A/N: Please read and review?
In the area Wolverine, She-Hulk and Ben Grimm were, they surrounded by Man-Spiders, which slowly approached them.
"Okay, I think I've lost count on how many there are here." Ben said.
"Bring it on. The more the merrier." Wolverine grinned, holding his claws up.
"Hold it, Mr." She-Hulk said, grabbing his arm. "Even I know when the odds aren't in our favor."
"Are you really Hulk's cousin?" Wolverine snarled.
"Yes, I am." She-Hulk said sternly. "And I can see here, if we keep fighting like this, we're gonna get overwhelmed."
"I never retreat unless it's an order, and you're not the Boss of me, lady." Wolverine sneered.
"Go right ahead then, but I say we get outta here and rendezvous with the others." She-Hulk suggested.
"I'm with the girl here." Ben admitted. "Even I can it's no good just to keep on fighting here."
"Ah! I don't like this idea." Wolverine said, as he looked around, but could seeing the Man-Spiders totalled nearly 100. "But in this case, it might be wise, as long as it's only temporally."
"We'll get another chance." She-Hulk assured. "Besides, we'll have to fight our way back to the Blackbird."
She pointed at it, as Wolverine and Ben turned to it, seeing at least 20 Man-Spiders between them and it.
"Now, I like the sound of that." Wolverine grinned. "Let's do it."
"It's clobbering time!" Ben roared, as they charged off.
Wolverine jumped and slashed his claws around, making a few back away as he landed, when two shot webs from their mouths at him. He slashed his claws around, cutting the webs to pieces, when another's web hit his back.
"Huh?" he gasped, turning around. "What the...?!"
The Man-Spider pulled him towards him, then uppercut his jaw, knocking him up into the air.
"AH!" he moaned.
He shot down towards the ground, when another Man-Spider shot a web at his chest, then pulled him down onto the ground hard, creating a body-shaped hole in the ground.
"OH!" he moaned.
He lifted his head and shook it, as he looked around.
"Okay, the girl was right, there is too many here to fight at once." he thought.
Ben punched one's face as it came at him, knocking it right through the window of a building, smashing it as it landed in the building, out cold. He turned as he felt a web hit his right shoulder, before he grabbed the web and ripped it off his arm.
"Is that the best you got?" he asked, pulling on the web.
The Man-Spider got yanked towards him, then he punched its chest, sending it flying away, knocking itself out upon hitting the ground. He grinned, when two pounced on him from behind, landing on his shoulders.
"Hey! Let go?!" he growled.
He stumbled forward as he grabbed hold of them both, then threw them away, which hit the ground hard together. He sighed and stumbled back slightly, when at least seven more came at him and shot webs from their mouths. He jumped up as high as he could, making them interweave their webs, then he landed on them and snapped them, causing the Man-Spiders to fall over onto their backs.
"That was close." he thought, as he turned and ran off.
She-Hulk grappled with Lt. DeWolff, who grunted as she held the Lt. back. The Lt. spread her pincers out as she leaned her head forward to bite She-Hulk, but she turned her head and then pulled the arms together, making the Lt. pull her head back. She-Hulk backed away, then spun around and kicked the Lt., knocking her away, before she fell against a car onto her back. She turned around as Ben and Wolverine came towards her, before she ran over, then they stopped near each other.
"There's gotta be a better way." Ben said.
"I have an idea." Wolverine said. "If one of you can throw me towards the Blackbird, I can get in and start it up, then pick you both up."
"It's worth a shot." She-Hulk reasoned. "Let's do it."
Ben nodded and moved to grab Wolverine, when a loud, ringing screaming noise went off.
"AHH!" they moaned, covering their ears.
They fell to their knees as they groaned, when a scaly hand threw a gas bomb down at them, which hit the ground near them. It went off, sending sleeping gas out, which engulfed the three heroes.
"Gas! Can't..." Wolverine said.
"So...tired!" Ben moaned.
"Got to...stay..." She-Hulk said.
They all passed out and fell onto their chests, asleep and unmoving. The Man-Spiders all approached the heroes, then webbed them all up, before they carried them all away, Lt. DeWolff carrying She-Hulk.
Meanwhile, Ghost Spider, Capt. Marvel and Thor were still all fighting the Man-Spiders in their area, with Capt. Stacy glaring at them as he screeched.
"Capt. Marvel, tell you have a plan?" Ghost Spider asked. "There's a lot more here than we thought?"
"Ghost Spider raises a good point." Thor said. "They seem to be multiplying."
"I... I hate to say it, but we have to retreat." Capt. Marvel said. "We better keep fighting until we can find a way out. They're all over the place."
Thor and Ghost Spider looked around, seeing she had a point, as they were all over the buildings as well as the ground.
"I see no way outta here." Ghost Spider said.
"There might be if we take care of a few of these pests." Thor said.
"Then let's make it." Capt. Marvel said.
She and Thor flew up towards the sky, as Ghost Spider jumped and pounced towards a group of Man-Spiders.
Thor held up Mjölnir as he spun it around, then he aimed and shot lighting from it, hitting and knocking four of them away. He then turned to a building several were on a giant spider web, before he shot lighting at it from Mjölnir, which hit the destroyed the web, causing them all to fall down towards the ground, knocking themselves out upon hitting the ground.
Capt. Marvel flew up and shot beams from her hands, hitting and knocking three away, before she stopped and turned around. She then dodged as one tried to pounce on her from a building, before she grabbed its back leg, then spun around.
"Ha! You can't stop me like this." she teased.
She let go of the Man-Spider, which flew down and hit another four, knocking them all out.
"Ha. Rogue was right, that is fun." she thought.
Ghost Spider jumped and webbed up ones face, before she back flipped away and kicked another away with both feet, knocking it away. She landed in a three-point stance, then looked up, seeing her father coming towards her.
"I'm so sorry, Dad, but I have no choice." she thought.
She jumped up and kicked him with her left leg, knocking him back slightly, when her Spider-Sense tingled. She turned around as a much bigger Man-Spider came up behind her, telling her this one had been a strongman prior to his mutation. She ducked as he tried to whack her with its main right arm, before it shot webbing from its mouth, hitting her all over.
