A/N: This is a breather chapter, but it shows the Web-Warriors finally getting their own base, and something that'll happen in few later chapters.

Please read and review?


In the city, on the afternoon of Tuesday the 8th of June, Peter was walking down a street by himself in the city, seeing everyone around him talking or walking happily. In the two weeks since Spider Island, the city was mostly getting back to normal, but construction workers were working slightly overtime, due to all the damage Jackal's Spider Army had caused.

"I haven't seen construction workers work like this since the RHINO Rampage." he recalled, passing by several working on a hotel building.

He was by himself, as Gwen was helping his Aunt May at FEAST, while Miles was hanging out with his old friend Ganke in Brooklyn, as he wanted to check up on him. Since school was done for the day, which had re-opened yesterday as they finished repairs on Saturday, he had decided to check to see how things were while his two fellow Spiders did so in other areas while hanging out or working.

"Well, things seem to be getting fixed up." he noted. "I wonder how things are going on with the Avengers, X-Men and Fantastic Four? I better text them."

He took out his phone, then sent a text to Johnny, Bobby, and Jessica, as they were the ones he was closet too on those teams, even though he'd become close to others as well, such as Iron Man, Capt. America, Kitty and even Angelica. He put his phone away as he kept on walking down the street, seeing no crime was happening at all.

"Looks like it's gonna be a crime free day." he thought hopefully, as turned left down the street.


In Brooklyn, Miles and Ganke were both walking down a street together, talking about what had happened since they last met, including the Spider Island mess. Ganke hadn't been among those infected by the Spider-Virus Jackal had spread, much to Miles' relief, but he had been worried about him.

"So, you weren't infected either, Miles?" Ganke asked.

"Nah." Miles assured, since he got his powers a different way. "But a few of my friends did."

"Including Peter?" Ganke asked.

"Nah. He and Gwen, his girlfriend, along with his best friend Harry weren't." Miles assured. "But his next-door neighbour Mary Jane was, along with Anya."

"That girl you've been telling me about?" Ganke asked. "The one you've been crushing on?"

Miles blushed and ran his right hand behind his head and nodded.

"Yeah." he said. "She was the person the heroes tested the cure on."

"What?" Ganke questioned.

"Hey, she said she volunteered." Miles said. "Everyone at Midtown's been told that, and she confirmed it. She hadn't mutated yet like everyone else, then the heroes tested it on her when she started too. Like everyone else infected though, she was properly cured when the smoke cloud came over the city."

"Man, that sure was brave of her." Ganke admitted.

"It sure was." Miles agreed.

He began to go into a daydream state, thinking about Anya, how she had not only volunteered to be the test subject for the cure, but also how she had helped the uninfected heroes cure everyone back then. He couldn't help but admire her for that, for he wasn't sure if he'd have been able to do the same before he was bitten, remembering back to how he used to be.

"You okay?" Ganke asked, snapping him out of his daydream. "You look distracted?"

"Uh, yeah, I'm fine." Miles assured. "Just thinking about Anya."

"If you like this Anya so much, why don't you ask her out or something?" Ganke suggested. "I mean, I'd like to meet her, along with the rest of the friends you've made."

"Hey, I'm sure you'll get along with them, but regarding Anya, I'm not sure." Miles sighed. "She doesn't seem to be in the dating mood right now."

"Oh... Well, still, maybe ask her to hang out with just you then?" Ganke suggested. "At least that way, it'll look like you're on a date."

"I doubt that'll work." Miles said. "Anya's one of the smartest in my year. Almost as smart as Peter and Gwen, who are the top two smartest in their year."

"Well, just think about it?" Ganke said.

As they both continued to walk off, Miles began to think about Anya again, but also starting to wonder what might've happened if she had mutated into a Man-Spider like everyone else.

"Uh, don't think about it, Miles." he thought to himself. "It's over now. Still, maybe Ganke's right about asking her to hang out alone."


