A/N: Well, after several months, I'm finally back. At first I wasn't sure where to go next, and then as you may know the Backrooms Wiki purged a lot of its content, which messed up some of my plans and made some lore I needed damn near impossible to find. Only levels and sub-levels between -1000 and 1000 can be posted there now until those 2000 slots are all filled up, and a lot of the entities have been removed or significantly changed. (FTR, Level Fun and the original description of the Partygoers I already used in this fanfic are no longer canon to either wiki.)

In light of this, from here on, I'll have to decide whether to use the official Backrooms Wiki or the Backrooms Freewriting Wiki (which has more content and is closer to the pre-revamp Backrooms Wiki but still differs in some ways) as my main source. Please let me know if you have a preference; it doesn't really matter one way or the other to me. Both wikis still have more than enough levels for me to draw from. And again, if there's any specific levels you'd like to see featured in the fanfic, let me know, and I'll be sure to incorporate them at some point down the road.

Without further ado, read, review, and enjoy!

I do not own Marvel or the Backrooms.


Peter had been starting to think he and Kate would never find anyone else in this place, much less anyone he knew. And yet, here were Nebula and the Winter Soldier, in Fort Spiderhawk with them.

You have a metal arm? That is awesome, man!

Sometimes it seemed like the battle at that airport had just been yesterday, and other times it felt like lifetime ago. Back before he'd gone to space, when Mr. Stark was still alive, and May, and-

"You said it wasn't always just the two of you here," Nebula said. "What did you mean by that?"

"When we arrived here, someone rescued us," Peter said. "His name was Will. He'd been here even longer than we have. He got us away from the Partygoers that came after us and brought us here, where it's safe." It was a shame they'd never really gotten to know him. When he was alive, at least.

Kate picked up the story as Peter took a sip of Almond Water. "But after he brought us back here, he noticed that his arm was turning purple. We asked what that meant, he said one of the Partygoers had bitten him when he was saving us, and it must've been clamped onto him long enough to turn him."

"And he…told you how to cure him?" Bucky asked. It sounded like he hoped that was the truth. If only it had been.

Peter shook his head. "No. We didn't know what was happening at first. He did. He begged us to kill him, to get it over with before he turned fully. He knew if he did, he wouldn't…be himself anymore, and he would try to kill us."

"I couldn't bring myself to at first," Kate said. "But by the time he started turning yellow and I finally put an arrow in him, it was too late. That wasn't enough to stop him. He tried to turn us too, but during the fight, Pete hit him with a can of Almond Water. It leaked onto Will, and his skin started melting wherever it hit him. That's how we learned that's their weakness."

The thing that had been Will had thrown Kate aside and pinned Peter onto the table in the makeshift fort. It was all Peter could do to keep those grasping hand-mouths away from him. Desperate for anything to use as a weapon, he'd grabbed a can of Almond Water with a web, then swung it at the head of the Partygoer. It stopped the can with one arm, but that ended up backfiring. The teeth bit into the can, spraying Almond Water all over the Partygoer and melting its skin. After that, a single stab through the head with Kate's collapsed bow had been enough to kill it.

"I'm sorry," Bucky said.

"So how did you figure out about the cure?" Nebula asked. "And how do you know this place is safe from the Partygoers?"

Peter patted the notebooks on the table. "We learned a lot from reading these things. Not the cure, I'll get to that in a minute."

"Will kept them," Kate jumped in. "Apparently he was part of a team sent here by something called the ASYNC Foundation. He doesn't really go into a lot of detail about where 'here' is, I don't think they told him much, but it sounds like they were messing around with quantum realm technology and ended up opening a wormhole to this place. Then they recruited Will and a bunch of other people to basically be their canaries in the coal mine and scope out the place for any hazards before they came through themselves."

"Each member of the team apparently manifested in a different location in some place Will calls 'Area 0,' which sounds like the place Kate and I ended up in when we arrived here," Peter continued. "Most of them eventually met up but a few members of the team were apparently never accounted for. And all of them reported seeing some creature stalking them through the halls."

"I saw it too," Nebula said.

That caught Peter off-guard. "I never did. My Spider-Sense never even detected any other lifeforms until I ran into Kate."

"I didn't see anything either," Kate said. "A lot of the members of the team wanted to get the hell out of dodge by the time they found each other, and since the ASYNC Foundation was ignoring their pleas to be extracted, several of them suggested breaking their way through the ceiling tiles and hiding from the creature up there."

"And it led them here," Bucky said. "Did those things ambush them too? How did they survive? We were only up against a handful of them, and we would've been screwed if you hadn't helped us." He took a sip of Almond Water.

"They didn't fight; they ran," Peter said. "A bunch of Partygoers attacked them almost as soon as they arrived. Most of the team managed to get past them and hid in this room, they thought it would be an easy place to hold against the Partygoers since there was just the one way in. But of course they didn't have time to conduct a thorough scan of the room when they were in the middle of being chased, so they didn't see that a bunch more Partygoers were hiding behind these chairs." He gestured to the front of the fort. "And these guys jumped them from behind while the team focused on organizing against the other Partygoers chasing them."