"AH!" she yelped. "What the?"
She fell onto the ground as the webbing trapped her in a cocoon that went all the way up to her neck, and it was so strong, she couldn't get free.
"AHH! Just how strong is this?!" she groaned.
Thor turned around and saw her, before he flew down towards the scene, then whacked the Man-Spider strongman away from her. He turned to Ghost Spider, as Capt. Marvel landed near her, then shot beams from her hands, cutting the web cocoon open, freeing her.
"Thanks." Ghost Spider said, as she got up. "That stuff is stronger than my own."
"Must be due to him being a strongman." Capt. Marvel guessed. "The stronger the person is, the stronger their webbing's bound to be."
Thor nodded when Ghost Spider spotted a Man-Spider about to throw a small device shaped like a cylinder at them.
"Look out!" she cried.
But it came too late, as the device hit the ground, then began sending sonic waves, which made all three heroes cover their ears.
"AHHH!" they moaned.
They all wobbled around, before they fell over out cold onto their backs. The three Man-Spiders closet to them, including the Strongman and Capt. Stacy all approached them, then the Strongman picked up Thor, as Capt. Stacy picked up his daughter, while the third picked up Capt. Marvel, then they all turned and swung off through the city, holding the three heroes.
At the Daily Bugle's area, Shadow-Spider, Firestar and Iceman were all surrounded by the Man-Spiders who'd just arrived, including Sgt. Davis. Shadow-Spider kept his eyes on his father, as the two X-Men looked around at the others.
"You get a count on these guys?" Iceman asked.
"Looks like at least 20." Firestar said. "Minus the ones we knocked out."
"Oh, great!" Shadow-Spider groaned. "Just how much of the city's been infected here?"
"Did you and your friends not get a proper count?" Iceman asked.
"No. We didn't see this coming, remember?" Shadow-Spider scowled.
"Hey, enough you two!" Firestar roared. "Like it or not, we have to stop them before more show up."
"She's right." Iceman sighed. "Never mind. Let's do it."
Shadow-Spider nodded, before they all separated to fight the Man-Spiders.
Iceman stopped and stared at four as they came towards him, before he shot ice at the ground with his hands, which spread along the road towards them. Once it went over them, they all began to skid along, before they slipped and slide along the ice past him, then crashed into a building.
Firestar hovered over seven which looked up at her, before she looked around and saw a fire hydrant nearby.
"I hope this works." she thought.
She flew down towards the fire hydrant, then shot fire from her left hand, which hit and knocked off one of the outer caps, sending water right at the Man-Spiders. They all turned to it as the water hit them, sending five of them flying away into a building, knocking them out as they smashed into the wall, but the last two managed to avoid it.
"Well, it worked on most of them." she thought. "Better avoid shooting fire on the water, 'cause it'll just spread fast, and right now, that's not an option."
She flew down towards the two remaining Man-Spiders, then turned off the fire from her arms, before she punched them both away in the chest, knocking them down out cold near a car.
"Well, I'm glad to know that works." she thought. "Better see if there's anymore."
She flew up high and looked around the area to see if anymore Man-Spiders were approaching them.
Shadow-Spider dived down and kicked one away with both feet, knocking it away, then he spun around and shot webs from both his hands, hitting and pinning another to a wall. He turned around, just as his Dad came over and tried to pounce on him, making him shoot a web at him, but his Dad jumped up and dived down.
"Ah!" he yelped, as his Dad pinned him on the ground.
He grabbed his Dad's pincers and tried to keep him away, but his Dad screeched and moved his head down slightly.
"Oh, I'm so sorry, Dad!" he thought.
He powered up his Venom Blast from his right hand, then touched his Dad's belly, shocking him.
"AHHH!" Sgt. Davis screeched.
He went flying away and hit the ground on his back, as Shadow-Spider pulled himself up and coughed.
"Man, I hate to have to do that again." he thought.
He turned as his Dad pulled himself up and hissed, shooting webbing from his hands.
"Yikes!" he gasped.
He jumped up to avoid one of the webs, before he landed on the ground, just as another hit his chest.
"Uh-oh." he gulped.
Sgt. Davis pulled him towards him to slash his chest, but when he was close, he kicked his Dad with both feet, knocking him away as the web snapped.
"Phew. That was close." Shadow-Spider thought, landing in a four point stance.
He looked up as his Dad hissed and came towards him, when a bunch of ice hit him, freezing him up to the neck, preventing him from moving.
"Huh?" Shadow-Spider gasped.
He turned around and got up, and Iceman running towards him, before he stopped near him.
"You alright?" Iceman asked, helping him up.
"Yeah. We better get outta here!" Shadow-Spider said. "There's too many of them!"
Firestar flew down towards them both as they turned to her.
"He's right. There's many more on the way over." she said, pointing behind her. "At this rate, we'll get overrun and captured."
"Right, but where do we go?" Iceman inquired.
"I say we head to E.S.U. Let's hope Spidey and the others have made the cure by the time we get there." Firestar hoped.
Iceman turned to the Man-Spiders, then shot ice from his hands, creating a big wall of it between them and the Man-Spiders.
"That should hold them for a while." he hoped.
"Right. Let's go." Shadow-Spider said.
He jumped up and began to swing off down the street, as Firestar flew after him, while Iceman followed after them while making an ice bridge.
"Wait, how do we get to E.S.U?" he asked. "I mean, we don't know where it is."
"I've been there a few times before." Shadow-Spider explained, as they turned right down the street. "I know where it is."
"Then lead the way, Shadow." Iceman teased.
Shadow-Spider shook his head slightly as he kept swinging off, with Firestar and Iceman right behind him.
In Central Park, Rogue, Johnny and Spider-Woman all looked around at the Man-Spiders around them, Spider-Woman on the ground, the other two in the air.
"We are seriously outnumbered." Johnny said. "It's like every time we knock one out, more show up."
"You can say that again?" Spider-Woman said sarcastically.
"Ah say we knock them critters out an' get outta 'ere." Rogue said, punching her fist. "Carol's plan plainly ain't workin' 'ere."
"Agreed, but still, since we're surrounded, we might have to split up." Spider-Woman suggested. "Head to the lab Spidey's at."