At FEAST, Gwen was with Aunt May, Rio Morales and several other volunteers, all helping the homeless inside. Gwen stared over at several who sat together in a corner, all of which had been among those infected by the Spider-Virus and had mutated into Man-Spiders during Spider-Island.

"I'm glad they're all doing okay." she thought. "It's a good thing no one here blames them for what they did when they were Man-Spiders."

She smiled as she walked over to a man sitting by himself, before she handed him a cup of coffee.

"Thank you, Gwen." he said.

"You're welcome." Gwen said.

She turned and walked off, looking around at the happy people, passing by Aunt May and Rio as she did, who were talking to each other.

"I'm glad things are getting back to normal here." Rio said. "That whole mess two weeks ago was a nightmare."

"I know what you mean." May sighed.

She turned slightly as Gwen walked off, who knew they were watching her, since everyone in the city knew about the Jackal's obsession with her, and had been spoken quite often all over.

"And all because that sick man wants Gwen to be his lover." May said disgusted.

Rio turned around to Gwen, who picked up a tray full of glasses, and a glass jug of lemonade.

"I think Gwen, her father, your nephew, and many more will be happy once that man's finally off the streets." Rio said. "I just wish he hadn't escaped the night that madness ended."

"You and me both, Rio." May said. "And I think a lot of people can agree with that."

Gwen approached a group of five homeless children, three boys, two girls, all between 8 and 12, before she put her tray down on a table near them.

"Right, here you go, kids." she said, as she began pouring the lemonade into the glasses.

Once she'd finished, she handed one out to each of the five kids, who took them happily.

"Thanks, Gwen." the eldest said, who was a girl.

"You're welcome." Gwen said. "I'll be back later."

She turned and walked off, but then stopped and turned as she heard the door open, and saw Liz coming in, who was looking around.

"Hey, Liz." Gwen said.

Liz turned to her as she approached her.

"Hi, Gwen." Liz said, before they shook hands. "You working right now."

"Yeah. What about you?" Gwen asked. "You here for something?"

"Yeah. Sally asked me to check out this place, so we can get a better understanding for it when we do car wash event to help." Liz explained.

"You're still doing that charity event?" Gwen inquired, surprised.

"Yeah, but due to what's happened recently, we're gonna wait 'til Summer Vacation starts before we do." Liz said. "It'll also mean we won't have homework to distract us either."

"That's a good plan actually." Gwen agreed. "So, you're just here to look around?"

"Yeah." Liz said. "The more we know about this place, the more it'll help."

"Well, there's a lot to see." Gwen said. "So take a good look."

"I will. I'll see you, Gwen." Liz said.

She turned around and walked off as Gwen waved at her, before she began to look around the building, as Gwen began to get back to work.


Back in the city, Peter was walking down a street, now on the phone with Harry, who was talking about Oscorp's new secretary, who'd only recently been hired last week.

"This blonde-haired woman's nice, but a bit weird if you ask me, Pete." Harry said.

"What's her name?" Peter asked.

"I never asked." Harry said. "All I know is she's only 20."

"Hmm? And your Dad actually thinks she's qualified?" Peter asked.

"Yeah. If he'd been infected by the virus a few weeks ago, I'd say it effected Dad's mind." Harry said.

Peter gasped and began to think, wondering why Norman Osborn wasn't infected, as he had a feeling it wasn't because he was out of range like Harry was.

"Pete, you there?" Harry asked.

"Oh, yeah. Sorry, Harry." Peter said. "Just thinking about something."

"Right." Harry said. "Still, this woman looks a bit odd if you ask me. She keeps poking her nose around places."

"Well, that can't be helped, Harry. Several people are like that." Peter said. "Even I am at times when I'm at the Bugle, looking at the articles."

"Right. Look, I'll see you tomorrow, Pete." Harry said. "I need to get some homework done for tomorrow."

"Right, I see ya." Peter said.

He hung up and put his phone away, as he began to think about Norman Osborn.

