Base Battle Defense

Martin Lee stared at the sword, lying on the table.

His family sword, the one thing he inherited from his father, and source of his deep rooted shame. It sat there, taunting him with every breath he took, every glimpse of its shine that Lee's eyes dared to glance at.

The sword was surrounded by a shroud of darkness. Lee could hear the screams emanating in crystal clarity. Every life taken, every cruelty the sword inflicted upon its victims, the crimes committed by Mr. Negative as clear to him as the reflection of the sky on the water. Marin Lee hated the sword. He hated how every time he so much as glanced at it he could feel the souls writhing in it, calling to him, waiting for his return.

Many times, he thought about taking this sword down from its wall. To finally put an end to his pain, to stop being reminded of every soul he had taken, sacrificed to feed the demon within…

Every time, Lee refused.

It would have been an insult to take down his past, to deny it ever happened. Lee would carry his shame with conviction, to remind himself of what he could become if he ignored his calling, the blood used to forge F.E.A.S.T. into what it was now. If Lee is to ever remain the Angel, to maintain his integrity, he needed to remember the demon he had been.

He closed his eyes, and breathed a sigh of relief. It was time to see his humble audience.

Lee gathered himself, and opened the door. He saw his F.E.A.S.T. Center experiencing another fruitful day. Barring the incident from last year, the shelter had been running as smoothly as it always had. Naruko and Akito had halted their chess game to get into another argument, as they had done for…

Ever since they arrived, Lee supposed. He walked near them.

"Yo, Mr. Lee!" Akito interrupted him. "Looks like someone's havin' a good one."

Lee smiled politely, waving at him. "I haven't a reason why I shouldn't. As long as everyone is happy, so am I."

"Glad to hear it." Akito pouted. "Have you heard from Ikari? I miss that kid, I wanna know if he's gotten it with the ladies yet."

"He's probably busy with school. Or doing something actually important." Naruko shook her head. "Ignore him. He gets dumb in the head when drunk."

"Hey! I only drank a little…"

"I actually did have a conversation with him the other day." Lee said. "He told me he was well, and depending on the circumstances he would be returning to Kokoro soon."

"What would he need in a dump like this?" Naruko shrugged. "Even Spider-Man's mostly dumped it. By the way, you said you were gonna cut down on the drinkin' there, Akito."

"Give me a break! We almost died several times last year, I'm not so willin' to think those Angels are fuckin' dead! I don't care what they say!"

"It's all just a spook show, a spook!" Naruko said. "Help me out here, Lee, tell him how it is."

Martin Lee knew better than to get between these two. Instead, he gave them a little shake of his head. "I do not believe I know enough to make a comment either way."

"He's dodgin' it, cause he knows I'm right." Akito grinned. "By the way, checkmate."

Naruko stared down the chessboard. She then slammed her head into the table. "Damn it!"

"You owe me a toothbrush! Gin was supposed to give me one, but he left with the guys already!"

Martin smiled again. "I'll leave you to your troubles. I have work to do."

They waved him off, as he walked ahead of them. The mention of Gin's absence reminded Lee of how the shelter had become emptier in the past few months. More and more people left the building, which Lee attributed to Kokoro's steadfast reconstruction efforts allowing for a greater number of homes, at much lower prices. Lee was skeptical of the government's sudden generosity, supposing that with Tokyo-3 on its way to ruin, they wanted a back up project to justify cutting down NERV's funding.

Even so, if people are being helped, Lee would not pay it any mind. It helped he had been feeling better after he received a phone call from Shinji a few weeks back.

"Mr. Lee…"

"Ikari? How have you been?" Mr. Lee said in a hopeful, yet desperate tone. "I… hadn't expected you to call."

"I didn't either. A lot of stuff happened since I left… and I felt like I had to call you."

"… Well, I'm glad you did. You're not alone are you?"

"No. I found some wonderful friends, and family… co-workers willing to help. I guess I called because… I feel like I understand a bit better. What you had to go through, I mean."

"Please, I know the sins I made in the past. You don't have to forgive me-"

"I don't know if I am the person who should. It's just that… I've been fighting my own darkness a lot these past few months, and I'm not sure if I've been doing as well as I want to. No matter what happens, I want you to know that you're not alone either."

"I…" He paused at that. "Thank you, Ikari. Is that all?"

"No. We can keep going. I do have other things to say…"

The rest of that conversation would be locked into his memory. It was a bittersweet acceptance, but Martin was pleased all the same. The boy had a remarkable courage in his convictions, and a willingness to be vulnerable around others. Lee could not be more proud of him.

"Hello. Mr. Lee?

Martin turned to the new man. "Kitagawa. Are you leaving for work?"

"Yup!" Moya Kitagawa smiled. "The MAGI isn't going to rebuild itself. Once we get things up and running, the city will have its heart back in no time. Thanks for allowing me to stay at your shelter."

"Everyone deserves a home. It would be unethical otherwise." Lee said. "You have been nothing but kind to us as well."

"Only because you're so nice with me." Kitagawa nodded. "Once I rack in enough cash, I'll be out of your hair. Bye!"

He ran to the exit, not wanting to be late. Lee smiled after him. One of the best parts of his job was helping the lost find their way back to who they were supposed to be. Whatever misgivings people had of Kitagawa, he was a good man at heart, who needed help. Spider-Man had offered him the chance, and now Lee continued the work.

Checking his watch, Lee realized he had an appointment in an hour. He continued walking to another office, only halfway paying attention to a conversation at a nearby table.

"Third time today, guys. Gang fight downtown, bank robbery on the east side, stolen goods… it's like all the crooks are coming in force."

"A crime wave in Kokoro? That's like saying water is wet!"

"No, something's different. There's all sorts of attacks throughout Japan. Not just small gangs, but the big guns like the Yakuza!"

"Why would they gather in full force like that? It's so strange!"

"Word on the street is that they're all under one guy… the Master Planner… he's after something big, we're all gonna pay if he don't get it…"

Events were taking a turn for the worse at NERV HQ.

Upon the frightening realization that Dr. Naoko Akagi, or Doctor Octopus as she called herself now, had been leaps and bounds ahead of them, the adults barged out of the conference room, racing as fast as they could to Central Dogma. An invasion had to have happened while they were conversing, and they needed an advantage fast.

"Did they already take the bridge?!" Major Misato Katsuragi asked. "Did you hear anything from Maya?"

"Nothing! I'm not getting anything." Dr. Ritsuko Akagi shouted, immense concern for her girlfriend etched over her face as she frantically pressed the button on her small comm device. "Either Maya is being blocked or… or…"

She shook violently. Misato had to grab her shoulder to keep her from falling further into despair.

"Don't count her out yet. We still don't know what's going on over there."

Commander Kozo Fuyutski did not voice his opinions out loud, one way or the other. He kept his suspicions to himself, thinking through the plan as he saw it. An invasion of NERV HQ could only be accomplished by a coordinated military endeavor, one that the Committee was perfectly capable of causing with the right misinformation trail. However, he found it unlikely that Naoko could rally a large army on her own. Her invading force had to be smaller than it could have been. Unless she had powerful allies, there was still a chance to properly defend the base.

The lights dimmed in the hallway. Fuyutski shook his head. With all the back up generators, he wondered why the power acted strangely.

It only added to his fear: they only just entered the woods. However Naoko intends to wage her war, Fuyutski knew she wouldn't do it without an ace up her sleeve. That made the situation worse in his mind.

"You should get the children." He told the other adults. "I will head to the bridge, alone."

Ritsuko breathed in and out, trying to keep herself together. She tried to push the idea of Maya possibly dying out of her mind, as Misato questioned Fuyutski's decision.

"What do you think you're doing, Commander?!"

"Securing the lives of our staff." Fuyutski said. "Without them, we won't be able to get our systems back online fast enough. You two need to deal with much bigger concerns at the moment."

Ignoring a growing growl from Ritsuko, Misato tried to change Fuyutski's mind.

"Sir, you can't just go at it alone! We need a plan, otherwise you'll end up dead too, and we'd be running around like headless chickens!"

"If we're going to take back NERV, we will need to use our strongest assets." Fuyutski pointed out. "Spider-Man, Scarlet Spider, and Black Cat are our best bet to securing the base. While you strategize, I'll help take back command of the bridge."

"But sir-"

"That's an order, Katsuragi! We need to reestablish contact with the rest of Japan. You're supposed to have a keen strategic mind. Use that intelligence for something!"

Taking a deep breath, Ritsuko returned to her senses. "I'm coming with you, then."

"Doctor, that is not an advisable-"

"I'm not going to let Maya die out there, not by herself!" Ritsuko reached out for the collar of Fuyutski's shirt, slamming him into the wall. "She won't be sacrificed for your sorry ass!"

Fuyutski breathed. "I- I wouldn't let that happen!"

"I don't believe you, you lying sack of sh-" Ritsuko bristled at the grip on her shoulder. She sighed, letting go of Fuyutski to stare at her friend. "Misato?"

"I wouldn't worry too much about Maya. Something tells me she'll be able to take care of herself. But the Commander is right." Misato spat out those words, making her disgust clear. "We have our own priorities. Right now, he isn't going to do anything other than help."

Fuyutski raised an eyebrow at the wording, but nodded. "You have my word."

"Fine." Ritsuko shook her head. "Don't make me regret this."

She pulled out a set of ear pieces from her lab pocket. Fuyutski and Misato attached the devices into their ears.

"We'll all be on the same frequency. Don't lose them."

"Roger, Doctor." Fuyutski nodded. "Well, if this is the last we see each other… farewell."

He turned his backs on them, making a run for the bridge. Misato and Ritsuko stared on, glaring at the man who they conspired against.

"You don't believe him, do you?"

"Like I said, I trust him about as much as I can throw him." Misato explained. "But I don't think he'd betray us at this stage. Not without reason. He still needs us to do his dirty work."

"Fair enough." Ritsuko said. "I'll keep an ear out in case…"

The threat went unfinished. Misato simply nodded her head.

"Then, let's go."

Meanwhile, Fuyutski's thoughts raced alongside him as he made his trek to Central Dogma.

Nothing had gone according to the scenario. Nothing would ever return to it, if there ever was a chance. Gendo Ikari blew his opportunity, and got himself locked away, with none the wiser as to him having Adam. Shinji Ikari was the infamous Spider-Man, more than capable of surviving in the real world. None of the Evas had an S-2 engine, and couldn't be used to control Instrumentality for themselves. The old men were dead.

The old men were dead… Fuyutski could almost taste the words in his mouth, yet he couldn't make them feel real to him.

The cause of so much of his suffering, his misery across the years, and they were but casually murdered by Naoko. They seemed so powerful long ago, behind their holograms and grand scheming… yet in the end, they were only human after all. He and them were not so different in that regard. He had to know…

Was it even worth it, in the end?