"Hey, I don't know where E.S.U is?" Johnny argued.
"Oh!" Spider-Woman moaned, while Rogue facepalmed herself. "In that case, we meet on a building outside the park, then you follow after us, flame-boy."
"Hey!" Johnny complained, feeling insulted.
"Whut; can't take a joke, hothead?" Rogue teased. "Ah know where E.S.U is as ah was on a scoutin' mission near there a few months ago."
"Alright, fine." Johnny sighed. "Let's do it then."
He and Rogue both flew off in different directions, as Spider-Woman dived down and kicked a Man-Spider away with both feet, knocking it away. She then turned and shot web balls from her hands, hitting and blinding another three, making them stumble back slightly, before they fell over. She turned as she felt her Spider-Sense tingle, before she turned around and kicked another away from her, as more came at her from all sides of her.
Rogue flew over to several, before she punched them with both her fists as she flew past them, knocking them all over. She flew up higher, seeing several down below her, before she saw one all by itself, glaring at her.
"If we're gonna get outta 'ere, we need t' know where Jackal's base is. Might was well do whut ah do before ah leave." she thought, flying down towards it.
She grabbed its right main arm as it tried to punch her with it, before she hit its chest with the plam of her hand, knocking it back slightly. It screeched as she took out her right glove, then touched its face and began to absorb its memoires.
"AH!" she gasped.
(Man-Spider's memoires)
A man in his mid-30s walked down a street happily during the night, before he fell to his knees.
"AH!" he moaned.
He clutched his body as his clothes ripped open, sprouting four extra arms, then he slowly mutated into his Man-Spider form. Once it was complete, he ran down the street and jumped away, followed by a few more other Man-Spiders nearby.
"Come to me, my pets." Jackal's voice said. "Come to me?"
A little later, he stood in the Jackal's warehouse with other Man-Spiders, including Mary Jane, as Jackal looked at them all.
"You are now mine to command, forever." he said. "You are to go out and 'cause as much damage as you please, but you must also find and captured those unmutated by my virus, so they can join you all. Some of you are to stay here with me however."
The Man-Spiders all nodded, before most turned and jumped up through the skylight, then began to web-swing off with their powers away from the warehouse.
(Reality)
Rogue fell backwards as she let go of the Man-Spider, which fell to the ground out cold on its chest.
"That warehouse, it's in Chelsea." she thought. "That must be th' Jackal's base, an' that green guy must be th' Jackal himself."
Johnny flew over several Man-Spiders, shooting small fireballs from his hands, which hit and burned their webs as they shot them at him from their mouths.
"At least I can use my powers on the webs." he thought.
He turned around and flew down towards six, making them all back away so he couldn't set them on fire, before he turned around and stared at them all. He grinned as he looked down at them, when two shot webs from behind him, which wrapped around him.
"Huh?" he gasped.
The webbing covered him up expect for his head and toes, trapping him in a cocoon, forcing him to de-flame, before he hit the ground on his side.
"AHH! Man! This is stronger than Peter's and Gwen's stuff is!" he groaned, as this reminded him when he first met the pair, and when they got off on the wrong foot.
He looked up as several Man-Spiders came towards him, when they all got shocked by a blast, knocking them all away.
"Huh?" he muttered.
He turned slightly as Spider-Woman came over and ripped the webbing off him, allowing him to get up.
"Thanks." he said. "I owe you one."
"Where's Rogue?" Spider-Woman asked.
"Don't know. We all got separated." Johnny answered.
Spider-Woman sighed as they both looked around.
Nearby, Rogue was flying above the trees, looking down at the Man-Spider army, before she flew down into one and hid in it.
"Man, that's a lot more than before." she thought.
She looked around and spotted Spider-Woman and Johnny, when a cylinder device landed near them both as Spider-Woman's Spider-Sense tingled.
"Look out!" she yelled.
The device exploded as she and Johnny tried to move away, knocking them away.
"AHH!" they moaned.
They hit the ground near each other on their backs, as Rogue watched in horror with her mouth open.
"Oh, no!" she gasped.
She kept herself hidden as Reed, Sue, Gambit - who'd recovered himself - and other Man-Spiders all converged on the two heroes, before they webbed them up. Reed and Sue then both picked up Johnny and Spider-Woman, putting them on their shoulders, before they all ran off with the others. Rogue however, kept herself hidden in the tree and looked down at them all, seeing them.
"Ah bettah get t' Kitty an' th' others. Ah jus' hope that cure's ready, or ah'll loose Remy forevah." she thought sadly. "Good thang ah know where their base is from th' memories ah got."
She jumped up through the tree leaves, then began fly off towards E.S.U.
About half-an-hour later, at. E.S.U., a bunch of samples were laid all over a table in syringes, as Dr. Connors, Anya, Spider-Man, Kitty and Bruce all looked at them.
"Right, so, is this the finished cure?" Kitty asked.
"I can't be sure." Dr. Connors said. "I don't like to rush things. I tried that once and it went badly wrong."
Everyone stared at him with confusion, expect Spider-Man, who knew he was referring to the Lizard incident, which he still hadn't been cured off fully.
"I can understand you wanting to wait, Dr. Connors, but the longer we wait, the worse this mess is gonna get." Bruce said.
Dr. Connors sighed and turned away, when Anya gasped and clutched herself, moving away from the others.
"AH!" she groaned.
Everyone looked at her, as she fell to her knees, her hands on the floor, seeing they were starting to mutate her into a Man-Spider.
"She's mutating!" Bruce gasped.
"Dr. Connors, she needs the cure now." Spider-Man said.
"But it's not ready yet." Dr. Connors argued. "It might make her worse!"
Kitty snatched a syringe one the cure samples was in, then ran past him towards Anya, whose arms had changed into spider like ones, while four extra ones started to grow out.
"I don't think we have a choice." she argued.
She stopped by Anya, then dug it into her right arm.
"AH!" Anya moaned.
Kitty moved away as Anya clutched her body, as everyone watched, before her mutation slowly reversed itself.
"It's working." Spider-Man said.
Anya panted and fell onto her chest, as everyone watched her arms turn back to normal.
