A/N: Oh hey, I got mail. FYI, if you don't want me responding to reviews in this way, or want your name left out, jut let me know. Anyways…

MBS41: I think there are enough 'Spider-man goes to new universe or, new universe comes to Spidey' fics. Think of this work as more of an amalgam world. Similarities, constants, differences, effects. Also, no, not exactly the same powers. Per a vote on another website, the camouflage ability was thrown out. I'll have to get my Batman stealth fix through the Arkham Series still…

Issue 3: Heart-to-Heart

"Sirius~" Olivia knocked on the bedroom door. "Sun's up, which means you should be-" She had barely finished her sentence when Sirius' door opened and he stepped out, fully clothed. "Oh! You're actually up. That's a little surprising…"

"After sleeping for two days straight, I'm very well rested," Sirius shrugged, trying to seem casual. In truth, his mind was still playing back yesterday's events. The noise of the fight (more accurately, one-sided massacre, but no one outside the restroom had to know the full story) attracted two teachers eating lunch in their rooms, and within 10 minutes, the area was flooded with more teachers, and several students with their phones out and recording. The collective explanation for the destruction was that the jocks had set off a firework indoors, and they had dragged Sirius and Peter into it as scapegoats. It was the most logical idea, if incredibly wrong on all accounts.

All three of the athletic young men screamed that Sirius had flown in like Superman and hit them with lightning. The principal concluded they had concussions, and let Sirius and Peter go with a warning to not go wandering around outside of the lunchroom to avoid this next time. As for the jocks, they were sent to the hospital, with a promise that parents would be called about this later. After school, Gwen explained she never did find Harry, but he texted them later that he was doing something during lunch, though he didn't clarify. As for Pete, he avoided and stood at arm's length from Sirius the rest of the day. The only time he looked at him was on his way home, as he looked over his shoulder fearfully at the artistic teen.

The entire night, Sirius laid awake, Peter's terrified eyes haunting his thoughts. Whenever he had closed his eyes, various spider-themed nightmares greeted him. One of the worst ones involved sprouting extra limbs, hunting down his loved ones, cocooning them in webbing, and eating them one by one. How his mom hadn't heard him in the bathroom retching at 3 AM was an absolute mystery. "Well, glad to see you're up!" Said parent smiled, unaware of her son's turmoil. "With the Stacys coming over for movie night, we need more popcorn, and I need you to go get some! Between you and George, we're gonna need a lot more snacks!"

"Hey!" Sirius playfully frowned. "I don't eat that much!" Although last night, he did have two extra bowls of Lucky Charms after a dinner of Jalapeno Meatloaf, as well as an entire box of frozen waffles (which made for an… interesting color of bile later). "Also, Gwen eats just as much as me. You never complain about her."

"Gwen is a guest and a real treat to have around the house! You live here, and as my right as a parent, I get to complain about how much you ingest," Olivia gave him an amused look, a half-smile on her face. "But because I love you, I'll complain as I keeping feed your bottomless stomach."

"Yeah, I really feel the love," Sirius muttered. "Look, I'd like to go shopping and all, but I… promised Pete we'd do homework together!"

Olivia gave her son a look caught between shocked and skeptical. "You? Doing homework? On a Saturday?"

Doubling down on the lie, Sirius smiled as he stepped around her and walked backward to the door. "I-I wanted to get a head start! Ms. Mendoza really swamped the workload with an essay about…" 'Think, Sirius!' the teen frantically considered his options.

"On… what?" Olivia asked.

"Spiders!" Sirius blurted out, internally wincing. 'Seriously, brain? What the hell!? That's the last thing I want to think of!'

"Spiders?" Olivia's tone and look slipped into M.E. mode; when she looked at people like that, it was as if she was cutting them open to see what they were hiding inside.

Still inching to the door, Sirius smiled in a way he hoped didn't show her anything. "Uh, y-yeah! 'Cause, you know… at Oscorp, there was- well, I can't say exactly, NDA and all! But there were a lot of animals! The teachers must have been inspired by all the… lab rats, and chosespiderssoIbettergoseePetebye!" Sirius turned and practically leaped through the door, grabbing his shoes on the way out and somehow getting them on as he sprinted down the steps. He barely heard his mother's voice as he ran for the subway. When he got on it, he dreaded checking his vibrating phone. When he finally did, the message on it filled him with dread: We'll talk about this later.