Yui, his precious Yui, placed all her cards on her boy. He was the one who had to make choice between Instrumentality and reality, so Yui could use that chance to escape an Earth doomed by a dying species. However, Shinji threw that way by remaining firmly planted in reality, dedicated to the smaller picture and helping people in any way he could, even if it inconvenienced him. Fuyutski used to do that once, a long time ago as an ordinary professor, at an ordinary university. If he had his way, he would have remained there for the rest of his life, eventually settling with the woman he loved from afar, and remained an innocent man.

But those days were long over. Any semblance of an innocent man were destroyed when Gendo and Naoko blackmailed him into working for their organization.

With Rei out of reach, along Yui's dream, Fuyutski was left to ponder. If Naoko had her way, no one would leave the base alive. He wasn't sure if he could accomplish much of anything at this stage, but at least he could fight to give others a chance to live. He would try to do that.

Even if he had to resort to helping his enemies.

They were not as clever as they thought. He knew for certain that Misato and Ritsuko plotted against him, waiting for the right time to turn on him and remove one more threat to the world.

He could only give it a brief, amused little smile. The kind made with the awareness his time was coming to an end. It promptly vanished, just as he approached the door to Central Dogma.

It was now or never. Fuyutski sighed deeply, preparing himself. If this went wrong, it could mean the end of everything. He had to give the mission everything he had. Therefor, he slammed his foot at the door, bursting into the room.

"Aoba, status report-"

He froze upon being greeted by the sight of slaughter.

Fuyutski was sure the bridge would be a war zone, a battle between the agents and the military forces. A terrible fight, but a manageable exercise in defense. Instead, it was all he could go not to gasp at a scene out of his worst nightmares.

Lt. Maya Ibuki clutched her arm, trying to cover the wound left from the bullet lodged inside. Lt. Makoto Hyuuga was held hostage by Ryoji Kaji, the Chameleon- of course it had to be him, Fuyutski thought with some rueful sarcasm. He knew for certain that the man known as Kaji would do anything to obtain the truth. At one point, Fuyutski speculated he would have kidnapped him to get the information he wanted. Evidently, the lengths Kaji would go through involved collaborating with the enemy force.

In the center of the bridge, the frightening monster known as Dr. Octopus stood over the bodies of the S.H.I.E.L.D. agents scattered around the room. Her tentacles slithered about, their writhing, ticking sounds raising the hairs on Fuyutski's head. It only got worse as he noticed that, behind her, the head of a Mass Production Evangelion sat on the floor. Its teeth grinned as if expecting his arrival.

Evidently, Naoko had also been waiting for him. Her grin matched the monster in terms of cruelty.

"Hello, Professor! Or should I say, Commander Fuyutski. You've certainly earned that promotion with a good boy you've been all this time! It's been so long, and you showed just when I expected you to!"

One of the mechanical arms reached over to the Eva's head, gently caressing its sheen. Naoko gazed upon the creature with a deranged fondness, appreciating it like a work of art. Her reverie was only mildly interrupted by a message through her ear piece. She pressed a finger to it.

"Yes? You secured the hostages at that secret passage way? Good. Keep them there." Naoko turned to the Eva. "You should go back to your brothers. We're counting on you for defense."

The Eva gave her a slow, pondering nod. It kept its grin as it rose from its resting place, and made thunderous stomps that shook the base violently. All who watched were entranced by its horrific majesty, spreading its wide, white wings to escape through the hole it created, not too long ago.

Fuyutski was the first to turn away from the monster, looking over the helpless Maya and Makoto, who pleadingly stared back at him. He waved his finger to the computer on Maya's side. She darted her eyes toward it, at first confused by this instruction. However, she let out a breath when she realized it held the key to saving their lives.

"Naoko, stop this." Fuyutski told Naoko. "You had your revenge, murdering the old men. Why are you here?"

She sharply turned her attention to him, letting out laugh at his insolence.

"Do I really need to answer that question? You know what you did."

"I know what you did." Fuyutski said. "You're not innocent in any of this, Doctor. You were just as culpable as Ikari was in bringing about this miserable hell. You were there when he forced me into your work! This is petty, even for the likes of you!"

"Nobody's perfect." She shrugged. "Not like it matters, anyway. You'll be dead soon. A repayment for ruining my life."

Fuyutski took a step back, hearing the sound of keys typing to his left. He continued.

"You ruined it yourself! You were never satisfied with your work, always working to outdo yourself, no matter what lengths you had to go through! You were always jealous and hollow! Even without Kokoro, you would have snapped and killed someone someday-!"

"Don't patronize me, you old fool!" Naoko shouted. "My work was the only worthwhile thing I ever did with my life. You and Gendo, you heartless little schemers, you couldn't let me have that, could you? No, you had to ruin everything for me just because I dared to know about your little plans! Plans that I agreed with, you blithering idiot!"

"Don't think you can weasel your way out of this one, old man." Kaji added his own two cents, his arm clutching Makoto's neck hard enough to make him groan in pain. "You're still an accomplice to this whole thing. NERV, SEELE, it's all one big party playing at God. You're not any better. We know you're not any better."

Fuyutski turned to him. "I could say the same for you! Why are you working for her?! She was in on it longer than I have!"

"I got my own agenda, Commander." Kaji sneered. "You'd understand that perfectly, wouldn't you?"

Fuyutski barely bit his response to that. He began to sweat from his forehead.

"What will killing us accomplish?" He asked Naoko. "This carnage is pointless, it won't make anything better for you! Do you understand how deep you are in, right now? When all this fails, it will drag you through the mud worse than what you already did to yourself!"

Naoko sneered. "And tell me, who started my downward spiral into this pointless carnage, as you call it? It certainly wasn't anything I did. You helped him ruin my life. You mustn't run away from yourself, Commander, and certainly not reject responsibility whenever it's inconvenient."

Her arms took her over to a corner of the room, to the right. Within that corner lied a large metal box.

Her old box, which contained the first ever working MAGI computer system.

Naoko remembered the hours she spent putting the machine together, wiring her brain to the three components needed to run such a powerful device. She remembered the many notes she pasted on the walls to remind herself of the little things that slipped by while she worked, the snide comments she made about her co-workers, her frustrations with Gendo, how important her research was to her.

It defined so much of her life. The box contained so many memories, good and bad. Naoko could look back on that with some twisted form of fondness…

A harsh swipe of her mechanical arm destroyed the box in a matter of seconds. Naoko laughed in triumph, as Maya gasped in shock. She had witnessed a marvel of scientific revolution destroyed before her eyes.

"But… why?! How could you do that?!"

"I wouldn't be going through the trouble of all this if it were purely about revenge." Naoko spoke with alarming calmness. "If that was all, I'd just send the army here to kill you, and that would be the end of it. No, I'm here for a much grander purpose. I want to eliminate my past-"

One of her mechanical arms clawed at a gun lying on the floor.

"- And replace it with something new. Something gorgeous. Something… superior."

The tentacle slithered past the other adults, making its way towards Fuyutski. Its clawed lifted the gun into his hand, and dropped it there. For his part, Fuyutski watched Naoko, baffled by this turn of events.

"Go ahead. Shoot." She smiled. "I dare you."

He raised an eyebrow in confusion. "Why would I?"

"I want to show you all how pointless your efforts would be, if you decide to fight." She nodded. "So, go ahead. Shoot. You have nothing left to lose now, do you?"

Indeed, he did not. His finger didn't even twitch.

He fired a direct shot toward Naoko's head. Maya couldn't help but scream at the burst of blood from the head, clearly not expecting that from the Commander. Makoto had his own, rather shocked reaction.

"WHAT THE HELL WAS THAT?!" Makoto yelled out, before Kaji chocked him harder with his arm. "Gah! Stop that!"

"Give it a few seconds."

Kaji stated simply, counting down the seconds before the real surprise.

Naoko lowered her head but a fraction. Her forehead bled a thin streak down her left eye, over her mouth, and past her chin. She remained unresponsive, her body still as her robotic tentacles stilled along with her. Fuyutski didn't move from his spot. After all he had seen, at NERV and with Spider-Man, he was more than wary at what the doctor could have planned.

"What was the point of this game?" He spoke out loud. "Death doesn't create anything."

"Oh, but it does, Professor. We build things on top of corpses all the time."

Her voice came as a jolt to the others, apart from Kaji. Raising her left hand, Dr. Octopus grabbed the bullet from her bleeding head. The injury left behind vanished in a matter of seconds. Her blood covered fingers flicked the bullet away, and wiped the remains off of her face. It was as if nothing from within the past minute had ever happened.

Fuyutski dropped the gun from his hand, as he hurriedly took a few steps back. Only now did he comprehend what he was dealing with.

"Y-You… what have you become?!"

"Oh, will you look at that?" Naoko gleefully smirked. "I have powers too. But that's not all-"

A tentacle snapped towards Fuyutski's neck, lifting the man into the air. He choking a gasp out of him forcing him to turn his eyes toward Maya. She saw him plead for his life, but could only watch him helplessly.

"Commander- ack!" Maya clutched her arm again, the pain from the bullet returning. "Damn it, stop! Stop all of this, Doctor!"

"No, I don't think I will." Naoko shook her head. "He needs to pay for his transgressions against me."

She stepped towards Fuyutski, lowering his body just enough so they could look at each other face to face. Dr. Octopus couldn't help but take pride in the fear in his eyes. It made the next part so much better, in her humble opinion.

"See, you're probably thinking that since you're the Commander, I can't kill you. That I need information from you in order to secure the base, or some such nonsense. I'm sorry to say, you're not that lucky."

Dr. Octopus took off the glove on her left hand. She raised that hand, a scarred, mangled little thing that appeared burnt from being too close to the fire, and placed it over Fuyutski's head. She had to be as gentle as possible with her grip, to make sure her newfound strength wouldn't kill him. Not until she was done.

"It might blow you away to know, I never needed you. I only need what's inside your head."

It started as a phantom sensation.

Fuyutski barely noticed it, too busy paying attention to the doctor staring him down. A curious ringing in his ears crept to him, like a virus entering the bloodstream, inching ever closer and closer…

Before long, it turned into a blistering, searing pain Fuyutski could not ignore.

He couldn't feel his lips part, or hear his own screams. He only felt the pain around his head and begged to make it stop. In a flash, he saw his life play out before his eyes. Everything he could ever remember, from the beginning of his childhood, to becoming a professor, to his time at GEHRN, to meeting Yui and Gendo, to this moment, they all came over him in a violent stream of consciousness.

Suddenly, he was back at the lake. That lake, from all those years ago.

How could he forget? It was the most important day of his life, the one that set everything he had been working for into motion. The water looked so beautiful back then, its surface blinding from reflecting the shine of the sun. Even those sights couldn't compare to her. He turned to his side and saw Yui Ikari holding her baby close to her chest. She spoke about her hopes for the future, the mission she took upon herself, and the sacrifices she had to make to see it become to fruition. She had entrusted him with this information, over her own husband, knowing he would understand.

