutenant Andy." Arachnid revealed.

On the other end he could hear Hammerhead laughing. "Well… Andy Huh, should've figured. Whatever, just kill everyone in the warehouse, but leave Andy alive for me."

"You got it, boss." Arachnid responded.

"Be quick Arachnid, the cops are on their way. Spider-Man too. The sooner you take care of those men the sooner you get a chance at Spider-Man." Hammerhead explained and closed the call.

"Time to clean house." With that Arachnid deployed his mechanical Spider-legs, eager to test them out. Arachnid jumped down, landing on top of the table. "Hello boys, Hammerhead sends his regards so all of you are pretty much dead. Who wants to go first?"

The first guard aimed his weapon at Arachnid only for it to be swatted out of his hand and then for one of Arachnid's arms to stab him instantly. More guards pull up their rifles at the Arachnid but in their barrage of gunfire, he leaped from the table and spun to his feet. Zipping over to the nearest gangster he leaped over to give him a broad uppercut sending him flying in the air. Webbing him in the air, he sent him slamming on a metal railing, breaking his back.

"You monster!" Another gangster shouted ready to fire on the lethal web-slinger. Arachnid webbed over another gangster and used his body as a meat shield for the incoming gunfire. Pulling out the dead gangster M9 he shot three rounds in the other one's head.

"Talk about a no-brainer, am I right?" Arachnid quipped.

Another group of thugs came in, but Arachnid threw them a web bomb. In a quick burst, webbing splattered all over them. Unfortunately, the Arachnid's signature webbing isn't the same as their friendly neighborhood Spider-Man. The mixture in Arachnids webbing gives a lethal venom at the touch. So those three guards are choking on what's left of their lives.

Arachnid continued to tear his way through every last criminal in the warehouse, poisoning, dismembering, and slaughtering all of them. The walls are covered in blood and venom webbing. Goons with gunshots to the head and broken in both mind and body.

For so long Arachnid could look at the destruction in his wake and feel nothing for these crooks, and yet this time. Something has broken inside the Arachnid.

The moment of brief sulking had to be pushed aside because Andy was escaping, police sirens were closing in and there were a lot of them. Andy tried running for the nearest exit only for it to be webbed up. "Sorry, Andy but I'm afraid you ain't going anywhere except to Hammerhead."

"L–L-Llook Arachnid we can cut a deal, let me go and I'll pay you triple what Hammerhead is paying," Andy begged.

Arachnid laughed. "Really? You don't have any money, Andy. You'd have better odds at convincing the cops outside."

At the same time Arachnid's senses kicked in, a sound of shattered glass from the roof erupted from behind them.

"Hey guys, you guys need some alone time? Maybe in a jail cell." Spider-Man commented.

Arachnid quickly turned his attention back to Andy and kicked him out cold, and turned his attention back to Spiderman. "Look Spider-Man I really don't have the time for this."

"Oh really? So how do you wanna take care of this, wanna thumb wrestle?" Spider-Man asked.

"How about we 'Arm' wrestle." Arachnid unfurled his mechanical spider arms.

"OK, we definitely need to discuss design details on those arms, I could really use a set for myself." Spider-Man called.

Arachnid lunges with his pincers out, giving him a menacing glare, like an actual spider baring its fangs. Spider-Man jumped out of the way instead the Arachnid plummeted into wooden crates and turned them into pieces. Arachnid's spider-sense located Spider-Man above the terrace ready to zip over to him. Using his pincers, Arachnid caught Spider-Man in the air.

"You Spider-Man have been an absolute pain in my ass for many years, and when we clash I always win. I'd ask when you'll ever quit, but I already know your answer. You are-"

A full barrage of gunfire erupted from the corner of the warehouse, Andy Stiletto came back into the fight with a fully armed minigun and reinforcements. Arachnid threw Spiderman away and furled his pincers away.

"Bring me both of their heads, c'mon!" Andy yelled at his men.

Armed to the teeth with automatic rifles, Arachnid looked over to Spider-Man, "Temporary truce?"

"Just don't kill anyone else," Spider-Man responded.

"Fine." Arachnid scoffed.

Both spiders zipped over to the group and began their tag team beat down on Andy and his men.