The text message took up space in his head, next to 'freaky powers,' and 'Pete's scared of me,' all the way to Queens. By the time he was in front of the door to the Parkers' home, he was nervous as all get out. 'Maybe this was a mistake. Even if they let me inside, what if Pete took one look at me, screamed, and hid in his room? Or worse, he could have called, like, Oscorp or the Army!? I could have a strike team waiting at that door right now, and wouldn't know it…"

Sirius might have kept rooted to the doorstep, knocked, or bolted; however, the choice was taken from him as the door swung open to reveal a kindly, older gentleman smiling back at him. "Well, a sight for sore eyes! If it isn't Dog Star!"

The man's very presence was hard to stay worried or upset in. Smiling back, Sirius waved. "Hello, Mr. Parker."

The grandfatherly soul shook his head. "No no, none of that. Over here, you're always family! Try that again."

With an amused sigh, Sirius nodded. "Sorry. Hello, Uncle Ben."

As Ben Parker walked Sirius into the home, they made a beeline for the kitchen, where an older lady with Ben's similar warmth was sorting through cans and boxes of non-perishable foods. "Look who's here for a visit, May! Dog Star's come to town."

"Oh, Sirius! How have you been?" May Parker (No, Aunt May, as was insisted by Uncle Ben) went over and hugged Sirius before he could even move or say anything. Stepping back, she looked Sirius over, frowning at something. "Peter and Gwen told us about what happened at the field trip. Are you ok, dear? Eating alright?"

"May," Ben said with the air of a long-suffering spouse. "Stop trying to fatten the boy up. Food can't solve everything."

"Ben Parker," May retorted with a tone that clearly said Ben was wrong. "I have yet to know a day when food hadn't solved a problem. Or do I have to remind you of how we met?"

"I don't think the boy wants to hear that old tale again…"

"Actually, I'd love to hear that story, Aunt May. But, I really came to talk to Peter." Sirius smiled apologetically, even as Ben gave an approving nod. Smirking mischievously, Sirius added, "But I'd never turn down one of your snacks. Everything you make is fantastic!"

As May nodded with a triumphant smile, Ben looked at Sirius with a mock look of disappointment. "Oh, now you've done it. You had to encourage her…"

"I did skip breakfast," Sirius shrugged. "A quick bite couldn't hurt-"

"Here you are!" May came back with a slice of pie, a sandwich, and an apple. "Just something quick, while I heat up the griddle for wheatcakes and bacon. Oh, Ben~ Do we have any eggs?"

Blinking at the menu laid before him, Sirius met Ben's amused expression. "A quick bite…" Sirius laughed sheepishly.

"Aunt May? Who's here?" Peter said as he entered the room. "And do I smell cherry pie…" His sentence came up short as his eyes landed on Sirius, standing in the middle of the room with a plate in his hands.

"Um," Sirius waved, even as his nerves came back a bit. "Hey, Pete."

Peter paused for a minute more, even as May and Ben looked confused at the tension between the pair. Finally, Peter walked over and grabbed Sirius by the arm, and began dragging him to the door. Granted, Sirius' new strength would not have allowed that, but the teen was too shocked by the sudden nerve and was still holding a plate of food.

"Hm?" Ben watched as the two left. "Pete, where are…?"

"Sorry, Uncle Ben!" Pete called out. "Rain check on painting that wall! We'll do it later tonight!"

"Peter!" Aunt May came to stand next to Ben, wiping her hands on her apron. "This is the fifth time you've said that-!"

"I promise! For real! Bye!" Peter dragged Sirius out of the front door, even as he was still holding the plate. Peter gave Sirius a scared but slightly determined look. "This way. And d-don't say anything until we get there, okay?"

"Did I-" Sirius barely spoke before Peter shushed him again and motioned for him to follow. Not sure what else to do, he followed his friend while snacking on his late breakfast.