Fuyutski smiled. In that moment, with her and her son alone with him, he could pretend his life went into a different direction. He remembered the smell of strawberries that day…

It was the last thought he ever had, as his body fell limp to the floor. His face was rendered unrecognizable, a horrid shape too terrible to describe…

Dr. Octopus breathed heavily from her nostrils. Absorbing a person's memories was always a messy process. Even with plenty of practice, Naoko couldn't pick and choose which parts to steal. She had to receive all of it at once, much to her burning irritation.

"Good." She clutched her head. "That was… quite the load… wait…"

The sheer amount Fuyutski had in his head sent the Doctor into something resembling a catatonic shock, forcing her to her knees to process it. The sight was enough to make Kaji turn his attention away for only a second…

"Doc, are you-?"

Which Maya used as her window of opportunity.

"Makoto, press the button!"

Typing into her keyboard, a chute opened a few feet away from Maya's feet. She leapt through the hole, thoroughly confusing Kaji just as another chute opened in front of him.

"Wait, what's going on? This isn't part of the plan!"

Makoto took his stand. He swiftly elbowed Kaji in the gut, and jumped into his own chute.

"See ya, chump!"

He stuck his tongue out, as the chute shut tight. Kaji, regaining his bearings, turned to the console. As Aoba, he had heard of an escape chute installed into the bridge not too long ago, but hadn't been briefed on all the details. He could see that an override had been activated, meaning he wouldn't be able to open the chute again for another twelve hours.

At this new information, Kaji desperately clawed at the controls in an attempt to open the hatch again. Every key he pressed brought a repetitive, long list of error messages, rendering his efforts futile.

"Don't tell me I just got punked by Hyuuga." Kaji said, before blinking. "I'll kill him next time."

For now, he had to help his boss.

Kaji ignored the console to look over Dr. Octopus, who was still dazed, her tentacles fiercely shaking from the mental strain placed on her. He spotted an ear piece lodged into Fuyutski's ear. Kaji swiftly snatched the device, before Naoko could notice.

"You're not too hurt are you?" He asked Naoko. "We're invading a paramilitary compound, we can't have you losing your nerve now."

She groaned, composing herself. "Don't worry about me. Worry about your inability to hold two powerless technicians within your line of sight. Woe to you." Dr. Octopus smirked again. "Besides, I had already anticipated this outcome. Those idiots were always going to escape that way. They don't matter, not nearly as much as what I just learned."

Kaji raised his eyebrow. "Oh? And that is?"

She brushed the hair away from her eyes, as the mechanical arms lifted her up into the air.

"Right now, I need to set up my base of operations. Gendo has Adam embedded into his hand. You need to retrieve it… anyway you'd like."

"Really? What about you? Aren't you going to get revenge on him?"

Naoko shook her head. "Please. I'm well past letting that waste of oxygen dictate my actions. You have your score to settle with him, don't you?"

The Chameleon smirked. "You bet I do."

"So, we're not gonna talk about the fact we nearly got vaporized by that electric guy?!"

Marie Vincennes, the Black Cat, complained to her friends. She had every reason to, given they were all nearly fried to pieces by Rai Shiraishi, the powerful Electro. Rather, the rest of the group were too focused on running to really answer her. NERV's corridors had a way of blending together, as many who walked its labyrinth paths would attest to, and they needed to be ready in case of another attack.

It didn't help that the lights in the hallways kept dimming on and off, while other corridors were flooded with bakelite seemingly at random. There appeared to be a power outage at every corner, which only frustrated the teenagers. Thankfully, they had someone who knew what she was doing.

As the most experienced with NERV HQ, Rei Ayanami lead the team. They followed more or less lock-in-step behind her. Each one had their own issues to air out as they continued down the path.

"He can't be the only one in here. Not if Dr. Akagi is involved." Shinji Ikari, also known as Spider-Man, said what was at the forefront of their minds. "We need to find Misato, and Ritsuko! We have to let them know what we're up against!"

"Right, keep your guards up, idiots! With the luck we have, we're bound to get another freaky bad guy around the corner!" Asuka Langley Soryuu, the Scarlet Spider, gazed towards her girlfriend. "Think we should head to the Evas already, Rei?"

"That would be wiser than staying out here." Rei said. "Though I doubt there would be no resistance on our way to the cages."

"All the more reason to keep going." Asuka waved an arm. "Move it, people, we're on the clock!"

Marie groaned. Her boots were starting to chafe. "Really? No one gonna mention us nearly dying? Just me?"

No one answered.

She sighed, already used to being ignored regarding dangerous situations. Really, what was the use of her being with the team if she's a glorified extra? Marie had wondered that herself since she arrived at NERV, along with questioning whoever designed the facility in such a way that it was easy to get lost. She would find that person, and kick them in the shins the first chance she got.

"Where even are we?!" Marie asked. "Everything in this whole base looks the same!"

"Quiet you!" Asuka glanced at Rei. "But, and I hate to say it, she's got a point. Do you know where we're headed?"

Rei turned her head slightly, just enough for the group to see her roll her eyes at them dismissively.

"You had months to memorize the map. Shame on you. We are heading in the direction of the conference room, so we could rendezvous with Major Katsuragi and Dr. Akagi."

Asuka smirked. "Hey, not my fault the map's in Japanese. You know how bad I am with them."

"No one is not adept at everything, Asuka. That is why to make up for your deficiencies."

"See, that's how I know we're meant to be. You're actually prepared. It's how we compliment each other so well."

"There are places you could stand to put more effort into. Your handwriting is still terrible."

"It's boring trying to learn Japanese! I'd rather be staring at you."

"You flatter me." Rei blushed. "That won't save you from practice."

"Darn, and I was thinking of having another upside down kiss with you."

"We can do it when we're out of here. For now, we must press on."

"Whatever you say, Rei. I'm just saying, it'd be fuuuun~!"

Spider-Man and Black Cat gave each other a blank stare upon being subjected to the couple's idea of flirtatious banter. They couldn't do much about the exchanges but cope in their own way. Shinji was used to tuning them out, ever since Rei moved next door and came over every day for breakfast, lunch and dinner. Marie could not be any more annoyed.

"Are we getting close?!" Marie shouted. "I don't know how much of this I can handle!"

Rei rolled her eyes again. She made a sharp turn around at a hallway to the right.

"I believe this is way-!"

"You got that right! Hands in the air!"

The teenagers came face to face with a squad of armored soldiers, each with ten millimeter guns ready to fire at them. Rei discerned there were about six men, each trained to shoot at a twitch. It wouldn't matter what they said, the soldiers were clearly itching for an excuse to fire.

One of these men, a man with a four dotted helmet, walked in front of the squad. Rei surmised he had to be their leader.

"One of NERV's pilots, and a whole bunch of costumed maniacs." He grinned. "Looks like it's our lucky day. Raise your hands up, and maybe we won't dropping you like flies."

Rei shook her head. "You think you have the advantage. You do not. In fact, my friends are more powerful than your weapons."

The soldiers laughed. From their perspective, what could these kids do? It would be extremely unprofessional if they lost to a bunch of children.

"Quit actin' like you're better than us!" The leader said. "You're not in any position to talk here, kid. Now like I said, move your hands up, or we shoot!"

Spider-Man turned to the Scarlet Spider. "I don't know. What do you think, Scarlet?"

"Not sure." The Scarlet Spider raised a fist, allowing a green poison blast to surface. "Why don't we bring a knuckle sandwich!"

Rei swiftly lowered herself to the ground, allowing Asuka to blast the leader across the room. The other soldiers did not fair much better, as Spider-Man and Black Cat dashed toward them. Spider-Man kicked a soldier into the wall, making sure to web him there to prevent escape. At the same time, the Black Cat jumped atop a soldier and crossed her legs around his head. She used her momentum to throw him to the ground, knocking the man unconscious.

The two remaining soldiers prepared to fire, except at that moment, they both felt a metal shard attach to their chests. Upon glancing down, the shards burst into nets of webbing, wrapping them both in cocoons.

"What the hell!- HMMMRRR! HMMMM!?"

They couldn't escape the web-cocoons even if they wanted. The Scarlet Spider saw to that, grinning that her latest web device actually worked.

"This is bullshit!" The soldier webbed to the wall yelled out. "They're kids! They can't just beat us, we're elite soldiers! ELITE SOLDIERS-!"

He was promptly socked in the jaw by Spider-Man, which shut his mouth before he could continue.

"That's that." He said, waving his hand for a bit. "That was all of them right-?"

"HOLD IT RIGHT THERE, YOU MANIACS!"

In the midst of their breezy takedowns, the last soldier had wrapped his arm around Rei's neck, pointing a gun to her head. He snarled like a beast at the surrounding teenagers.

"Nobody fuckin' move! I dare you! You touch me, she goes boom!"

"Rei!" Asuka growled at him. "Don't you dare lay a finger on her, you psycho!"

"I'll do whatever I want!" He yelled back. "Now, stop your bullshit and stand the fuck down!"

He kept the gun trained on Rei, walking with her backwards past the walls and away from the superheroes. He grinned at them with an unearned sense of confidence. He readied the finger to trigger the gun at Rei.

"It's just business." He spat out. "Nothin' personal, kids-"

Whatever words he planned to say, they were promptly cut off by the sharp sound of a gun shot.

A blast of blood burst from his head, as he fell to the floor. Rei stood there, her face locked in shock. A new figure entered the hallway.

"Don't mind me." Misato reloaded her gun. "Nothing personal."

Spider-Man was the first to react to her approach. He took off his mask, a relieved smile on his face.

"Misato! You're alright!"

"Not just her." Ritsuko arrived right after. "None of you were hurt, were you?"

The children shook their heads, each letting out a breath. After two perilous death traps, they were glad to see familiar faces- ones that notably weren't going to kill them. However, two were still stricken by what occurred.

Marie watched over Rei, who kept an impassive expression through her ordeal no doubt still disturbed by what nearly happened to her. They both glanced at the dead soldier on the ground. Rei observed it in broken clarity, as if pieces were slowly falling into place within her mind. For her part, Marie could only frown at the wasted life in front of her.

"Not that I'm… ungrateful you saved our lives and everything." She said carefully. "But did you have to shoot that guy in the head? You could have hit him anywhere else."

Misato shook her head. "I'm sorry, Marie, but we're in a combat zone. Any second more and he would have killed her. I'm not taking that chance."

"I'm glad you did." Asuka said. "I'd rather she be alive than think about what he would have done to her. Let me look at her."

She walked over Rei, giving her a look over. Marie wasn't convinced by this logic, silently wondering if there was a better way that could have been handled. She looked to Shinji, eager to get someone to back her up. Instead, he could only shift uncomfortably.

"I don't like that it happened anymore than you did, Marie, but Misato was right. Rei could have died and… well, let's try not to kill any more than we have to."

He gave her his most honest perspective. The way her face fell left him disappointed ta himself for failing to help. Shinji then turned to Misato.

"We were attacked in the simulator. Rai told us that Dr. Akagi is behind this."

"You were attacked?! Shit," Misato swore. "We were in the conference room not too long ago. Naoko told us she was invading with an army." She narrowed her eyes. "Rai didn't mention anyone else?"