"Maybe the Green Goblin's conscience is still inside Mr. Osborn's head." he thought. "I hope that's not the case though. He's the only villain who knows who I am besides Venom."

He began to think back to that time, when Green Goblin had attacked Aunt May and put her in the hospital, then had kidnapped Gwen out of costume to lure him to the bridge. He then thought about how after saving all the kids in that cable car, how he and Gwen had managed to knock him out and give him amnesia, which they had hoped had killed the Green Goblin inside Norman.

"Guess we better keep a close eye on him for now, just in case the Goblin comes back." he thought. "Better fill Miles in on this too."

He sighed as he kept on walking down the street, seeing people talking happily or in cars and a bus that passed by him. He smiled, thinking things were going to be quiet today, when he heard a noise that sounded like an explosion.

"Explosion?" he thought. "Better check it out?"

He ran down the street, then turned left at the end, and saw Hammerhead and about four thugs storming into a store together up ahead of him via the window, which had been blown open with an explosion.

"So much for it being a crime-free day?" he thought sarcastically.

He turned and ran into an nearby alley to change.

In the store, Hammerhead and two of the thugs aimed guns at the people in the store, one armed with a shotgun, while the other two ransacked the cash registers, putting the money into bags. The innocent people inside was the owner, his wife, and five customers, four men and a woman.

"That's all the money." one of the thugs said.

"Great. Let's go." Hammerhead said.

The thugs all turned and stormed out of the store, then began to run across the street, when they heard a web-shot that hit one of the thug's in the eyes.

"AH!" he moaned, dropping his money bag. "I can't see!"

Hammerhead and the others all turned around and saw Spider-Man jump down from a wall, landing in a three-point stance in front of them, as the first thug pulled the web off his face.

"Well, well, well, if it isn't my old friend, Hammerhead?" Spider-Man joked. getting up. "Been a while, hasn't it?"

"Yes, it has." Hammerhead spat, punching his fist. "Guess I should thank you."

"Thank me?" Spider-Man questioned.

"For curing that Spider Island mess with those friends of yours." Hammerhead sneered. "My Boss was very pleased."

"Boss?" Spider-Man questioned, confused. "I thought you were the head gang leader here?"

"Nah, I'm just his right-hand." Hammerhead sneered. "But anyway, my Boss was happy when everyone who mutated turned back to normal, and so were the other crime families."

"And would you mind telling me why?" Spider-Man questioned, folding his arms.

"Because there was no profert to be made by having the entire city being made up of monsters." Hammerhead said. "Every crime lord in the city actually agrees with that, so you all did us a favor by curing everyone."

"Oh, gee, I'm flattered, I really am." Spider-Man joked, touching his heart. "Still, I'm afraid I'm gonna have to ask you to hand back that money?"

"Ha! Like that'll happen. Get him, boys!" Hammerhead roared.

His men all fired their guns at him, the two with the money bags having pulled out a pistol from their jackets, but they all missed as Spider-Man back flipped up the wall. He then dived down towards them all, grabbed one of them and pulled him down, before he rolled along the ground and threw the thug away.

"AH!" he yelled.

He hit his back against the wall before he fell unconscious.

Spider-Man got up slightly and turned to the others all aimed their guns at him, before he lay down on his back and rolled his body around, dodging the blasts.

"Is he break dancing?" the one with the shotgun asked.

"I don't know." another shrugged.

Spider-Man kept rolling around with his legs out, until Hammerhead and his three men heard their guns click, telling him they ran out of bullets.

"Ah, have you guys run out?" he joked, getting up to his knees. "Let me help you then?"

He shot two webs from each of his hands, which hit all four guns, then he pulled on the lines, pulling the guns out of the thugs hands.

"Hey!" the first complained.

"Give those back, you web-head!" the second roared.

"Oh, as you wish." Spider-Man joked.

He threw the shotgun back at the first thug, which hit his chest, knocking him back, before he jumped off the wall and kicked the thug with both feet, knocking him away.

"AH!" he moaned, hitting the ground on his back.