"She's back to normal." Bruce said.
"Ms. Corazon, are you okay?" Dr. Connors asked.
Anya lifted her head up as she moaned and shook her head, before she pulled herself up.
"I'm...fine." she said. "But-"
"We had to test it on you." Spider-Man explained. "It seems to have worked."
Anya looked at herself as she backed away, before she stuck herself to a wall.
"Huh?" she muttered.
She pulled herself away slightly, then jumped up to the ceiling, but found herself stuck to it, shocking everyone.
"O-kay, what does this mean?" she asked, jumping down, landing on her feet.
"Guess that cure's just slowed down her mutation." Dr. Connors sighed.
"But that does mean we're close." Bruce said. "We can start working on a permanent cure now."
"Then let's do it." Kitty said.
They all began to work on the samples, when Shadow-Spider, Firestar and Iceman arrived from the door. Shadow-Spider gasped at the sight of Anya as they approached everyone else.
"Do you have the cure?" Iceman asked.
"Not a permanent one." Spider-Man answered. "But we're close."
"How can you tell?" Shadow-Spider asked.
"We've just tested it." Kitty explained.
"On me." Anya added. "I came over to help once I found out what was happening."
Rogue flew in through the door before anyone can say something, then she landed near them.
"Ah hope ya're close t' th' cure." she said.
"We've almost got it, Rogue." Kitty assured. "We just need a little more time."
Rogue nodded, before Iceman turned to her.
"Where's Spider-Woman and Johnny?" he asked. "Are they behind you."
"Those Man-Spiders abducted 'em. They almost got me too, but ah managed t' escape." Rogue explained.
Everyone turned to her in shock.
"That means the others might've been too!" Kitty gasped.
Spider-Man touched the side of his mask, as Iceman touched the X on his belt, while Bruce took out a headset radio from his lab coat and put it on his head.
"Ghost, you there?" Spider-Man asked worriedly. "Ghost Spider, come in?"
"Wolverine, come in?" Iceman said. "Logan!"
"Carol, Thor, are you alright?" Bruce asked. "Jen!"
Neither one of them got an answer, worrying them all.
"I guess they've all been captured as well." Bruce sighed.
"Great. On top of finishing the cure, we also need to find out where the Jackal is and how he's controlling everyone." Spider-Man said. "There's a chance that's where he's holding them."
"Any ideas then?" Kitty asked.
"Ah think ah know. Ah absorbed th' memories o' one o' those Spider-Monsters an' saw this green-skinned guy inside a secret lab in an abandoned warehouse." Rogue explained.
"That's him." Shadow-Spider said. "Where did you see him?"
"It's near th' harbor in Chelsea." Rogue explained. "At least, that's whut ah saw. An' ah could also hear th' Jackal givin' orders t' 'im in his mahnd."
"Then that's where they must've taken Ghost and the others." Spider-Man deduced.
"And if they're not answering us, there must be a jamming device in the warehouse." Kitty deduced.
"We'll have to save them and also spread the cure at the same time." Bruce deduced. "We'll have to split up."
"Where's the prefect place to spread the cure?" Firestar asked.
"It'll have to be a tall tower." Bruce said. "The Avengers Tower, it's one of the biggest in the city."
"Yeah." Iceman said. "If we can send it up into the sky like a cloud from there, it can spread out and cure everyone."
"Then that's what we'll do." Spider-Man said. "All we have to do first, is mass produce it so it works on the whole city."
"Let's do it then." Dr. Connors said.
Everyone nodded, then they all began to work on mass producing the cure.
Inside the abandoned warehouse, the other unmutated heroes were being held by a sticky substance against a wall. They all woke up to find themselves trapped that way, while several Man-Spiders stood in front of them, including Mary Jane, as Ghost Spider recognized her clothes.
"MJ?" she gasped.
She looked at herself as she tried to pull her arms free, but couldn't.
"It's no use, Ghost." Spider-Woman said. "I've tried my Venom Blast and it won't work."
"Hey, even I can break free!" Ben groaned. "Whatever this stuff is, it's hard to break!"
Wolverine extended his claws, but he couldn't cut through the substance.
"Ah! Even I can't cut through this thing!" he growled. "What the hell is this thing?!"
Laughter went off, making them all look around, Ghost Spider recognizing the voice.
"It's the Jackal!" she gasped.
"You sure?" Capt. Marvel asked.
"I'm positive." Ghost Spider assured.
"Brilliant guesswork, Ghost Spider." came Jackal's sneer.
They all looked around as he jumped down from a catwalk on the ceiling, then landed in front of them all.
"Almost as good as some of my former students." he sneered.
"What do you want, Jackal?!" Ghost Spider snarled, glaring at him.
"Haven't you guessed, Ghostie, I brought you all here to turn you into Man-Spiders like the rest of your friends." Jackal sneered.
"Like hell you will!" Wolverine growled. "Most of us were immune when you first spread it!"
"Yeah! Ghost and I are already Spiders, in case you haven't noticed, Jackal!" Spider-Woman spat.
Jackal turned and growled at her, before he approached Ben and She-Hulk, who both tried to break free of the substance holding them, since they were the strongest heroes here.
"You won't be able to do it to me, you creep!" Ben snarled. "I'm made of rocks, remember?"
"And I have radiation in my bloodstream, like my cousin." She-Hulk said. "It's not gonna work on us."
Jackal blinked slightly in shock, as they both kept trying to break free.
"No matter. I'll simply have some of my little pets restrain those of you it won't work on, until I can make something that will work on you." he smirked. "And as for your little friends outside who managed to avoid capture, my remaining pets will soon find them and bring them here."
"You are insane!" Thor yelled. "In all the time I've been here, I've never once met a mortal as evil as you. Mutating innocent people like this! Even my brother Loki would never go this far!"
"But I'm not him." Jackal smirked. "Soon, I will have what I desire."
Ghost Spider gulped, knowing what he meant, Ben and She-Hulk grunted as they kept trying to break free of the substance.
"Don't bother trying to break free of that." Jackal sneered. "That stuff can only be broken from the outside."
Ben and She-Hulk glared at him.