Pulling out his spider arms again, Arachnid was able to take out multiple goons. Remembering Spider-Man's condition was a pain to uphold but the plan's changed so he needs to ride the waves for now.

Grabbing one of Andy's thugs by the throat, Arachnid threw him at Spiderman to give him a kick in the head, knocking him out instantly.

"Hey Arachnid, heads up!" Spider-Man threw another thug over to him, and threw him on the ground, outcold.

Truth be told, Arachnid and Spider-Man made a great team, but the moment was short-lived when all the bad guys were taken out. No casualties luckily from what Spider-Man requested.

The last gunner managed to get a shot in Arachnid's right shoulder, "AUUUUUGGGHHHHHH!"

The shock made Arachnid fall to the ground, but he didn't stay down. Arachnid quickly picked himself back up, shrugging off the wound as if it meant nothing. Using the nearby wooden debris, Arachnid webbed the debris over at the last gunner. The adrenaline began to wind down and the gunshot in his shoulder started to grow in exhilarating pain.

Spider-Man came over to check on the Arachnid only for him to push him away. "I'm fine. We need to handle him." Arachnid turned over to Andy, and looked back at Spider-Man, "Can you web that guy? My webs carry a lethal venom, it'll kill him."

"Sure." Spider-Man wrapped Andy Stiletto and hung him in the air along with the rest of his men.

"Good work, partner." Spider-Man praised Arachnid for their unexpected team up.

"I ain't your partner and now if you'll excuse me I gotta take Mr. Stiletto here to see somebody who's gonna teach him some manners." Arachnid walked over to his contract.

"Whoa whoa, that doesn't need to be the case here. Let the cops take him in." Spider-Man suggested.

"Figured you'd say that." Arachnid delivered a hard punch to Spider-Man's jawbone. The impact was so hard it sent him flying into several other crates, unconscious.

"Now then, I gotta contract to uphold, now let's go." Arachnid was about to take Andy up in the air, but he started snickering, "Something funny?"

"You should know I have more men on the way, and by now they've already dealt with the cops outside. You can take me, but you'll leave your buddy here to my men." Andy explained.

"What's to stop me from carrying you both then?" Arachnid asked.

"You're welcome to try but you're not strong enough to carry us both for long. That gunshot doesn't seem to be doing well. So what's it going to be?" Andy gave Arachnid a choice.

Arachnid looked over at Spider-Man, and he was definitely not getting up on his own, "You made the wrong deal, Andy. With the wrong person. Unlike our friendly neighborhood Spider-Man, I'm your unfriendly neighborhood Arachnid." Arachnid shot a venom web in Andy's face. Killing him instantly.

Smacking away all the wooden debris to pull out Spider-Man, he zipped him over his shoulder and outside to the rooftops.


Arachnid hauled Spider-Man to Greenwich and took a break at the roof of the Sanctum Sanctorum.

"Hammerhead, it's Arachnid, I failed to bring Andy alive, but the job is done," Arachnid called.

"That's disappointing, but as long as he's dead, I can live with that, but you will lose twenty-five percent of your payment. Unless you have news on Spider-Man?" Hammerhead asked.

Arachnid looked over at Spider-Man, just barely regaining consciousness, but alive.

"No, he got away, better luck on the next job, sir. Just leave my payment at the usual drop point." Arachnid lied.

"Very well, unfortunately I'll have your payment ready and delivered over myself. I'm sending the address, a pleasure doing business, Arachnid." Hammerhead closed the call before Arachnid could return the compliment.

"Motherfucker." Arachnid spat under his breath, clenching his shoulder. His wound was still bleeding. He needed to do something.

Plummeting on the ground next to Spider-Man, he pulled out a medical stim on the gunshot wound. The pain was immense but quick, afterwards it was soothing and the pain went away.

"Fuck what a night." Arachnid exhaled.

"Uugh…" Spider-Man groaned as he slowly woke up, "What happened?"

"I punched you out cold and got us out of that warehouse. I think we're at that strange building in Greenwich." Arachnid explained.

"Oh yeah it does feel strange being here. Were you just talking to Hammerhead?" Spider-Man asked.

"Yeah and because of you I lost twenty five percent of my payday so… You can go fuck yourself." the Arachnid said as he was patching his wound.

"Is it just me or are we bonding?" Spider-Man chuckled through his chest pain.