"No, just him and Naoko." Shinji shook his head. "But if she could convince him to join her, I'm assuming Sunako won't be far behind."

"That's the Sandwoman, right?" Ritsuko asked. Shinji's nod confirmed it. "Well, then. We're assuming she sent the JSSDF to attack us, or at least a significant portion of its fighting force. No doubt they already slaughtered half of the staff, so we need to be at the ready."

The threat laid in the air, bringing out unwelcome feelings of fear from the children. Shinji had some experience in this regard, having already fought yakuza back in Kokoro. But neither Asuka nor Marie were prepared for the reality of a faceless, armored squadron ready to kill them for interfering.

Rei, however… she could only recoil in horror.

"… Why…?" She asked. "Why would they go follow her orders, if they… they…?"

She couldn't bring herself to say the words. If they were tricked into fighting NERV by SEELE, she would somewhat understand this ruthless invasion. They would be exterminating a threat that, to them, would bring about the end of the world, no different from the lengths NERV went through to kill the Angels. But that was what they were up against. Rather, they came face to face with an invasion lead by a dangerous, mad supervillain, the one who murdered for her own petty pleasure, who nearly killed her brother… who had actually killed her in the past.

Why would they follow someone like that?

"They were probably promised something." Asuka answered her, seeming to read her mind. "Money? Power? Whatever she told them, it got them to obey like perfect lapdogs. They're the ones throwing themselves into this mess…" Her hands glowed in power. "We're going to need to fight tooth and nail to stop them, before they kill all of us."

"Maybe… but it's just…" Marie shook her head, overwhelmed by what she had just head. "This is too real…"

In an odd display of reassurance, Ritsuko placed her hand on Marie's shoulder, gently shaking her.

"So long as we're alive, we'll make it out of here. Somehow." Ritsuko frowned. "I can't guarantee anything, but we have to believe in that."

Marie tried to stop the shaking in her voice, as she swallowed a lump in her throat. "M-Maybe… maybe…"

It wasn't much, but Ritsuko could feel a sense of energy returning to Marie. Before she could privately celebrate this fact, a small beep came from her ear piece. Ritsuko hurriedly pressed her fingers into it.

"Come in? Is that you, Commander?"

"Ritsuko? Oh, thank goodness, it's you!"

Maya! Ritsuko let out a gasp.

"Oh my God, Maya! You're alive!" She practically yelled, which notably got Misato's attention. "What happened? Where's Fuyutski? How did you get this signal?!"

"I'm glad to see you're doing well too, Ritsuko!" Maya let out a relieved chuckle. "I'm fine, me and Makoto are fine. We managed to get a computer running down here to talk to you. Listen, we were attacked at the bridge by Naoko! The S.H.I.E.L.D. agents-" She hiccuped. "They're dead. They're all dead. The Commander- Fuyutski bought us enough time for us to escape down the chute. We're currently somewhere in Terminal Dogma!"

"Terminal Dogma?" Ritsuko raised an eyebrow. "Who else is with you?"

"Makoto. He's feeling more upbeat, he won't shut up about beating Kaji. He was here, disguised as Aoba. I don't know what he did with the real Aoba."

He was here too? Fuck. Ritsuko contemplated her choices.

"Me and Misato are with the children. Stay put, we'll be there soon. I doubt the military would head down to Terminal Dogma, but pick out a weapon just in case." She decided to ask. "What happened to Fuyutski? Is he there with you?"

"N-no… he's dead… she killed him." A chocked sob. "She's a monster… wait, Ritsuko! You need to know this! S-She can regenerate! Naoko- she had the Commander point a gun at her and- and- she somehow survived that! She f-flicked the gun like it was nothing! Then she grabbed his head an- and- he died instantly! She somehow powers like Spider-Man! Like Shinji!"

The thought of an unstoppable, un-killable, murderously violent Naoko Akagi sent shivers down Ritsuko's spine. She continued to listen.

"S-she also found the secret passage… she's holding everyone in that place hostage! Someone, any of the kids, maybe they can do something!"

"We'll see what we can do." Ritsuko stated. "We'll see each other soon. For now, like I said, stay put."

She turned to Misato, who nodded her head. "I heard everything."

"Good. That makes things simpler." Ritsuko went to explain to the children. "Listen. Maya just explained to me that our systems have been compromised. The bridge is down and everything is under my mother's control."

The corridor darkened right then. The group let out a startled gasp, as the light came back, only dimmer than it was before. Ritsuko continued.

"Okay, given what we know of Rai's abilities, he would most likely be somewhere in the central power system, controlling the electricity around the base. A team needs to head down there and stop him."

"It's not just him we have to worry about. Or Sunako." Misato also explained. "Kaji is here too, working for Naoko."

"That scumbag's helping he?!" Asuka bristled at the mention of his name. "Gr, if I see that moron again I'm gonna knock some sense into him and that witch!"

"I wouldn't recommend that. Maya told us that Naoko isn't the same… she has powers now, enough to heal from a bullet to the head."

Shinji and Asuka lowered their mouths in surprised at that new revelation. Asuka herself couldn't help but feel outraged.

"How the hell did she get powers like us?!"

"She couldn't have possibly been able to do that… unless…"

As soon as Shinji realized it, he had to facepalm. "Oh no…"

"What is it, dork?"

"She probably used the blood she took from me in order to analyze it and-" He shook his fist in rage. "She's using my powers to herself! I'm such an idiot!"

"Damn it, Shinji!" Asuka growled. "First you don't have your spider-sense, you gave the enemy your powers, what next, you gonna tell us you gave the bad guys the keys to HQ?!"

Wait. Misato piped up. "What's this about not having spider-sense?! Shinji!"

"I don't know how it happened, but-" Shinji scratched the back of his head. "It hasn't been working right since…" He breathed. "Since I got out of the Eva."

Misato was furious. "How could he hide something like that from us?! You shouldn't be fighting out here!"

"I'm not going to leave you by yourselves." He said. "I still have plenty of experience and can help! I won't go."

They stared each other down, neither backing down from their convictions. It got to a point where Ritsuko had to cough into her hand.

"That is a problem, but we can manage. There is one more thing I should mention. Mother figured out the secret passage way, and her men are holding the evacuation crew hostage."

"She did what?!" Shinji shouted. "We're going to have to help them!"

"Frankly, I don't think it's a good idea for you to fight. You don't have your spider-sense!" Misato shook her head. "There's no time."

"Make the time, we can't just leave them there!" Asuka said. "We need to save everyone we can from this nightmare, or we'll all be damned to Hell."

"But, Asuka-"

"No buts! Either we save them, or we won't move!"

Ritsuko clutched her nose. "Okay. Fine. Shinji, you and Vincennes will head out to rescue the hostages. Around that area, you can take a tunnel through the out field, directly towards the central power system on the other side."

"What about us?"

"Asuka, you and Rei will need to head to the cages and enter your Evas. My mother brought out the Mass Production variants. We will need them taken out if we want a chance at outside help."

"Those creepy monsters you showed us?" Asuka nodded. "Roger. They deserve a whoopin' from us."

Rei raised a skeptical eyebrow. "Is there nothing else we can do?"

"This is the best chance we have, Rei." Misato said. "I know it's not much, but with your help we'll be able to cover a lot of ground."

Reluctantly, Rei nodded. Misato continued.

"Ritsuko and I will head down to Terminal Dogma and join up with Maya and Hyuuga. We'll try to hack the MAGI through there, but we won't be able to make progress unless you manage to take down Shiraishi."

After that, Misato allowed herself to wrap her arms around Shinji and Asuka's shoulders. She hugged them tight to her, and felt them hug her back. Misato had to fight herself to let them go instead of keeping her children with her forever.

"I worry, but only because I'm so proud of you. Both of you. You overcame so much, even when I haven't stepped up when I should have. I know for a fact that you'll make us all proud today."

Asuka caught something in her throat, before smiling. "Thanks."

Shinji didn't say anything. He hadn't needed to. He simply patted Misato's back, as she let them go. Misato gave Shinji a glance over, and decided on something.

"Shinji?"

His eyes widened when Misato took off her cross necklace, and wrapped it around his neck. She smiled.

"Asuka doesn't need luck. You though? After what you just told me, you need it more than I ever could."

Shinji stared at the necklace, holding the cross close to his chest. It was this object that restored his sanity while trapped inside of the Eva, which caused him to fight to escape the trap set for him. He clutched it in his hand, promising to guard it with his life. For her sake.

"I won't lose it." He pulled the mask over his face. "I'll come back, like I always do. I promise."

Misato nodded. "Good. See you all."

With that, the heroes split and fled. None of them were aware that this would be the last they'd see each other all together on this day.

The road to oblivion is steadily approaching.

Gendo Ikari had a lot of time to think.

What else could he do, from within his cell? Mope? Bang the walls for guards who never appear? For Fuyutski to release him, knowing he would never give up an advantage? For Katsuragi, who's infuriating determination threw him off balance one too many times?

He was worthless to NERV, and he knew it. The only trump card he had lied in his hand, and even that only served as a cold reminder of what he had lost.

Gendo wondered if Fuyutski had told anyone the truth. He doubted he would, not on purpose. Fuyutski needed to keep as many cards under his sleeve as he could, if he wanted any chance of obtaining Instrumentality for himself and Yu-

He violently shook his head.

Maybe he was wrong. Maybe Fuyutski did tell the Major after all. The old man was a coward at heart, it was how Gendo coerced him into joining NERV. Fuyutski most likely fibbed to save face, and increase his chances of survival. Anything he could do to live, Fuyutski would have taken it. Humans were all the same in that respect. Few would meaningfully sacrifice themselves for a greater goal.

No one knew that as much as Gendo did. He traded much to obtain heaven, to reach true happiness for the world. Most of all, he traded his own soul to be with the woman he loved so much, and the son he despised but knew deep down she would want kept close to her heart. Gendo was afraid of Shinji, and the future, but his every action was for them. For Yui, most of all.

Yet, in the end, where did that leave him? A son who hated him with every fiber of his being, a facsimile of his wife who mocked him under her breath, a long line of broken, used lives that serviced his goals… a wife who betrayed him since the very beginning.

Happiness was always out of reach for him, a fact Gendo understood since he was a boy. Why fight for it, especially now? Why bother living, when all he worked for felt like a lie?

Was this how Shinji felt when he left him on that train station all those years ago?

Gendo thought he would spare him the heartbreak of a flawed, distant father, a man who at once loved him as his own and hated him for stealing Yui's attention. Even someone as broken as him understood that such a person would not be fit to raise a child. Rei Ayanami was nothing more than an experiment. He could distance himself from her, actively use her for the plan. No matter how she devoted herself to him, he wouldn't care. It was easy for him, and evidently, it was easy for her to turn against him once his son treated her with compassion.

No one who would mourn him, especially now. He hated everyone. NERV. Katsuragi. His son. But mostly…

He hated himself.