The trip took them out of Peter's neighborhood, southwest to Brooklyn, and they didn't say a word the whole way. Eventually, they stopped at a boarded-up tunnel; to Sirius' surprise, Peter walked right up to it, grabbed a board… and moved it upward, as if on a hinge like some high-end sports car from Europe. "This way. Watch your step. It's disgusting in there."

Really unsure of what the hell was going on, but deadly curious enough to figure it out, Sirius followed the skinnier teen into the darkness. Turning his phone light on, Sirius noticed the tunnel had clearly been closed off, piles of rubble in their path. Peter didn't go near that; instead, he walked over to the side, kneeled down, and opened a hatch on the floor. "Pete, where-"

"Shh!" Putting his fingers to his lips, Peter pointed down the hole. Sirius aimed his light down to see a ladder that looked off to him. It took a second to realize it was because it was clean. Somehow, everything behind this hatch was immaculate, as if scrubbed cleaned of disuse. Heedless of the darkness beyond the flimsy light, Peter took the ladder and slid down, ignoring the rungs.

'Well… I woke up with superpowers one day,' Sirius thought numbly. 'Peter with his own private clubhouse shouldn't be too weird… even if it is.' Putting the phone away, and putting down the plate next to the opening, Sirius carefully climbed into the hole… before blinking and realizing he could see just fine without the light. 'Oh yeah… my eyesight's 100/20 now.' Shaking his head at how he could have forgotten that, he slid down after his friend.

Landing on solid ground, Sirius took in the new location- an old train platform. Despite being abandoned, or maybe because it was boarded up, it was surprisingly clean and only slightly aged in some areas. "O…kay?" Sirius said. "So now, can we-" The sound of the hatch closing startled the teen silent. What little light was gone, plunging the room into further darkness. Mercifully, Sirius could still see in the absence; Peter had no such vision, yet Sirius watched as he walked over to a blank space of wall, pressing on it. The section slid up, revealing a blue screen that scanned Peter's face. "Retina scan accepted. Welcome back, Richard Parker."

At the sound of the digitized voice, the lights of the tunnel went up, and the rails opened up as a train car rose from underneath. When it fully rose, the wall peeled apart to reveal an open laboratory setup. Clearly practiced at this point, Peter walked over, to a desk where several monitors were set up… with a picture of two people Sirius had never seen before taped to the corner of one screen. The woman had a familiar half-smile on her face, and the man with brown hair showing some gray sported glasses that made his face look like an older version of Peter's. "Now," Said teen turned in his chair to face a gobsmacked Sirius, "we can talk."

'We can talk? We can talk!?' Sirius thought to himself. 'Dude's acting like motherfreakin' Batman/007 shit, and just sits there and just says that!?' Sirius had a lot of things to say; instead of voicing them all at once, he took a deep breath to steady himself. "Alright... Fair's fair. I think I surprised you first. What do you want to know?"

Despite how he was basically sitting in his secret lair, Peter took off his glasses and fidgeted nervously. "W-well, it's just… At first, I thought you were t-terrifying, back at… you know, yesterday. But then I thought about how you h-helped me back at Oscorp to not choke on my own tongue. R-reminded me how much you helped me, like Gwen, trying to b-break me out of my own shell… It got me t-thinking, if you were really dangerous, you would have done something bad already. So… I figure I should ask…" Peter put his glasses back on and looked Sirius square in the face, 100% meaning it. "…Are you a secret agent?"

"Am I…" Sirius looked at his friend in shock. "Am I-!?" He proceeded to wordlessly gesture at the lab/train car and the wall with an eye scanner.

"That's why I'm asking!" Peter exclaimed. "My parents-! Well, I know they were a b-big deal. I found this p-place about t-two years ago. Hiding from neighborhood b-bullies, because Gwen had ballet p-practice that afternoon. I f-fell… down here, b-broke my glasses, and skinned my knee. Typical Parker luck. Then the wall I was l-leaning on scanned me, and the f-floor opened up. And I l-learned my parents were… heroes. S-spies for the Strategic Homeland Intervention, E-enforcement and L-logistics Division. One year later, you show up, and n-now just yesterday… I mean, like did I b-blow your cover or something? Were you… s-supposed to keep me alive, or b-bring me in alive, or… or w-what?"

Sirius flinched a little at the barb. "Peter… Do you really think our entire friendship was… what, just some crappy cover story?"