"What is this stuff?" She-Hulk asked. "Care to tell us?"
"Or what exactly your big plan is, Jackal?" Spider-Woman sneered.
Jackal looked around, then began pacing in front of the heroes, as they were all lined up.
"Well, if Ghost Spider hasn't told you, since I'm sure Shadow-Spider told her and Spider-Man, I intend to obtain my love and turn her into something like me, with the help of my pets." Jackal explained.
"Gwen Stacy will never love you, Jackal!" Ghost Spider snarled. "And besides, how do you know she's not among those who's mutated?"
"She raises a good point there, ya jerk?" Johnny teased.
Jackal turned to him and snarled, before he backed away.
"Ha. That don't matter. Even if she is, I'll still have her." he said. "Being one my pets will help me when I turn her into a Jackal. And as for that stuff, it's a little substance I've been working on ever since I had to flee after Shadow-Spider exposed me to the press."
He turned around and walked off, as he had things to do, as the heroes all looked amongst themselves.
"Man, that guy's a lot uglier than I thought." Johnny said.
"For once, kid, I totally agree with ya." Ben said.
"Guess there's nothing we can do expect hope that the others will get us outta this." Capt. Marvel said.
"Good thing Rogue absorbed one of the Man-Spiders then." Spider-Woman explained, getting everyone's attention. "That should help them find us if she saw it's memoires."
"Let's hope so." Ghost Spider said worriedly.
She sighed as she hoped Peter, Miles and the others would get her outta this, as she had a feeling Jackal might try to unmask her and Jessica before he moves to try and mutate them.
Back at E.S.U, the other heroes, Anya and Dr. Connors all remained in the lab, Spider-Man, Bruce and Shadowcat now without their lab coats.
"Well, that should do it." Dr. Connors said, holding up a beaker filled with liquid. "With this cure, we should hopefully be able to cure everyone and turn them back to normal."
"And make me lose my spider powers?" Anya asked.
"Most likely." Dr. Connors sighed. "That test cure only slowed your mutation down after all."
Anya nodded, understandingly.
"Right, so we have to split up." Bruce said. "Since we know where Jackal is and most likely where he's holding our friends, we have to get over there and stop him."
"Yeah. There's a chance he has another sample of the virus there too." Kitty reasoned. "This whole event could repeat itself."
"We'll have to split up then." Firestar deduced.
"Okay, Dr. Banner, you take Dr. Connors and Anya to the tower to spread the cure." Spider-Man instructed. "The rest of us are gonna stop Jackal and rescue our friends."
"Understood." Bruce said. "Good luck."
"You too." Spider-Man said.
Bruce, Dr. Connors and Anya grabbed the cure samples, then they all ran out of the lab. The three of them then ran towards the Quinjet, as Spider-Man turned to the others.
"Rogue, you lead the way to the warehouse." Spider-Man instructed.
Rogue nodded, before grabbed Kitty and flew up with her, then away from the area, as Firestar chased after them. Iceman then followed as he made an ice bridge, while the two Spiders jumped up and swung after them, as Bruce, Anya and Dr. Connors got into the Quinjet.
"When we get there, load the cure up into the base's main cannon." Bruce instructed, as they sat down. "Once we've done that, we can fire it and create a rain cloud, which should spread it through the city quickly."
"Understood." Dr. Connors said.
Once they were strapped in, Bruce flew the Quinjet up and away from the campus, off towards the Avengers Tower.
At the warehouse, the other heroes all remained trapped by the substance, as Mary Jane and the other Man-Spiders kept staring at them. Jackal laughed from a catwalk above them, where a lab table was, when more Man-Spiders had shown up from the skylight, including Beast, Cyclops and Jean Grey, as they all had part of their X-Men uniforms on.
"Oh, my gosh!" Capt. Marvel gasped.
"I was wondering where they were?" Spider-Woman said.
"Yeah. We met Reed, Sue and Gambit in our area." Johnny recalled.
"And ours had Capt. Stacy." Ghost Spider recalled.
"Guess the rest of our friends are guarding outside?" Ben deduced.
"Brilliant deduction, Mr. Grimm." Jackal sneered, turning around.
They all looked up at him as he looked down at them.
"But not quite right." he sneered.
"Care to tell us what you mean?" Johnny demanded.
"Now why would I do that?" Jackal sneered. "That would ruin the surprise."
"Some surprise, since you've already told us your plan, Jackal!" She-Hulk spat. "Where are the rest of our friends?!"
"Some of them are out in the city like you said." Jackal assured. "But I've sent others to places I figured the rest of your friends are hiding."
"The Avengers Tower and the Baxter Building?" Spider-Woman deduced.
"Bingo." Jackal sneered. "So, wherever they are, they'll soon be brought to me!"
"Cleaver move, Jackal." Ghost Spider sneered. "Using our friends to hopefully prevent them from fighting."
"What can you say, I am a genius." Jackal sneered.
He turned back and began to work at his lab table again, as the heroes turned to each other.
"I hope none of them are at E.S.U." Ben whispered.
"Same here." Capt. Marvel agreed quietly. "Let's hope they've made the cure by now."
They all turned their the Man-Spiders, looking at their friends among them.
"I'm glad Drake remember Cyke's shades." Wolverine thought, staring at Cyclops. "When he gets turned back, he's gonna need them."
Outside the warehouse, Spider-Man, Shadow-Spider and the four X-Men all stood on a rooftop, looking down at it, seeing at least a dozen Man-Spiders outside, including Lt. DeWolff, Nightcrawler, Storm and Jubilee, as the X-Men saw they had their uniforms on.
"Lt. DeWolff." Spider-Man thought, staring at her.
"By the looks of how many Man-Spiders there are, I'd say this is the place." Iceman said.
"Yeah, I think we can still that, Bobby." Kitty said, slightly annoyed.
"Hmm. I can count at least 20 there, including Kurt, Jubes and Storm." Firestar said. "There's probably more inside with the Jackal."
"If we don't move fast, there's a chance he might mutate them." Shadow-Spider said.
"He'll probably start with Johnny since he was only unaffected for being out of range." Iceman deduced.
"Does anyone have an idea on how we're gonna do this?" Rogue asked.