Gendo couldn't remain deluded any longer. He brought the misery upon himself for the last decade of his life. Trusting Yui was a mistake, as was sacrificing so much of himself to her when she had been lied to him the whole time. But everything else he did, unrelated to that goal? That was his fault.

It left him to pondering fate will do to him next. What will he do now, as the end approached and his efforts went to waste?

The answer came immediately. He heard a pounding on the door.

"Go away. I have no need of visitors."

"Why not? Your time is up soon."

His eyes sharpened at the voice. He immediately recognized who it belonged to.

"How did you get in here, Agent Kaji?"

"The base is being invaded. I tagged along with the Doc. Why don't you come out for a talk? I'd like to get a good look at your hand."

Gendo raised an eyebrow. "You're not working with the Committee?"

"Hell no. They're all dead."

That sentence threw him for a loop. His heart almost stopped upon hearing it.

"H-How? Who…?"

"Your old accomplice, Naoko Akagi. We had a plan ready, and now, we're invading the base. We're gonna reshape the world to our liking. But we can't do it until we get a good look at your hand."

"… what for?"

"Don't play dumb with me, sir. I delivered Adam to you personally, remember? Give me the hand, and you might get out alive. It depends on how I feel, honestly."

"Might? Very reassuring of you."

"Boo-hoo. I died too many times to stop now. What's it going to be? You cooperating, or me taking Adam from you?"

Gendo looked at his glove-covered hand. He stared intently at it for a good, solid minute, thinking about what he should do. He clutched and opened his fist, as if expecting the answer to appear from thin air. Whatever decision he made, he doom himself. So he thought long and hard,

"Well?"

He closed his eyes, taking a deep breath. A memory flashed in his mind.

"If it's a boy, we'll name him Shinji. If it's a girl, we'll name the baby Rei."

His decision was made with sudden clarity. Gendo frowned, shutting his hand into a fist.

"No. I don't think you'll be receiving anything from me, Kaji."

An amused chuckle came from the other side of the door.

"Good. I was hoping you'd say that."

The door burst open. Ryoji Kaji moved like a man on a mission, knowingly keeping the gun to his holster. He smirked at the disgraced former Commander of NERV.

"You have no idea how long I've been waiting for this." Kaji moved his neck, cracking it. "I'm gonna make you suffer."

Gendo glared at him. "I'm sure you will."

Before Kaji could respond, Gendo promptly slammed his body into Kaji's, knocking him to the floor. Gendo quickly went on top of the man, and used his fists to punch him as hard as he could.

The burst of adrenaline blinded him to various facts. Most importantly, he forgot he was a middle-aged man of science, while his opponent was a trained secret government agent. As such, Kaji grabbed a hold of Gendo head, and slammed a knee into his stomach. Gendo was out of breath, as Kaji then kicked him away. He then lunged at Gendo, eager to lay the smackdown on him.

"Oh don't get mighty with me!" Kaji said over the blows he dealt Gendo. "You don't get to act like a hero after all you did!"

Gendo managed to grab a punch, and delivered a headbutt towards Kaji. It only briefly knocked him off balance, before Kaji regained his senses tackled Gendo to the floor. He pushed him down on one arm, as the other fiddled with his pocket to find something.

"Why-" Gendo gasped. "Why are you working with her? Why even start Third Impact? You have nothing to gain."

Kaji laughed. "You wouldn't get it. You and your precious Committee fucked everyone over for centuries. I'm on undoing all of that, especially if it involves double crossing the Doc."

"So that's it?" Gendo groaned. "You want to undo your past? Make your past disappear and have Katsuragi fall in love with you- GAH!"

A stomp of a boot crushed his arm. Kaji glared at the older man.

"You don't get to say her name! You wanted to end the world to be with your wife. I'm going to save the world for everyone, no matter how wide the ocean is between me and her… You, Ritsu-poo, the old men, the world's problems will disappear once you all do."

He brought out a knife from his pocket.

"I knew this would come in handy."

A quick swipe of the knife. Blood spilled to the floor as Gendo screamed in agony. Good, Kaji thought with sadistic satisfaction. He gazed upon the hand he ripped from Gendo, and made sure to take off the glove. The twisted, horrid little Angel embedded in Gendo's hand was still alive, much to his chagrin.

"It's been a long time coming." Kaji grinned. "Naoko's right about one thing: you're an afterthought. Even she's moved on. I should do the same."

It didn't stop him from kicking the man while he was down. Kaji held up the sliced hand for Gendo to see.

"Sayonara, Ikari. With any luck, you'll be dead from blood loss soon enough."

Gendo's vision became glassy, as he was forced to watch a blobby shadow turn around and walk away from his line of sight. He could barely focus on the retreating form, nor could he hardly feel the pain from his missing limb. All in all, Gendo felt nothing, even as the blood began to drip from his mouth. Abandoned to die in an oppressive, metaphorical dungeon of the fortress he helped design, Gendo couldn't help but feel it fitting. Another lost soul in a graveyard of the damned.

He would not be missed by the rest of the world, for he would be seen, quite rightfully he noted, as a nightmare that was long since due for an ending. Nobody would begin to care what happened to him now, if they ever had in the first place.

Gendo Ikari had a lot of time to think. On his place in the universe, what his mission would be now that Yui was unobtainable, and what he would do if he survived past this day. He never hated anything more than himself in this moment, unable to rise from the floor and fight for his life.

"G-Get up…" He spat out. "I have to… live…"

A cough. Gendo continued to pull himself from the floor, only to lose balance.

Even if there would be no chance, he couldn't die here. Not while he lived. Death created nothing. Gendo recalled the words Yui had once told him-

"Anywhere can be heaven, as long as you have the will to live."

-He tried to hold onto that. He raised his hand to the ceiling.

"If this is my punishment… Then I accept it with grace…" Gendo said. "But I need more time… I cannot die yet… Not while" He coughed. "Not while I still breathe…"

It was as much as he could let out, as he closed his eyes. Gendo let the ringing around his ears blare, as he fell into unconscious. In any other circumstance, that would have been the end for him. A horrible man, who made horrible choices, who left the world a worse place than when he entered it, dying poetically by the hands of one of his victims. An ironic, but fitting exit for the likes of him.

If he could hear at the moment, he would have heard the sound of a shell cracking not too far from where he was.

If he had his eyes opened, he would have been able to get a glimpse of the white, liquid form slithering toward him.

If he was sound of mind, he would have realized his prayer would be answered, soon enough.

Crawling through these vents wasn't exactly Marie's idea of fun, but she knew better than to argue now.

Shinji reasoned that trying to pass through the hallways the normal way was a bad idea. Electro had complete control over the power system giving him multiple chances to block their path. The air vents, while hardly the most flattering of positions to be in, at least afforded them more of a chance to sneak around without raising suspicion. Her experiences have taught her not to put too much faith in luck, but she didn't have any better ideas.

She had trust in Shinji's judgement, despite her reservations. It was the nature of the universe… one she was having an ever increasing dislike for.

They had been traveling through the vents for the past forty minutes, squeezing their bodies through tight shafts and weak structures. Marie was sure she heard pipes break apart somewhere in the distance, almost expecting the two of them to be hit by geyser blasts of heat at some point. It never came, but the thought remained there.

Why did she have to be here? Why couldn't trouble just be as simple as fighting one cartoony supervillain and going home, instead of being stuck in life or death combat situations? It just wasn't her day.

"Are you okay, Marie?"

She blinked. "Huh?"

"You seemed a bit out of it." Shinji explained. "Like you were deep in thought."

"Oh." She frowned. "Well, I was thinking, but it's not a problem."

Spider-Man shrugged. "It's okay if you're heaving doubts, Marie. Too many times I've gotten into trouble wondering how I ended up there."

"Really?" Marie raised an eyebrow. "What'd you say to yourself to get out of it?"

"That if I don't, Misato would cross the afterlife to beg me to come back and clean the apartment. Have you seen her place when I'm not around? It was more than a bit messy."

She laughed at that. "For real?"

"That sounds mean, I know, but it's true."

He scratched his head, trying to think of an answer.

"This is going to sound weird, but, I think a lot about how I would die. All the worst ways a fight could play out, with me shot, stabbed, burnt in an explosion… and strangely, that usually ends up pushing me to fight harder? I don't know if that makes sense, but while sometimes thinking about the worst case scenario can paralyze you, it can also give you the right motivation to push yourself forward. Am I making sense?"

Marie shook her hands. "No, no, it does! Kind of. If you're thinking of the worst, you fight harder. I get that. I'm just…"

She sighed.

"I don't know how much that applies to me… my powers, they never came for free. The magic protects me from the consequences, making them apply to someone else. That's the nature of bad luck. I always get away scot free."

"You don't think you'll get out of this?"

"I knew the risks going in. We were always going to have to fight. It's just…"

Her voice shook a bit. She closed her eyes.

"My mind keeps thinking to that soldier, how he nearly killed Rei, and how Misato had to shoot his… his…" Her eyes opened again, a shimmer forming. "The reality just hit me, you know? People are dying. I don't know how to deal with that."

Surprisingly, or perhaps not given what she knew of him, Spider-Man nodded with her.

"To tell you the truth, I'm barely keeping it together as is." He said. "I've been in situations like that, being threatened with death, or the thought of someone else dying. At least three times I've had to fight my way through places of death. Take it from someone who's been there, everything you're feeling? That's normal. It's what happens when you're trapped in battle without being asked, and that's fine. You're not crazy for taking issue with death."

Somehow, hearing those words brought a wave of relief to Marie.

"Thank God. I thought I was- was- I don't know, crazy."

"Nope. Just human." Shinji said. "I'm used to criminals and supervillains by now. Those soldiers were going to kill us without a second thought, and to be honest, I don't know what I would have done if they… killed Rei…"

He shook his fist in rage. Marie frowned.

"I don't know either." She admitted. "I don't like what this is turning me- well, I guess us into."

"Me neither…" Spider-Man became more thoughtful. "You know, once we free them, you could join the hostages."

"Hm?"

"Someone needs to protect them once they reach the outside. You could go with them, make sure they don't get attacked on the way out. No one would complain if you did."

Marie had to admit, it was a tempting offer. The chance to avoid having to take a life, to leave a war zone with her soul intact. It was tantalizing. However…

"What about you, though? You're not joining me?"

Spider-Man shook his head.

"I can't run away, not at this point… if I do, everyone might die. That's the responsibility on my shoulders, and I mustn't run away from that. I mustn't run away from myself, or my responsibility."

A sad smile formed on her lips. "No, you can't can you?"

"Sorry. That's just how it is." He blinked. "Hm…"

"What?"

"I remember Misato telling me I shouldn't run away… But I heard it somewhere else before too. Long before all of this." Shinji waved his hands around the vents. "Before NERV. Maybe… maybe, deep down, I always had it in me to keep going."

"I don't know how you do it." She sighed. "Anything I ever touch dies…"

"Hey." He grabbed her shoulder. "You're better than you give yourself credit for. You could have abandoned us all to die at any time, but you stayed. You helped us fight the symbiote, and are helping us now. You've got this."