Spider-Man turned to the other thugs, then split kicked the other two, knocking them down, leaving him and Hammerhead alone.

"Looks like it's just you and be, bug!" he spat, punching his fist.

He and Spider-Man began to circle each other, before Hammerhead charged forward, but Spider-Man jumped up and pushed his hands against his back, like a game of leap-frog. He landed on the ground, then turned around as Hammerhead stopped and turned to him, then Spider-Man shot a web at him, but he grabbed the end of it.

"Ha, nice try, web-head." he smirked.

He pulled on the web, pulling Spider-Man towards him, then he held up his fist to punch the hero, but Spider-Man saw this and leaned back, kicking his chest with both feet, knocking him away.

"AH!" Hammerhead yelped, before he hit the ground on his back. "Oh!"

"Ouch. You were saying, hardhead." Spider-Man joked. "Looks like you slipped up."

He looked around as the other thugs all slowly got back up, the one hanging from the lamppost cutting the web with a knife, which caused him to hit the ground hard.

"Oh!" he moaned.

"Why bother getting back up, guys?" Spider-Man asked jokingly. "I'll only knock you back down again."

"I don't think so!" came a voice.

Spider-Man turned and saw another thug coming out of the van, who threw a flashbang at him, which exploded upon hitting the ground right in front of him.

"AHHH!" he yelped.

Hammerhead smirked as he got up, then he charged at Spider-Man, who's Spider-Sense tingled, but he rammed his back with his head before he could react, knocking him away.

"AH!" he yelped.

He flipped forward and hit the ground on his chest near two of the thugs, who both then kicked him as his Spider-Sense tingled again, making him roll along the ground, before he hit the side of a car and passed out.

"Nice work, boys. Now, let's get the loot and get outta here." Hammerhead said. "He won't stay down for long."

The thugs all gathered up the money bags and their guns, then they all hopped into the van, Hammerhead sitting beside the driver.

"Step on it!" he ordered.

The driver nodded and hit the pedal and sped the van away, just as Spider-Man lifted his head up and shook it, staring at the van.

"Oh, great! Blinded by a flashbang, allowing them to get away!" he groaned. "So much for stopping Hammerhead for good!"

He got up to his feet and looked around.

"I wonder who Hammerhead was talking about though?" he thought. "I always thought he was the main crime lord around here, but I guess I was wrong."

He turned and jumped up, then began to climb up the wall towards the rooftop, then once there, he got to his feet and turned around, looking at the city.

"I wonder who this guy could be?" he thought. "It can't be Tombstone since he said he was hired last time we met. And Mr. Negative doesn't seem like the type of person Hammerhead would work for? I better keep a better eye on the News and when I'm at the Bugle from now on."

He put his hand to his chin as he kept thinking, when he heard his phone beep.

"Huh?" he muttered.

He took out his phone and looked at it, seeing the caller was Iron Man.

"What's Iron Man want with me?" he thought.

He put his phone near his ear.

"Hello?" he said.

"Hey, how you doing, web-head?" Iron Man asked.

"Uh, doing fine." Spider-Man assured. "What's up on your end?"

"Everything's fine. We're all getting back to normal here." Iron Man assured. "I'll tell you more later, but for now, can you meet me, Carol and Jess at Lincoln Square in the Upper West Side?"

"Uh, sure." Spider-Man said. "I'll get there as soon as I can. Do you want me to get the others?"

"Great. See ya, web-head." Iron Man said.

Spider-Man hung up and put his phone away.

"Since he wants only me instead of all of us, I better go alone." he thought.


A little later, Spider-Man was swinging through the city towards Lincoln Square, before he landed on a rooftop and looked around, seeing Spider-Woman, Capt. Marvel and Iron Man standing on another rooftop nearby with the Quinjet.

"Well, there they are." he thought. "Better go see them."

He jumped off the rooftop and gilded over towards the three Avengers, who all turned to him, before he landed on the rooftop.