"I've got one, but we'll have to split up." Spider-Man said. "And if there's more of them inside, we'll need the others."
"We're all ears, Spidey." Iceman said, nodding.
"Right. Shadow, you, Kitty and Rogue get inside and free Ghost and the others." Spider-Man instructed.
"Got it." Shadow-Spider said, nodding.
"We're on it." Shadowcat said.
"Oh, yes." Rogue smirked.
"What about us?" Firestar asked, pointing at herself and Iceman.
"You two and I are gonna keep those Man-Spiders busy, and hopefully draw the Jackal out while they do it." Spider-Man explained. "Once our friends are free, we can all take them on together, and hopefully contain them until we get the word from Dr. Banner."
"Sounds like a plan to me." Iceman said, grinning.
"Ah love it." Rogue said.
"Let's do it." Shadowcat smirked.
"Right. Wait until we've moved, as we might be able to lure the Jackal out, then rescue the others." Spider-Man said.
Rogue, Shadowcat and Shadow-Spider all nodded, before Spider-Man, Firestar and Iceman ran along the rooftop, before they stopped at the edge.
"Iceman, you start it off." Spider-Man said. "Make the biggest ice statue you can."
"You got it, webs." Iceman grinned.
He jumped off the rooftop and shot ice from his hands, creating a massive ice statue near the Man-Spiders, which looked at it, before he turned around.
"How's that gonna lure him out?" Firestar asked.
"I'm gonna swing over and smash it." Spider-Man explained. "If a loud noise like that doesn't get him out, nothing will."
Firestar nodded, hoping this would work.
(Inside)
Jackal grinned as he approached Johnny with a syringe, while the other heroes stared at them both.
"I'm gonna do you first, Human Torch." he sneered. "Unlike the rest here, you have no reason to be immune. So, any last words."
"Yeah. Go to hell, you freak!" Johnny said, spitting in his face. "Spidey and the others are gonna cure everything you did!"
Jackal growled as he wiped his face with his arm, then held the syringe up.
"Say goodbye, Johnny Storm." he said, laughing evilly.
"Ugh, you disgust me, Jackal." Ghost Spider thought disgusted.
"Leave him alone!" Ben demanded. "Nobody picks on the kid but me!"
Jackal ignored him, but before he could dig the syringe into Johnny's body, a shattering noise got everyone's attention.
"Huh?" he muttered.
Everyone looked around, before Capt. Marvel smirked.
"Looks like you've got company, Prof.." she joked, getting his attention. "What; you didn't think we'd know? It has been all over the News."
"I'll be back." Jackal sneered.
He turned around and ran towards the door, followed by most of his Man-Spiders, including Cyclops, Jean and Beast, as the heroes stared at him, leaving at six, including Mary Jane behind.
(Outside)
Jackal stopped near the door, then he and several of his Man-Spiders stormed out, including Cyclops, Jean and Beast, before they looked around, seeing ice particles on the ground.
"We see you got our calling card, Professor." Spider-Man joked, hanging upside down from a lamppost.
Iceman made an ice bridge and stopped on his right, as Firestar hovered on his left.
"Whoa, dude, you're uglier than I thought." Iceman admitted, as they looked down at Jackal.
"Yeah, eww." Firestar agreed, disgusted.
"I see you brought some friends, Spider-Man." Jackal sneered. "But it won't matter."
"What's that supposed to mean?" Iceman inquired, frowning.
"I'm gonna have you all suffer the fate as everyone else here." Jackal sneered.
"By turning us into Man-Spiders too?" Spider-Man assumed.
"Yes." Jackal said. "I will find a way to do it on everyone, even those who were immune."
"We'll never let that happen, Jackal." Spider-Man swore.
"Oh, we'll see about that, 'cause you'll soon join my Spider-Army, and help me obtain what I want." Jackal sneered.
"Eww. Sorry, but they're not my type." Firestar joked, folding her arms.
"I wouldn't want you anyway, freak." Jackal sneered. "Expect of course in my Spider-Army."
"That'll never happen, Jackal!" Iceman retorted. "Not one of us will join you."
"And we're putting an end to this, Jackal." Spider-Man swore. "Let's get 'em, guys."
The three heroes all dived down to fight Jackal and the Man-Spiders, knowing they'd have to hold them off until their friends inside could join them.
(Inside)
The eight trapped heroes looked around at the Man-Spiders, which included Mary Jane, watching over them.
"Let's hope our friends can fight their way in." Spider-Woman said.
"I'm sure they will." Ghost Spider said. "Spidey's never anyone down before."
"If he's outside, we have to get out and help him." Wolverine grunted, trying to break free.
Unknown to them, Shadow-Spider, Shadowcat and Rogue had all sneaked in and were hiding behind a pile of crates, staring at them.
"That power of yours is freaky." Shadow-Spider said, looking at Shadowcat. "Like an actual Ghost."
"Thanks." Shadowcat said. "I can see our friends are being restrained over there."
"We're gonna have t' get in close an' free 'em." Rogue said.
"Any ideas though?" Shadow-Spider asked. "I mean, there's at least six Man-Spiders between us and them."
"Ah'll keep 'em critters busy while ya two get close." Rogue said.
"Agreed." Shadowcat said. "You ready, uh, Shadow?"
"You know it." Shadow-Spider said, before he turned invisible.
"Look, we need a talk when this is over, 'cause now you're acting like a ghost." Shadowcat said.
"Okay." Shadow-Spider said.
Rogue flew up up towards the ceiling, then hovered in mid-air while looking down at everyone.
"Well, well, whut do we have 'ere?" she said, making the six Man-Spiders turn around. "A party, an' ah wasn't invited. Have ya no shame?"
"Rogue?!" Capt. Marvel gasped, looking up.
The restrained heroes all looked up at her, as she grinned.
"Why, nahce t' see ya remembah me." she teased. "Now, come an' get me, critters?"
She flew down towards the Man-Spiders, then punched one away, knocking it out against a wall.
The other heroes all looked at her, when Shadow-Spider and Shadowcat came up behind Ghost Spider, who turned to them both.
"Shadow?" Ghost Spider gasped. "Shadowcat?"