Marie smiled, and nodded. "Thanks."

Maybe he was right. Maybe… she can believe in herself. Maybe she wasn't the only one.

"No problem." Spider-Man came to a stop. "Okay, we're here."

"Already?"

"Yeah. Take a look."

They peeked through the vent, and gazed into the tunnel. Many medical and staff personnel were on their knees, kept their by the barrels of guns. In the middle of chaos, was a man in a- in Marie's opinion- disgustingly ugly yellow suit. Spider-Man recognized the gauntlets in his hands.

"That's Oshiro, again. The Shocker." He said. "We can't attack him just yet. If we're going to do this, we need to take out the bad guys one by one. Think you're up for that?"

The Black Cat purred. "You got it, Spider! It's time for the Cat to come out and play~"

Mana Kirishima was waiting. She was tired of waiting.

She kept her hands in her uniform's pockets, starting to believe the right time to strike would never come. Mana had to admit, the soldiers were prepared. They kept their guns on them at all times, making sure to disarm opposition through coercion, or demoralizing the crew through harsh words. Thankfully, they weren't totally thorough though but it was small comfort.

"Keep your mouths shut!" Shun Oshiro, aka the Shocker, shouted into the crowd. "We hold the power here! We have control over the base! Your friends? Most likely all dead, thanks to us, the Master Planner's army! If you do not want end up like them, you keep to yourselves, and do not fight, or there will be consequences!"

God, he was pretentious, Mana thought to herself. Every so often he would make that same speech to kowtow the crowd into submission. The worst part? It worked, as they were kept separate from one another, and hardly spoke. There were only whispers of prayers, or tearful begging for the chance to see their families again.

Konoe, her surprise nurse friend during her time infiltrating the NERV hospital, wished she would return to her house and have another private session of tea. Mana's blood boiled having to think about her or anyone else getting hurt down here thanks to these lowlife scumbags wearing armor.

However, there was hardly anything she could do. If Mana made one wrong move, a hostage could, and would, die. That was not a risk she was willing to take.

She had thought of ideas. She had debated back and forth on rallying the crowd to fight off their hostage-takers, using the chaos to her advantage to shoot as many enemy soldiers down as possible. At least that would neutralize a threat on this side of the base, and avenger her comrades.

However, even putting aside that was a plan she would have done, getting a whole load of innocent people killed just for the results, none of these people were trained for a proper fight. They would be slaughtered by the rest of the fully armed soldiers, the distraction too swift cut down to work. It was a stupid move, so Mana took that off the table.

Cutting the knot and just shooting the Shocker dead? She'd get shot, and in the panic and lack of proper unifying leadership, the soldiers would also shoot the rest of the hostages.

Shooting any of the other soldiers? Same result, with Shocker getting more antsy.

Mana promised herself there wouldn't be any more pointless sacrifices. So, against her restless instincts, she waited. Eventually, an opportunity had to come from somewhere.

Her faith was rewarded, when from the corner of her eye, a soldier was silently plucked from his spot by a red and white blur.

She couldn't completely turn her head just yet, but Mana had a funny feeling about who could be doing this.

She kept her ears trained to her sides, a smirk forming on her lips. A thwip sound was heard, another one pulled up into the ceiling. Another caught in a trap, and taken away. The soldiers hardly noticed, too busy bullying their victims to notice their own people being taken one by one.

Enough were cleared from the room that Mana dared to look up.

As expected, Spider-Man webbed his prey to the ceiling. Mana could only smile, finally getting to see him in action. If only the circumstances were more ideal, she thought. It was a mild surprise for her to find the infamous Black Cat working alongside him, though hardly unexpected. Mana observed the Cat was plenty strong herself, with the way Spider-Man lowered her next to a guard and lifted him away with nothing but pure muscle.

S.H.I.E.L.D. had kept an eye on them for some time, and Mana had to admit, she admired them both for their incredible strength, and their bravery. Not a lot of people had the guts to do what they did, but Mana could respect courage when she saw it.

Well, that and their impressive costumes, but that was neither here or there.

Mana couldn't count from her position, but she did hear some loud murmuring from the guards. Evidently, Spider-Man and Cat disposed enough of them that people were starting to notice. Unfortunately, one of those people was the Shocker, who stomped over to the fearful crowd.

"You brainless cretins!" Obviously, Shocker was not pleased with his minions. "Someone is picking you apart like flies while you're fiddling with your thumbs! Focus, or I'm execute you in the name of the Master Planner!"

"Geez, relax." A soldier complained. "You're way too hung up on that bitch. She'll be fine with one or two losses, no one cares!"

Oshiro felt rage pouring in. Idiocy never changed, even amongst a supposed elite military unit. Forgetting himself, he slammed a fist into the soldier's chin, causing the others to be stunned silent.

"You worthless fools do not understand the true scope of her plans. The Master Planner is brilliant in her simplicity, and she needs every single asset to be at their fighting best. Do you understand? Or would you like me to put you out of your misery for defiance?!"

Not a soul dared to challenge him.

"Good." He continued. "I have a safe bet on who we are fighting, and happen to know the perfect bait to lure him out."

Mana could tell that, in spite of his dorky costume, the Master Planner was wise to keep Shocker as an asset. Whatever else, he could always be counted on his devotion to the cause, whichever he committed to, and that devotion to transfer from him to his own men. Perhaps it was the result of his background as a devoted company man, or a grit he gained in his time as a criminal, but Oshiro's presence forced the others to remain submissive to his orders, no matter what they were.

It made all the more difficult for her when the Shocker pointed in her direction.

"Can you hear me, Spider-Man? Do you see those two? If you don't come out, we'll make an example out of them. Can you truly have that on your conscience? I do not think so."

Two men approached Mana and Konoe. They surrounded the pair of nurses, with one of them deciding to forcibly grab Konoe by the hair.

"P-Please let me go! What are y-you doing?!"

"Hey, put her down!" Mana yelled, before having the gun pointed at her. "You scumbag!"

"I'm the scumbag with a gun." The soldier said, before turning to his partner. "Now shut that girl up. We got examples to make here."

The other soldier, a somehow nastier man, shoved Konoe to the ground without care. He pointed the gun at her, grinning like a maniac.

"I'm gonna put some lead into this bitch. She's been nothin' but a crybaby all day."

"P-please don't hurt me!" Konoe pleaded, tears forming in her eyes. "We h-haven't done anything…"

"Too bad. If you wanted to live, you shouldn't have been here. Now, say good night."

In the second the man placed a finger on the trigger, Mana could only see red. Her already thin patience finally snapped.

The scene slowed to a crawl in her head, as her body forced itself to move faster than her brain could keep up with. Mana pulled out her hands from her pockets, revealing a smaller set of golden gauntlets attached to her wrists. The gauntlets blurred together, as they fired strings of light directly toward the intruding soldiers. Both men were confused by this sudden attack.

"W-what the hell?! This ain't worth shit- AAAAAHHHH!"

Both were engulfed in an electric shock, causing them to scream from the current overwhelming their senses. Then, they dropped to the floor, completely incapacitated from the electric shock.

Not a lot could penetrate advanced military hardware. These special electric stingers provided by S.H.I.E.L.D., however, could do the trick just fine.

As the stringers retracted back to her gauntlets, Mana let out a sigh, the repercussions finally sinking in. On the one hand, Konoe was alive. She gazed up at her rescuer in wonder.

"K-Kirishima… you… where did you- I mean, how are you doing this?"

The smile that formed on Mana's face was genuine, even if it meant her cover was blown completely.

"It's a long story."

Mana could hear the clicks of guns aimed at her direction. The other shoe dropped, as now that her cover was blown, all of the attention was on her. Mana cursed herself, wondering where Spider-Man or Black Cat were at and why they didn't attack at once.

"Don't make promises you can't keep." Shocker said. "Whatever you are, you're not a nurse."

"Yes and no. I've had the training." Mana glared at the man. "Leave these people alone, Shocker. They have nothing to do with this."

He clapped his hands, basking in her annoyance.

"On the contrary, they are the key to keeping you from interfering with us. So long as they live, you won't interfere. I know this, because if you're who I think you are, you would have killed us at any time. You care for these people, which leads me to my question…would you really like to see them die from your own miserable resistance? Or will you surrender like the dog you are?"

She bared her teeth at him, furious at this man for daring to order her around. However, she couldn't deny his point. Mana on her own could pose a threat this squadron, but not when lives were at stake the way they were now.

"Huh, nine of you and one of me…" She said, observing the number of soldiers remaining. "Those are bad odds."

"Indeed. What will it be?" Shocker asked. "Your surrender, or their deaths? It is your decision."

"Actually, it's ours, and we don't approve."

His eye twitched involuntarily upon hearing the rather familiar, irritating voice he remembered all too well. His men attempted to fire, but found their guns were suddenly jammed.

"What the hell?!" One said while throwing his gun to the ground. "This thing is a worthless hunk of- ACK!"

He was unable to stop the Black Cat, who swooped in from above and kicked him down to the ground. She grinned at the others.

"Bad luck, boys~ Try better next time."

She threw her grappling hook around two of the other guards, before pulling the rope towards another set to knock them down. Spider-Man followed close behind, swinging in front of the Shocker to grab his attention.

"Hey, Shocker! Long time no see! Where'd you get that outfit, it's somehow uglier than your old get up!"

Shocker aimed his gauntlets at the rapidly moving web-swinger, firing blasts whenever he could at him. Unfortunately, his aim caused him to knock down the last three of his men left standing. He cursed himself, refusing to be foiled by this frustrating nuisance of a brat yet again!

"I had to wear this as penance. But once I destroy you, I will prove myself worthy of the Doctor!"

Before he could blast again, while Mana slammed herself against him, forcing his aim to be off. She kicked his leg away, and would have landed a punch if the Shocker hadn't caught it in her grip.

"Save your prayers!"

With his other hand, he blasted Mana away from him, knocking her into the Black Cat as a consequence. The Shocker got up in time to dodge Spider-Man, who rolled into the floor after diving from his web.

"You have interfered for far too long!" He yelled. "Prepare to suffer the consequences, boy!"

Spider-Man swiftly jumped into the air, avoiding another blast from Shocker. Unfortunately, it hit one of the pillars, causing the cave to shake violently enough for rocks to start falling. Shinji realized this just as he landed behind Shocker.

"Shocker, hold it! You'll collapse the entire cave on us if you keep waving those gloves around!"

The Shocker let out a laugh. "You think I don't realize that? I am prepared to die, you are the only one concerned with lives at the moment. Destroying you would be a pleasure."

Before Spider-Man could move an inch, the Shocker placed his gauntlets together.

"I wouldn't move if I were you. While you may save yourself, the people behind you would surely suffer!"

Turning his gaze for a second, Shinji cursed himself to realize the Shocker was right. The scared, horrified reactions from the hostages kept him from moving. Instead, Spider-Man raised his arms in surrender.

"Okay, fine. You win. Put those gloves down and stop it."