"You know when you look at those other hotshots in the Raft: Mac, Alexi, Adrian, and Max. Hell, even Herman. They hate you with every bone in their body, and yet I look at you, and… You're the last thing I hate in this city. The difference between them and me is that I respect you." Arachnid said as he leaned further down his sulking.

"I gotta admit, you're an absolute pain in my side. You're definitely no paragon, but you're a spider of honor, I can see that." Spider-Man rearranged himself in his seat.

"I gotta stop doing this, man. My life outside this mask is becoming more important. I gotta hang this shit up." Arachnid was speaking absolute honesty with Spider-Man. "Besides, I've got billions stored up. It's time for the Arachnid to disappear. Hammerhead's got my last payment. You're welcome to tail us to make sure I'm being serious or we can forgive and forget here and now. What do you say?" Arachnid offered as he stood from his seat.

"Heh why not?" Spider-Man stood from his own seat.

"Just keep your distance." Arachnid snared as he swung to his payment location.


Spider-Man and the Arachnid arrived in the Southern District of New York. Spider-Man remained on the rooftops while Arachnid made his way to the group.

"Arachnid, my favorite Spider, I have your payment, plus I can put in a bonus if you-" Hammerhead was interrupted by Arachnid zipping his briefcase to his side.

"Look, I'm done Hammerhead. I mean it, I'm done wearing this mask, I'm done committing crimes and I'm done with killing. From this point on, you'll hear from me no longer." Arachnid then tried to walk away, only for Hammerhead to speak up. "Ehhhhhhh… no."

"No?" Arachnid turned around.

Hammerhead blew a smoke ring from his cigar, "That's just it Arachnid, you're too useful to just up and leave. You see, my boys always disappoint me when it comes to Spider-Man, but you don't. You put the webhead in his place and get the job done. I know sometimes you kill my men and steal stuff from me but that's just business. I'd expect nothing more from a skilled hand such as yourself. I can't let a valuable tool like yourself just quit."

"Well, I am quitting, Arachnid is done." Arachnid stood his ground.

Hammerhead laughed, swinging a shoulder over the Arachnid. "You say that kid but we both know that's not true. What is true is that you can pretend to be anything else but you can never escape who you really are. Every time a body drops by your hands, that rush of adrenaline feels good, and you like it. There's no better high in this city, kid. You need it, and I can give it to you."

As much as Hammerhead is spitting poison, he's right. Every time Noah wears that mask he feels alive. Every time he puts it on it's like he can be his worst self that he's concealed for years. Everything about this life excites him: The thrill, the fighting, the bloodshed, and then escaping with the prize in hand, (Mostly).

"I'll text you a list. Love you!" Emma's last words sprung to the Arachnid's mind. As dark as his life can be, he has her to remind him of the good he's done. It doesn't outweigh the bad, but maybe he can be more as a father.

Arachnid slithered out of Hammerhead's shoulder and zipped out to the rooftops with his prize. Making his way across the city, Spider-Man was sensed approaching from the side.

"That took guts, Arachnid. I'm proud of you." Spider-Man commented.

"Yeah whatever. Tell you what, Spider-Man, let's have a race to the Chrysler building, one more chance to beat you again." Arachnid wagered.

"Oh, that's not happening." Spider-Man picked up the pace to catch up with Arachnid.

Despite the truce between them, Arachnid is actually enjoying his time with Spider-Man. All the more reason for him to not lose this race, but he's catching up to him.

"No way you're retiring without me winning at least once, Arachnid." Spider-Man yelled.

"Don't get ahead of yourself Spider-Man. I got a trick up my sleeve you haven't seen yet." Arachnid flipped between his swing and activated his suit's cloaking field.

"Whoa, cloaking tech?!" Spider-Man was enthralled. "I've been working on trying to make one for a while and you've perfected it. Seriously, man, we need to discuss design details."

"You'll have to beat me first." Arachnid shouted.

Arriving at the Chrysler Building first was Spider-Man. For once he won against the Arachnid.

"Woo yeah, is it wrong to feel this way? It kinda does but still good though." Spider-Man cheered.

The celebration was cut short when Arachnid uncloaked himself, "Took you long enough."

"Oh c'mon, Arachnid!" Spider-Man shouted.