"Hang on, I'll get you loose." Shadowcat said.
She grabbed Ghost Spider and phased her out of the substance, then moved towards Spider-Woman, phasing her out too. She then phased out Wolverine, as Spider-Woman pulled Capt. Marvel free, while Ghost Spider freed She-Hulk. She-Hulk then freed Ben, while Capt. Marvel freed Wolverine, just as Rogue grabbed Mary Jane and flew up with her, before she slammed her into the floor, right next to two more knocked out Man-Spiders.
"I'm so sorry, MJ." Ghost Spider thought. "This is for your own good."
Rogue turned to the remaining two Man-Spiders, when She-Hulk and Ben came up behind them and punched one away each, knocking them down near Mary Jane and the rest out cold.
"Nahce timin'." Rogue teased, putting her fists on her hips.
"Well, that's all of them in here." She-Hulk said.
"Indeed, but there's still those outside with the Jackal." Thor said.
"If you guys are here, who's lured them out?" Spider-Woman asked.
"Spidey, Iceman and Firestar." Shadowcat answered. "Spidey's idea."
"Those kids won't last long out there alone with that many." Wolverine said.
"Then let's lure them all back in." Ghost Spider suggested. "And I know just how to do it."
"We're all ears, Ghost Spider." Ben said.
(Outside)
Jackal moved to pounce on Spider-Man, who grabbed his forearms and began to squeeze them, locking them in a grapple.
"If you and your fellow web-heads hadn't ruined my plans, I would've had what I wanted a long time ago." he snarled.
"Gwen Stacy could never love a monster like you!" Spider-Man sneered.
Jackal pulled his arms free, then moved to claw Spider-Man, but missed as he leaned back, then he kicked the Jackal's jaw, knocking him back slightly.
"OH!" he moaned.
He rubbed his chin as he backed away, then he shook his head, before he glared at Spider-Man. He then charged at Spider-Man and tried to claw him with his right arm, but missed as he dodged, before he jumped and pounced onto him, pinning Spider-Man on the ground.
"OH!" Spider-Man grunted.
Nearby, Iceman shot ice from his hands, freezing up Cyclops, Jean, Beast and Jubilee, as well as a few other Man-Spiders as they came at him.
"Sorry, guys, but this is for your own good." he thought.
Firestar flew down towards Nightcrawler, Storm and a few other Man-Spiders, before shot fire from her hands, creating a circle of fire around them, trapping them.
"I hope they don't have to stay there long." she thought hopefully.
They both turned to Jackal and Spider-Man, as the latter punched the former's nose, knocking him back slightly.
"OH!" Jackal moaned, touching it.
He stumbled back slightly, as Spider-Man flipped up onto his feet, before they glared at each other.
"Sneaky move, web-head." Jackal admitted. "Still, it won't help in the end, when I have complete control over this city with my Spider-Army!"
"Ha. You'd be surprised." Spider-Man said. "Dr. Banner and Dr. Connors are already getting ready to spread the cure right now, so you won't have your army by sunrise."
"What?" Jackal exclaimed.
He jumped up high as Spider-Man tried to tackle him, before he landed on top of the warehouse and looked down at him.
"What are you talking about?" he demanded. "There is no cure for my virus!"
"Oh, but there is." Spider-Man assured. "We've been making it together at E.S.U together, with a little help, as not everyone had mutated when we started. We then tested it on her and cured her."
Jackal growled, not believing his ears.
"In no time, they'll be spreading the cure all over the city from the Avengers Tower, putting an end to this, Jackal!" Spider-Man swore. "You've lost!"
"We'll see about that, as I've had a few of my pets over there in case you decided to go there." Jackal sneered. "So even if they get there, they'll make sure to stop your friends spreading the cure."
Spider-Man glared at him, as he saw Firestar getting close to him without being noticed, while Iceman looked up at him from the ground.
"Guess it's a good thing Anya still has her powers for now, otherwise Dr. Banner might've had to go Hulk at the Tower." he thought. "We'll see about that, Jackal! Heroes never give up!"
Jackal growled, when Firestar began flying circles around him, causing him to fall off the rooftop.
"AHH!" he yelled.
"Surprise." she teased.
Jackal dived down towards the ground, when Iceman created an ice slide along the ground.
"Have a nice trip." he said, as Jackal landed on the ice. "See you next fall."
Jackal tried to get up, but he slipped on the ice, making him fall onto his back.
"OW!" he yelped.
He slid along the ice slide, knocking Lt. DeWolff and three other Man-Spiders away, before he crashed into a create near the door.
"Ow!" he moaned, rubbing his head.
The three heroes stared at him as they he pulled himself up, when Mary Jane got thrown outside, hitting the ground right near Jackal, out cold.
"MJ?" Spider-Man gasped, recognizing her.
"What?" Jackal exclaimed. "But-"
"Looks like our plan worked." Firestar grinned.
"Huh?" Jackal muttered.
"Ha. We were just keeping you and your army busy while some of our friends freed those you had hostage." Iceman smirked, folding his arms.
"Take a look if you don't believe us, Professor." Spider-Man advised, jokingly.
Jackal growled, before he turned ran back inside the warehouse, only to see the heroes had all been freed, and were glaring at him.
"Remember us?" Wolverine smirked, extending his claws.
Spider-Man, Iceman and Firestar all stood in the doorway, as Jackal looked around at them all, before he started to snigger.
"What's so funny?" Ghost Spider inquired.
"You clearly think you've beaten me?" Jackal asked. "Well, you're wrong!"
The four Spiders suddenly felt their Spider-Senses tingle, making them all turn as the Man-Spiders from outside began storming into the building, some smashing open the walls, forcing all the heroes to back away. The ones Iceman had frozen had all managed to break free from his ice, while the ones Firestar had trapped had managed to jump over the ring of fire she made, bringing Jackal's forces here back to 100%.
"Let's see how you deal with this many at once, fools." Jackal sneered.
He jumped up towards his lab table, as the heroes all began to fight the Man-Spiders.