"Oh no, I'm not that stupid." The Shocker said. "You are in just the right line of sight for me to kill you."

Marie regained her senses, realizing someone was on top of her. She turned her head to find Shocker readying another blast at Spider-Man.

"Not so fast, Shocker." She murmured. "You're not nearly as scary as the other guy."

She pressed into her amulet, making it glow as the Shocker laughed in triumph.

"For over a year, you ruined me. Now you die! Farewell, wall-crawler!

He pressed onto his gauntlets. Nothing fired.

"What? Jammed? But how-?!"

It gave Spider-Man more than enough time to launch webbing at those gauntlets, preventing them from firing again. Shocker only had a minute to react as his enemy wasted no time knocking his face in with a punch, making him fall to the floor unconscious.

"I think you had a case of bad luck." Spider-Man said. "Thanks a lot, Cat."

"Don't mention it, Spider." Marie lifted the girl from herself, getting back up. "You weren't too bad either, Miss… erm, who are you? Where'd you get those bracelets, by the way, they look awesome."

Mana blushed. "Well, I was sort of saving them for a situation like this. I couldn't move until you got here. Thanks for the save by the way."

The crowd slowly rose from their knees. Many of them kept silent, still afraid of another attack incoming. However, several clapped their hands for the heroes who saved their lives from these monsters. Spider-Man waved his hands toward them.

"You're all safe now. The rest of NERV is in trouble, we're working on that. Wait patiently, and you'll all get out of here alive."

"What about our friends?" One of the doctors said. "They said they raided most of the base by now!"

Spider-Man shook his head. "I can't guarantee anything. But we're gonna try to save everyone, as much as we can. Right now, the first step is leaving through that door into the outside world. Get to safety."

At his words, hope returned to the eyes of the people. Through their murmuring, they began to organize themselves toward the exit. It left plenty of time for Spider-Man to march over to the two girls off to the side.

"Kirishima, that was quite the brave thing you did." Spider-Man said. "But something tells me you didn't pull that out of nowhere."

"You know her?" Marie whistled. "Woof, she's got moves, a real life saver back there."

"I appreciate it, but…" Mana frowned. "I wish I could have revealed this in a much better way, but we don't have much time."

She unbuttoned her nurse uniform. Shinji and Marie blushed at this act, before they saw what lied underneath: it was a match for the S.H.I.E.L.D. uniforms the agents wore, aside from the colors, which were a striking black where the blue used to be, and red replacing the normal white boots, belts and pouches. A customized uniform, which only made it clear to the duo that Mana wasn't just an agent. She was a unique case.

Mana saluted the pair.

"I… haven't been entirely honest with you during our date, Ikari. I'm not a nurse… officially, I'm Mana Kirishima, S.H.I.E.L.D. Agent 42."

Spider-Man was silent. Due to his mask, it was difficult for Mana to determine if he was angry, or disappointed. It truly did too good of a job hiding his emotions. She wanted something, anything, even if it was shock or him relaying to her how betrayed he felt. Instead, the uncertainty made her insanely self conscious.

"Wait, you two dated?"

Marie interrupted the increasing tension, first by pointing at Mana, then back to Shinji, amazement visible her face.

"Wow. I mean, she's pretty badass. I wouldn't mind going for her myself, just saying."

Mana blushed again. "Um, no thanks, I'm good." She scratched the back of her head. "Sorry, Shinji."

Spider-Man sighed, crossing his arms.

"… We'll talk about this later."

It was the best answer he could give, Mana decided. She didn't push her luck, as she watched him turn to Marie.

"Last chance, Cat. What do you want to do?"

Marie shook her head. "I… don't know… I feel like after we took down those guys, we might have an actual chance. Give me a minute, I'm not sure-"

"Anybody there, come on! Hurry!"

Spider-Man and Black Cat heard Asuka's voice over their ear pieces. They pressed their fingers into their ears.

"What's going on, Asuka?" Shinji asked. "What happened?

"Rei's been kidnapped, and I need one of you to help me out!"

Minutes before-

"FREEZE, LADY, OR WE'LL SHOOT- AAAH!"

The Scarlet Spider made short work of the intruders. One by one, each soldier fell to a series of kicks and soft poison blasts from her hands. They weren't dangerous enough to kill, but just strong enough they'd feel that for a few days. Asuka thought it would be hypocritical of her to start killing people after the long soul searching she had over her role as Venom, so she tried to keep true to her newfound oath.

She just though it would be nice if these idiots would stop popping out of the wood work to test that oath.

Another corridor crossed, several men down, and Asuka smirked at the scene in front of her. All the intruders defeated. She clapped her hands.

"It's over, you can come out, Rei."

Rei appeared from behind the corner. She deliberately ignored the soldiers lying on the ground, some moaning in agony over their defeat. She tried not to think of what would become of them once they left.

"It appears all is well here." Rei said. "What should we do?"

"Let's keep going up this way. There's somewhere we need to be."

Asuka clutched Rei by the hand, and lightly jogged with her down the hallway. She was gentle, careful not to hurt her girlfriend. Rei gazed around the passing corridors in their vision, and realized something.

"Asuka, this is a roundabout way to the cages. Where are we headed?"

"Heh, I should have told you." Asuka smirked. "I've been working on an upgrade for my suit, ever since we picked out Shinji's red and white pajamas. It'll take a while to charge, but I figured given our situation… it wouldn't hurt to have back up."

It made sense, Rei supposed. "Will we be there soon?"

"Oh sure." Asuka said. "Actually, this is it."

The lights on this hallway were dark. Asuka had to admit, Electro knew which parts of the base to cut off power to. The labs around this area could have served as effective hiding places, if people were allowed to actually enter them. A ruthless choice. The enemy knew the terrain rather well.

It only served as more motivation for Asuka to kick their asses when she found them.

She stopped just outside of a door. Normally, she would need Ritsuko's access key to open it. Fortunately for her, she had her own, unconventional solution.

"Stand back, Rei. I got this.."

Her hands glowed. Suddenly, the door was ripped apart and shoved to the floor.

"I'm swiping it and going." Asuka told Rei. "Hold on a minute, don't go too far."

Asuka entered the small laboratory. Rei stayed outside the door, preferring to stare at the wall in front of her instead.

"What is this suit you were making? Is it anything like what you made for Ikari?"

"Sort of." Rei could hear Asuka from inside, along with metals being pushed around. "Shinji doesn't need much beyond the basics, given he has all the powers. I figured that if we're going to fight an army, we're going to have to build a suit that could take on that army. I had this whipped up for the job."

"Let us hope it works. I am not convinced the soldiers will be as easy as what we had encountered."

"Believe me, they won't. Which is why I…"

Asuka's voice was closer now. Rei turned her head.

"… came prepared."

The new suit… well, Rei supposed the red and gold color scheme was to be expected. It was a skintight costume, covering her whole body this time. The yellow spider-symbol was the same, but now the boots were and gloves were laced with gold, and the mask completely covered Asuka's face. The lenses were wide and sharp, the whole design serving to give her a stronger resemblance to Spider-Man.

"Behold, the Scarlet Spider 2.0-"

Four mechanical stingers snapped from her back, sharp and ready for attack.

"With kung fu grip." Asuka grinned underneath the mask. "Cool huh?"

Rei raised an eyebrow. "Were you going to use that on normal criminals? Because that would be extremely excessive."

"… No." Asuka's voice cracked a bit. "Like I said, it's for the army. Which we need get away from right now."

There was no disagreement there. She and Rei ran it further down the halls, now searching for the Eva cages.

"We should be heading to the cages straight through here!" Asuka said. "There's a direct line once we take this spot, right about- OH come on!"

As per usual, whenever something seemed easy there would always be an obstacle ready to stop them. In this case, the hallway was sealed in hard, crimson Bakelite.

"You gotta be kidding! That was the best path forward!" Asuka shook her head. "Hold on. I think I can break this easily."

Asuka charged up a poison blast. She smashed her fist into the Bakelite, hoping to crack the wall in an instant.

It barely made a dent.

"Dammit! This wall's thick… Hold on, we'll get through! Just wait!"

She proceeded to continue punching at the Bakelite, aiming to break it further each time she did. Rei passively stood by, watching Asuka try to bust the wall down.

"Asuka… I have been wondering."

Another punch. "What is it? Nervous about the fight? Me too, worst part is that we're gonna miss everything happening down here."

"Perhaps that might be a good thing."

Another punch. Cracks were beginning to show. "What do you mean?"

"I…" Rei gathered her words. "I do not like how the situation is escalating."

"This is war." Another punch. "Whether we like it or not, we're gonna have to fight somehow."

"That is not in dispute."

"Then what's the problem?" Another punch. More cracks showing. "We can't waste time thinking on this."

"… What will come afterwards? When we win this battle?"

Asuka stopped her punch. "Eh?"

"The planet is dying. We caused it through Second Impact, and even if we survive this day the people responsible will still be here."

"That's all the more reason we fight. So we can keep going."

"What if that isn't enough? Will we be able to implement the solutions before we destroy ourselves? Will we truly be able to find salvation in our failures, our mistakes? The future is becoming increasingly unclear, and I do not know if our efforts will be enough."

Asuka finally looked at Rei.

"Look. I don't have all the answers on this. No one does, from what I know. But one thing I know for sure, is that every problem we come across we've been able to beat with our own two hands. Science created this problem, science solves it, humans made it, we fix it. We're going to have to do some serious thinking on how we're gonna take responsibility for our problems, but I think the best place to start is with ourselves. Get me?"

Rei gave her a reluctant nod,.

"Good. Now, give me a sec.

Charging her hands again, Asuka punched the bakelite. Her fist managed to break through the crack, onto

"Hey, not bad-"

Her spider-sense tingled.

Before she could react, a burst of sand poured through the hole she created. It covered the entire area, preventing Asuka from seeing Rei in the storm. She had to activate the infrared vision inside her suit, only to spot an ever retreating Rei being pushed away from her.

"ACK! REI! HOLD OUT YOUR HAND!"

The Scarlet Spider jumped to reach out for Rei's hand. Rei attempted to reach back.

"I am trying but- no, I am being taken!"

"NO!"

The living sandstorm pushed Asuka to the floor. She could only watch as Rei disappeared from her line of sight, the cloud taking her away.

"GAH, AFTER EVERYTHING AND I'M… I'm… still so WEAK!"

Asuka punched the floor in frustration. She cursed herself for her perceived weakness, and got ready.

"Damn it, damn it, damn it! Need to call the others…"

"That sand freak made off with her! I'm gonna find Rei, but I'll need someone to come and help me track her!"

"Shit!" Spider-Man shook his head. "I'm heading over-"

He felt a hand poke at him. Shinji turned to find Marie shaking her head.

"No, Shinji. You heard what Misato said." Marie told him firmly. "You need to head over to the central power system to stop your friend. Right now, I can help with Asuka."

"But-"

"No buts." The Black Cat grinned. "You were right. There's no turning back for the likes of us. If you're not running away, I won't either!"

Spider-Man stilled himself upon hearing her words. He smiled underneath the mask.