Arachnid laughed to his knees at the scene, "I'm gonna miss this Spider-Man, no hold on, I need a photo." Arachnid pulled out his phone and took a selfie to commemorate this humiliation, "Bam!" Arachnid clicked the camera.

"Oh man, now I have to live knowing I could never beat the Arachnid, absolute bummer." Spider-Man offered Arachnid a handshake, "You have a good life from here on, Arachnid."

Arachnid accepted the handshake, and said, "Thanks but we both know you're not gonna stop hunting me even if I throw in the towel. I know you too well Spider-Man. You love my gadgets too much and you want to see me behind bars! So good luck with that." Arachnid zipped back home.

"Goodbye Arachnid." Spider-Man waved.


Back at his apartment with a handful of groceries, Emma and Noah's future were waiting for him on the other side.

"Emma, sorry I'm late. There was something I needed to take care of." Noah apologized, shutting the door behind him.

"Noah, I was worried about you. I swear we need to talk about these late nights." Emma spoke up.

"I'm sorry I should've called and said I was gonna be late, sorry. But at least I got the groceries you asked for." Noah smiled amidst the hot water in his late arrival.

"You're lucky I love you." Emma hugged her man.

"Well you'll love this too, there won't be any more late nights. I have you and our kid on the way, absolute full-time attention goes to you, my work, and our baby."

"Babies, we're having twins." Emma just bombed at Noah

Noah hung in silence for a moment, until he asked, "What?"

"Yeah!" Emma cheered.

Noah raced over to give her a kiss, "This is incredible."

"I know!" Emma cheered.

Then he realized he needed to put away one more thing to seal off the Arachnid.

"Emma, I need to take care of one more thing before I can call this day done." Noah realized.

"Okay, be quick, I love you." Emma called.

"Love you too." Noah gave her a kiss before leaving.


The final phase before Arachnid's retirement is just before him. The abandoned bootleggers tunnel in the Southern left district. Luckily he kept this spot sealed with rubble and debris. The only way inside is a sealed gate with a keypad covered behind debris.

Inserting the code, "15624248497" the formula number for spider venom.

With just a flick of the lights, the room lit up revealing tables filled with bags of money, highly advanced tech, and computer equipment. At the center was a mannequin to place his suit, and gear to build his gadgets.

"Welp old friend, I have twins on the way and I can't carry you with me from here on." Noah set up his suit on the mannequin and left his eyes on it for a moment. Everything he's done finally ends here, "Goodbye Arachnid."

"You need me." A voice crept into Noah's mind

"What? Who said that?" Noah looked around and found no one as it should be, and yet?

"Without me you are nothing." Noah began looking back at the suit, "They will turn on you someday, scorn you till you're nothing but a hallowed husk, and then you'll come crawling back to me." Noah shook his head to those words. These words aren't real, it's all in his head, and he cannot keep running to this suit. The cold truth is, Hammerhead was right, Noah likes it too much to stop.

But he knows he has to. He's done a good job at keeping his identity secret, but eventually, he may slip up. Worst of all if Peter, MJ, Harry, or… Emma finds out then they may look at him like a monster.

Then suddenly his phone started ringing, caller I.D. showing, Peter.

"Hey Pete, what's up?" Noah asked.

"Hey, Noah I was curious if you wanted to meet up at the lab and work on the prosthesis some more?" Peter asked.

"I'd love to but I'm busy right now Pete. I have… Some items that I need to move and box up." Noah explained.

"Oh, sorry, need help?" Peter asked.

"Nah, I got this, just worry about making the world better while I worry about moving my stuff." Noah assured.

"Alright then, how's your night going?" Peter asked.

"Can't complain, especially with the news Emma gave me." Noah gave Peter the news.

"What? Is it about your kid?" Peter was getting excited.

"Not kid Pete, kids. It turns out Emma's having twins." Noah revealed.

"What?! Oh my god, that's good news! Congratulations man!" Peter shouted over the phone.

"Thanks, Pete." Noah responded.

"Well, I'll let you do your storage work, see you tomorrow at the lab." Peter called.

"See ya." Noah closed his phone.

With that Noah began unplugging his computers, collecting a few wads of cash, and locked the doors behind him.

The Arachnid is no more.


I hope everyone is enjoying Arachnid please leave a review and tell me what you think.