The four Spiders all shot webs at several, pinning six against a wall, as another four managed to dodge. Rogue and Capt. Marvel both swooped down and punched two away each, as Iceman shot ice from his hands and trapped another three in ice from head to toe. Ben and She-Hulk both punched one away hard, as Thor whacked another away with Mjölnir, while Shadowcat ran and phased right through one, before she spun around and kicked it away from her.
Wolverine jumped and dug his claws into a wall, then began to climb up it, before he stopped halfway up. He then turned around and dived down towards two, split-kicking them, knocking them away. Johnny and Firestar both flew around the room, shooting fireballs from their hands, melting several webs shot at them by eight, before Johnny dived down and de-flamed, before punching one away from him.
Meanwhile, at the Avengers Tower, Bruce, Dr. Connors and Anya were all running down a hallway together towards his lab.
"You sure the device is in your lab, Dr. Banner?" Anya asked.
"I'm positive." Bruce assured.
"Well, where is it?" Dr Connors asked.
"We're almost there." Bruce assured.
They all turned right down the hallway, but then stopped and saw spider webs all over the place.
"Looks like we're not alone here." Anya gulped.
"Yeah, but-" Bruce said.
A noise made them all look around as they slowly walked down the hallway, looking around.
"I really wish the virus had given me Spider-Man's Spider-Sense." Anya sighed, as Spider-Man had told her about that while working in the lab.
"It didn't?" Dr. Connors asked.
"No. That's the one thing the virus didn't give me." Anya explained.
"Pity. We could've used a warning in case there's trouble here." Bruce said.
They all stopped at the end of the hallway and looked around, when they heard the noise again, which sounded like a web being shot.
"That sounds like a web being shot." Anya deduced.
"It does." Bruce agreed. "I'm starting to get the feeling we're in for some company."
He was right, 'cause they then heard a bunch of thuds behind them, and when they all turned around, they saw the Man-Spider Avengers all standing behind them, all but Tony in his uniform, as he hadn't been wearing his armor when he mutated.
"I take it these are the other Avengers?" Anya assumed.
"Yes, and I think they're here to stop us spreading the cure." Bruce deduced.
"What we don't need right now." Dr. Connors sighed.
"I think you better tell Spidey, Dr. Banner?" Anya advised.
"Agreed." Bruce said. "Create a web wall to slow them down to buy our friends some time."
"Understood." Anya said.
As the two men turned and ran off, Anya shot webs from both her hands, creating a large web net between her and the mutated Avengers, who all screeched and began to claw at it.
"I better run and make more as I go along." she thought, as she turned around.
She ran off after the men, and began to make more web nets behind as she did, as Black Widow ripped down the first one. Up ahead, Dr. Connors and Bruce both kept on running, before Bruce took out his phone and dialled Spider-Man's number.
"I'm glad I got this when he told us about the Jackal." he thought, before putting it to his ear. "Spider-Man, we've got a problem up here."
"What? Have you not spread the cure yet?" Spider-Man asked.
"No, it's not that." Bruce assured.
(Warehouse)
Spider-Man touched the side of his mask, as he backed away.
"My friends have arrived and seem pretty determined to stop us from spreading it." Bruce explained. "I'm gonna need some help to keep them busy while your friend and Anya handle the cure."
"Okay." Spider-Man understood.
He lowered his hand as Ghost Spider and Capt. Marvel both came down beside him.
"Word from Dr. Banner?" Ghost Spider assumed.
"Yeah, but he's trouble." Spider-Man explained. "The other Avengers have him cornered and he needs help."
"I'll take all the flyers and back him up." Capt. Marvel said. "The rest you keep these guys busy and get the Jackal."
"You got it." Spider-Man said, holding his thumb up.
Capt. Marvel jumped and flew off, punching Beast away as he tried to pounce onto Firestar, who turned to him, then she flew up and hovered in mid-air.
"All flyers, come with me!" she ordered. "Hulk's in trouble at the tower!"
She turned and flew up towards the skylight, smashing it up, before she flew away. Rogue, Thor, Johnny and Firestar all jumped up and flew after her, since they were the flyers in the room, leaving the rest to deal with the Jackal and the Man-Spiders here.
"Looks like you've lost some friends, Spider-Man." Jackal spat.
All nine remaining heroes looked up at him, as he jumped towards a catwalk away from his lab table, with a long rifle wrapped around him. Once on the catwalk, he jumped up towards the skylight, then out of the building.
"He's getting away!" Shadowcat exclaimed.
"We have to stop him, before he escapes." Wolverine said.
"You web-heads go after Jackal." Ben said, making the Spiders all turn to him. "We'll handle these guys."
"Right." Ghost Spider said.
"Got it." Shadow-Spider said.
"Thanks." Spider-Man said. "You with us, Spider-Woman."
"Oh, you know it, Spidey." Spider-Woman said.
They all jumped up and began to web-swing off towards the skylight and out of the building, before they landed on the rooftop together, but saw no sign of the Jackal.
"Where did he go?" Ghost Spider questioned, clutching her fist.
Shadow-Spider turned as he heard a noise, seeing Jackal's shadow diving behind the vent shaft.
"He's over there." he said.
"Right, let's get him." Spider-Man said.
They all ran across the rooftop towards the vent shaft, but once they got past it, they saw at least 2 dozen Man-Spiders between themselves and Jackal, including Capt. Stacy, Sgt. Davis, Gambit, Mary Jane, and Nightcrawler.
"Okay, not good." Ghost Spider gulped.
"Ha. You little wall-crawlers will pay for what you've done." Jackal sneered. "You ruined all my plans to obtain what I wanted most in the world."
"I've told you before, Jackal, you'll never get Gwen Stacy!" Ghost Spider frowned, glaring at him.
"And no offence, dude, but you're way too old for her." Shadow-Spider said.
"Like that'll stop me." Jackal sneered.
"Give it up, Jackal." Spider-Man said. "Like I said before, we've got the cure for your virus, meaning everyone's gonna turn back to normal soon."
"We'll see about that. My little pets at the Avengers Tower is gonna make sure that cure is not spread." Jackal sneered. "Soon, I'll obtain what I desire, and have the entire city as my Spider Army, including the four of you."
The Web-Warriors all glared at him, all knowing they had to stop him, due to all he's done since last March, and because of how insane he was.
To be continued...