"That's the spirit, Marie. You take care of yourself out there."

"I always do, Spider. Remember: I kicked your butt twice."

Shinji shrugged. "You were lucky."

"Always am. Always will be."

With a wink, the Black Cat jumped back to the ceiling, easily squeezing her way back into the vents. Mana watched her go.

"She is quite good…" She turned back to Shinji. "You're headed for the power system?"

"Yeah. Rai- he has electric powers." Spider-Man explained. "So long as he's there, the army has power over the base. We have to stop him."

"Then I'll come with you. You'll need the back up."

"I'm not so sure that's a good idea-"

"I owe you one for saving our butts, and we need to stick together." Mana told him. "Don't worry, I'll be able to keep up with you."

"…"

Spider-Man hesitated to bring her along. Marie and Asuka, they had powers they could use to take care of themselves. Ritsuko and Misato knew their way around the base. Rei could use the Evas. Mana? After what he learned, he wasn't so sure if he could accept her help easily.

"K-Kirishima?"

Both turned to the voice. Konoe gazed at Mana with something approaching wonder, amazement, yet a subtle pang of betrayal. Mana frowned.

"Hold on, Spider-Man." She told him. "Gimme a second with her."

Mana walked over to her friend. She grasped Konoe's hands into her own, and smiled.

"I'm sorry I didn't tell you sooner. These past few months we've had together have been great. I hope we can still be friends after this is all over. But right now, I'm needed here. I'll explain everything as soon as we finish the mission. Get me?"

"… I don't know you… I wish I did though. You are a pretty good person." Konoe couldn't keep the smile from rising on her face. "Go do your thing. I'll prepare the tea when you get back."

Mana nodded. "Understood."

Spider-Man looked at the scene. Perhaps… he can put aside his doubts for now.

Minutes later, the hostages had largely cleared out from the base. It wasn't easy to keep them calm, but they filed out an orderly fashion, helping each other whenever they could. The soldiers and Shocker were wrapped in tight webbing, the hostages ready to keep them at bay with their weapons if they tried to fight back. All in all, their safe escape from the tunnels was inevitable.

All that remained in this corridor were Spider-Man and Mana. He coughed into his hand.

"So… You're a S.H.I.E.L.D. agent."

"Yeah. Sort of…. It's a temporary job. Obviously, I had to lie a little on my resume."

"No kidding. So… all that talk about your pay…"

"That part is still true. I don't get nearly paid enough for this!" Mana shook her head. "You'd think government employees would at least earn more than the average grunt, but I was wrong. I'm starting to think economics is a scam."

Spider-Man couldn't help but let out a laugh.

"That's for sure! I went to look over my paycheck, and it turned out it was only a couple of million dollars. I nearly died fighting several times to the Angels! I'm wondering if Misato could help me fight this in court."

"Only a few million?" Mana said in shock. "For a pilot of one of the most dangerous weapons in the world, fighting those monsters?! That's insane."

"Tell me about it. We're all being scammed."

Mana looked at him confused. "You seem to be taking all of this in stride."

"Maybe." Spider-Man admitted. "I'm sure the shock will set in later. But I have a feeling that I can trust you right now." He raised his hand. "Ready to help out, partner?"

She stared at the hand for a second. Then, Mana met his hand with her own, smiling at him

"Now that, I can get behind. Lead the way."

Misato carried the gun like her life depended on it.

It was not an instinct born from paranoia. Everywhere around her could be an enemy hiding in the wings, the set up for a potential ambush from the JSSDF. One wrong move, and both her and Ritsuko could very well be dead. Nowhere was safe so long as they remained at NERV.

Even though it was better than nothing, Misato was wise enough to avoid thinking Terminal Dogma was a safe haven. Oh, it was safer than the rest of HQ at the moment, but it wasn't safe. All it would take was one lucky infiltrator finding the elevator and pressing a button down. Boom, anyone hiding would be dead.

It was difficult to keep those thoughts at bay, when the walls around her and Ritsuko were painted with evidence of the slaughter. Bloodied handprints, dead bodies lying around, soot and cracks from explosive rounds and fire ams… A lot of people died for Naoko's plan. Some of them she knew, and a lot of others she could barely remember.

Her finger on the gun twitched in anger.

The worst part was knowing the soldiers were only tools. The real monster was somewhere, gloating over her victory. Misato imagined the Mass Production Evas laughing alongside her, ready to rip apart whoever stood in their path.

"Misato! Help me!"

"Help…"

"They're killing me!"

"They are ripping us apart, limb from limb…"

"Why… why did you send us out there?!"

Misato shook her head, trying to keep Asuka and Rei's voices from sneaking into her mind.

"How much further, Ritsuko?"

"Not too long." Ritsuko answered. "The elevator is right around… there."

As she said, the two came across the old elevator. Ritsuko pressed the button to call it.

"Now, we wait. I don't think we'll be attacked right here."

Right. Misato let out a sigh.

"Ritsuko…"

"Hm"

"Was your mother always like this?"

Ritsuko also sighed. "I don't know. I always knew she hated me. She was driven in her pursuits, always eager for another discovery. But this?" She breathed. "This goes beyond anything I could have imagined. It's insane! Even now, I'm having a hard time reconciling the mother in my head with the woman we saw in the hologram."

"Maybe… there's a side to people we're never aware of." Misato wondered out loud. "Parents often hide a lot of things for the sake of their children."

"Somehow, I doubt it was like that with her." Ritsuko snorted. "Is this about…?"

"You already know about my Father. How I felt about him." Misato asked her. "For years, I hated him so much for abandoning Mom, abandoning me, and felt conflicted when he sacrificed himself for my sake. I spent so many days wondering about my father… now I wonder if that would be a good thing…"

Ritsuko raised an eyebrow. "How so?"

"He was one of the head scientists at GEHRN, wasn't he? He had to have known something about Second Impact, about all this. Did he know about SEELE? About Adam, what he could do? How much did he have a hand in creating the world we're living in now?"

"Again, I don't know." Ritsuko shook her head. "Fuyutski didn't know the whole truth when he was recruited. It's possible… your father might not have known…"

It was a false reassurance, and both knew it. But Misato respected that.

"Maybe. That still didn't change how he dragged me there, and made me see what he brought about." Misato had the glowing white Angel she saw burned into her memory. She would probably never forget it. "I wish I could have spared the children all of this. They shouldn't have gotten involved. I hate every moment they're out there, fighting and dying for us."

"They were dragged into this long before either of us knew." Ritsuko told her. "All we can do is believe in them. Maybe afterwards, their lives will be free."

"But what if they aren't? What if we worked as hard as we could but we wound up under a different master, a different set of problems, right back where we started? The more things change, the more they stay the same."

A small ding. The elevator opened its door.

"There we go." Ritsuko waved her hand. "Let's get in."

They entered the elevator as it shut its doors. It slowly descended from the floor, and into the bottom level of NERV.

"Things change, Misato. Not always for the bad. So long as we fight, we'll find a way to make it better." Ritsuko said. "You taught me that, Misato. We'll find a way to fix this mess for the children, somehow."

She was right, Misato knew in her heart. There would always be opportunities to fix things after this mess. However, for their sake, she had to place her trust in Shinji, Asuka and the others. They were hers, and she won't fail them, as they never failed her.

Her thoughts were disturbed by a loud thud atop of her.

"Huh?!"

"I think it was a bump. The elevator is rusty." Ritsuko said. "Let's hope nobody makes a stop."

Misato hoped so too. She clicked the gun in her hand to make sure.

Dr. Octopus couldn't help but feel proud.

It took months of careful planning and consideration, but she had managed to take over NERV HQ in a single day. Such a gathering of manpower, intelligence, and superfoes required weeks if not months of negotiation, forgery, and promises, but as she told the rest of her team: all their desires would come true.

Mostly hers, but she would make an effort to give them all what they wished for, so long as they were willing to follow her lead. Betrayals were not to be tolerated.

She pressed her fingers into her ear piece.

"Electro, remember to keep the power flowing into this station. Everywhere else is expendable, but this is imperative this remains on at all times."

"Roger… what if someone comes down here?"

She shrugged. "Kill them. Over and out."

It was the best advice she could give, in all honesty.

Her mechanical arms took inside of the new mechanical marvel she designed. Naoko had meant what she said on the bridge, the old MAGI box needed to be destroyed to make way for the future. It was too small and stocky to work for a brilliant mind like hers, outdated long before the next innovation arrived in a couple of years. Dr. Octopus needed the MAGI systems to be as powerful as she was now.

That was why, pretending to be the old man, she was able to get thus chamber constructed underneath NERV's collective little noses.

Electro was true to her orders. The power couplings turned on, and the chamber's lights erupted to life, thanks to the strong current. Naoko couldn't help but smile.

"Yes… yes, yes yes! The perfect avenue for Doctor Octopus to make her comeback!"

The ceiling and floor were laced with metal plating. The walls surrounding her were filled with screens of natural Japanese terrain, with blue skies, no clouds, and a sunny disposition.

Naoko tired of being stuck in a cramped room, notes scattered over the walls like she was basement dwelling cave troll. She wasn't just a genius, but a criminal mastermind. Those need a more pleasing view to look at, as they engaged in their horrible deeds.

"Time to begin the next phase of the plan… starting… with… you…"

Her tentacles touched a panel in the room, bringing up the Jet Alone project. The perfect demonstration would commence at once.

Author's Notes:

Each enemy of Spider-Shinji was designed, in some way, to be a foil for him even if it's in a subtle way. Shun Oshiro, the Shocker, was a devoted company man who followed orders without question. Anything he did, it was for the sake of his boss, no matter how many hoops he had to go through to achieve his goals. Rhino was made with a similar mindset, a man who piloted a Mecha suit to feel better about himself thanks to being put down all the time. Both served to contrast Shinji, who since the beginning has made efforts to be more independent, and act with kindness to others no matter how he felt.

Marie has been a pretty fun character to write to be honest. I enjoyed writing her self doubt and confidence issues, especially since the rest of the cast except maybe Rei have been pretty steady in their motivations. In some ways, I love writing her and Shinji, as he's in a position where he's hanging around someone not so different from himself and helping her discover her true courage.

Time to answer reviews:

Keybladelight: Some do have plans, such as Asuka, but there's no guarantee they'd work!

Z-King: We shall see.

Author0fIntent: Let's hope this lived up to standards!

Lautaro94: It's tricky, because it becomes clear throughout Judgement Day that the Progenitor's judgement is flawed, and isn't always consistent from person to person. The most we could say is that he judges as much from how others lived up to their own standards and self-view, as it is his own supreme standards. In that case, I think people like Shinji, Rei, Marie, Maya, Rai, Sunako, Noriko, and/or Aoba wouldn't pass, while Misato, Asuka, Naoko, Ritsuko, Hyuuga, Shocker, Martin, Logan, Touji and/or Kensuke would. I can try to make a more comprehensive list of characters next time, if you'd like.

Next Chapter: The High Line!