"From what he writes, it was a bloodbath," Kate continued. "Everyone was turned but Will and one other guy, Ken. They managed to take the room from the Partygoers and then barricaded themselves in here to figure out what to do next.

"It didn't take long for them to realize they'd have to leave to find some sort of food. They didn't get far before they ran into more of the Partygoers and had to turn back. But Will got an idea from that – the Partygoers didn't seem to show any reaction if they ran into each other, they only came after humans. So he and Ken carved out a pair of the Partygoer corpses – they were still piled in the corner of the room, I guess – into costumes."

Peter covered his mouth; thinking about that always disgusted him a bit.

"Those the two you were wearing?" Nebula asked.

"The very same."

"But how did they know this place was safe?" Bucky said. "The Partygoers could've busted in while they were sleeping or something."

"At first they slept in shifts to be sure that didn't happen," Peter said. "But the longer they spent here, the more they learned about how it worked." He grabbed one of the notebooks and flipped it open to a map Will had drawn. He spun it around and showed it to Bucky and Nebula. "See, they determined that this entire place is split into zones they called 'hives.' Each hive has something like 200 Partygoers in it. Each Partygoer stays within its hive; they're actually very…aggressive against Partygoers from other hives. Each time they headed out, when they got the chance, they took down more Partygoers. Eventually they managed to clear out the entire hive that this room is part of. But then…one day, something went wrong. Will didn't write much about it, but somehow the Partygoers overwhelmed them. They broke through Ken's costume and bit him."

"Will didn't say exactly what happened next, but…after that, there were no mentions of Ken in the rest of the journals," Kate finished. "He started writing less, and sometimes days or weeks would pass without an entry."

"If Ken didn't get cured after he was infected, and Will didn't either, then…." Bucky froze, his can of Almond Water raised halfway to his mouth. "Which one of you got infected?"

Peter raised his hand. "I did. We went out one day and came across a couple of them. Nothing we hadn't dealt with before. But it was an ambush. They came out of nowhere and swarmed us. We got away, but one of the things tore off part of my costume's arm and bit me." He could still remember the feeling, the searing pain shooting up his arm, like his blood had turned to lava. He'd collapsed to the ground, blinded by the pain. If not for Kate practically dragging him back to the base, the other Partygoers would've caught up to him and finished him off.

Kate gestured to Bucky's arm. "You got lucky. It wasn't latched onto you long enough for the transformation to start. I brought Pete back here, and…even after what had happened to Will, I had to try to save him. I couldn't just let him die."

If only the Partygoers gave you a fate as merciful as death.

"All I could think to do was clean out the wound," Kate continued, "and all we had on hand was Almond Water. I poured that into the bite, and…it healed it." She nodded to Bucky. "Just like it did for you."

"Just goes to show that every once in a while, an impossibly long shot actually pays off," Peter said.

"And you've been stuck here for months?" Nebula asked.

Peter shrugged. "It's not so bad. After a while, all the days start to run together. And at least neither of us is stuck here alone." He couldn't imagine how maddening it must have been for Will, being trapped in this place for years all alone.

"And you haven't found any ways out?" Bucky pointed up. "How about through the ceiling? If going through that was how we all got here from Area 0, maybe going through the ceiling here will get us someplace else."

"That's one of the first things we tried," Kate said. "But every time we broke through one tile, there was another one right above it. And another. And another."

"But that can only go on so long. There can't be an infinite number of tiles sitting up there."

Peter gave a humorless laugh. "The sooner you stop trying to apply the laws of physics to this place, the easier it'll be. Nothing about this world makes sense."

"What about the notebooks?" Nebula suggested. "There's nothing in there about a way out?"

Kate bit her lip and shook her head. "If there is one, Will and Ken never found it. There's just…."

Bucky leaned forward. "Just what?"

Peter thought he knew what Kate had been about to say. The one thing about the notebooks they'd never been able to decipher – and, it seemed, neither had Will or Ken. But, slim as the chance was, maybe Bucky or Nebula had seen something in their travels that could help figure out what it meant. He picked up the second notebook and flipped through it, to the page he and Kate had dogeared, then spun it around so the others could see it. "Will said he found this message scrawled on a wall in one of his travels throughout this place? Does it mean anything to you?"

Dominating an entire page were two giant words in all uppercase letters: "PRAISE CAIUS."

Bucky and Nebule stared at the page, then both shook their heads. Peter sighed. Deep down, he's doubted they would be able to cast any light on the message, but still….

"'CAIUS,'" Bucky said. "Is that a person, or a group? Like that ASYNC Foundation?"

Peter shut the notebook and shrugged. "We don't know."

"But the Partygoers definitely wrote this message," Kate said. "So whoever or whatever this 'CAIUS' thing is, they're connected to the Partygoers. No doubt they know more about this place than we do, maybe even a way out. We just have no idea how to find them."