Peter seemed to shrink into a chair that, now that Sirius looked at it, was clearly made for someone bigger. "I… I don't know. Back then, after my parents d-died, I only had Aunt May and Uncle B-ben. Then, Gwen kept following me around and b-became my friend out of sheer d-determination. Even after she moved, Uncle Ben would take us to Manhattan, and we'd hang out in Central P-park and eat ice cream. In middle school, I was just supposed to help Harry with G-geography. But we both suck at it, so Gwen helped us both." Despite laughing at the memory, Peter hugged himself, looking even smaller than before. "I… I never thought I would have f-friends. Then, s-somehow, I got two. And then you. What else am I supposed to think… but that at least one of them was too good to be true?"

"Peter…" Sirius sighed before walking over and hugging him. He stiffened at first, his trembling skipping in the face of slight panic. After a few seconds, he relaxed, his trembling subsiding to a lesser amount. Once he was sure the frailer teen would shake himself apart, Sirius let go and stepped back to kneel and look Peter in the eyes. "Let me be clear, and you'd better hear me, Pete. I am your friend. I needed you guys back then too. If it wasn't for you and Gwen… and Harry, I guess…" The joke got a small laugh from both of them, before Sirius went on. "Without you guys, I… don't think I'd be half as open or okay with myself. You guys became my support, and that is not a cover. I am no super spy, I'm just… Sirius Moore."

"Okay…" Peter nodded seemingly mollified. "So, 'just Sirius Moore,' how… did you go all Captain America on those… jerks at school?"

Sirius noted with a small smile that Peter was taking his time speaking, fighting his near-constant stutter. Then, he got up and walked back from Peter, trying to find a way to explain things. "Ok… So. What happened yesterday was… Okay, I know this will sound crazy-"

"Crazier than you… being a spy?" Peter pointed out, earning a bark of laughter from his friend.

"Yeah, it might be. Might be better to show you…" Looking at the ceiling, Sirius smirked. "Okay, watch this."

"Watch what- Sirius, what are you-?" Peter's question got lodged in his throat as Sirius did a flip that took him to the roof of the terminal… only to stick on the roof and look up (down?) at him. "You… you… y-you-!"

Sirius shrugged, however with both his hands stuck to the surface of the ceiling, it looked more like he shuffled his shoulders for some new, upside-down dance move. "Yeah, freaky right? Bet a spy couldn't do that! I think? You might know that better than me."

Peter got up and walked over to look up at Sirius. "When… did this happen?"

"I wasn't doing it before a few days ago. After Oscop, and the spider bite, and the two-day nap-"

"The spider bit you!?" Peter sounded far more frantic as he looked up at his hanging friend. "Y-y-you should still be asleep! Like dead asleep! How did you-!?" Peter paused, his mouth still open for a moment with no sound coming out before it closed and he began to pace the terminal. "Those spiders were marked as radioactive, no human should be able to… an average 15-year-old couldn't… although if they were preparing the spiders for… but even then, could somebody with Sirius' body type… might be a 1-in-a-million chance, but-!"

The whole time Peter paced and muttered, Sirius crawled overhead, mimicking his area of coverage. Eventually, as Peter didn't seem to be coming up for air, even stopping in place as his muttering intensified, the raven-haired metahuman jumped down behind the kid. The thump of his sneakers still did not wake Peter from his muttering trance. Shaking his head, he reached over to tap his head. "Hey, Pete-!"

"I've got it!" Peter's head shot up, colliding into Sirius' palm and wrist-

Thwip!

…And splattering a white substance crossed between string and glue to Sirius' hand and Peter's hair.

"…Sirius?"

"Yes, Pete?"

"What… is on the back… of my head?"

"Um… I don't know? You slammed into my wrist and it… came out with a… thwip?"

"…Seriously?"

"No, it's Sirius Moore-"

"This is not-!" Peter turned his head suddenly, only to learn from a yank to his hair roots, that Sirius' hand was also stuck to his head on top of the fluid. "Ow ow ow!"

A/N: Yeah, I figured a little levity was needed after all that drama. Even without spider powers, Peter's life still seems to be a string of bad luck, however small...