"Well, you made it, kid." Capt. Marvel said, impressed. "I'm impressed."

"Glad you made it, Spidey." Spider-Woman said.

"Thanks. So, what did you all want with me?" Spider-Man asked.

"We've got a little present for you, Spidey." Capt. Marvel said.

"Uh, my birthday was about four months ago." Spider-Man said.

"Okay, early break-up present, since your school year's nearly over." Capt. Marvel said.

"I think he gets it, Carol." Iron Man said. "Get into the jet, kid?"

"What for?" Spider-Man asked. "Can't you just tell me here?"

"Just come with us, Pete." Spider-Woman said. "We've got something to show you, and I think you'll love it."

The three Avengers turned and walked into the Quinjet, as Spider-Man shrugged and followed them inside, wondering what they wanted to show them.


In the Kingpin's Skyscraper, Kingpin was sitting behind his desk, when Hammerhead came towards him.

"Mission accomplished, Boss." Hammerhead said.

"Excellent." Kingpin said, playing with his fingers. "Did you run into one of those web-heads?"

"Yeah, Spider-Man." Hammerhead explained.

"And did he stop you and your men?" Kingpin asked.

"Well, he almost did, but we managed to give him the slip with the help of a flashbang." Hammerhead explained. "It blinded him long enough for us to slip away."

"Good." Kingpin said. "Normally, I'd say kill him, but since he helped cure that whole Spider-Island mess, I figure letting him live this time can be my repayment for that. Same for his little friends next time we still them."

"That does seem like a fair move." came a voice. "Some of the other crime families actually agree with you on that, father."

Kingpin and Hammerhead both turned and saw Kingpin's son, Richard Fisk, coming towards them, who was a lot thinner than his Dad, had brown hair, but he had the same facial appearances.

"Ah, Richard, I'm glad you made it." Kingpin said. "How have things been going on your front?"

"Excellent, father." Richard assured. "But I'm afraid I have some bad news."

"What do you mean?" Kingpin asked.

"The Police are getting suspicious about some on our payroll, Dad." Richard explained. "Apparently, due to a lot of evidence going missing, several good cops have been keeping a close eye on our men on the inside."

"Hmm? This is indeed troubling." Kingpin said, putting his right hand on his chin. "We might end up losing some valuable men on the inside at this rate."

"You're right, Boss." Hammerhead agreed. "We can't let that happen."

"Which precinct is it, son?" Kingpin asked.

"The 13th, Dad." Richard replied.

"That's the one run by Capt. George Stacy." Hammerhead said.

"Yes." Richard said. "And he's one of the city's best Cops."

"How do you know it's that one, son?" Kingpin asked.

"Because Blake and Hoffman have told me they're being watched carefully by the Captain's two best Lt's." Richard explained.

"Hmm? This isn't good." Kingpin said.

"No, it isn't." Richard said. "If one of our men gets exposed, more could follow, tracing things back to us all."

"So, what are you suggesting?" Hammerhead asked. "We can't let that happen."

"We set up an innocent cop to take the fall for our men inside the Police Department." Richard said.

"I believe your son has a good point." came a voice.

They all turned and saw Alister coming towards them in his hoverchair.

"By planting evidence on an innocent cop, we'll be able to throw the feds off our trail." he said. "We'll just have to warn our men to watch themselves for a while afterwards."

"That might actually work Boss, although afterwards, our men would have to try and plant evidence leading to another crime lord to throw them off our trail." Hammerhead said.

"I agree, father." Richard said. "This might be our best chance."

"Right. Who would you recommend we frame up then, Alister?" Kingpin asked.

"Well, I wouldn't recommend Capt. Stacy himself, it'll look too suspicious." Alister said.

"He's right." Hammerhead agreed. "We need someone who hasn't been in that department for long."

"I'll contact Hoffman and Blake and see tell them to plant evidence on one of the newer Cops at that precinct." Richard said. "They'll need some time though."

"That's better still." Alister said. "We'll

"Good." Kingpin said, putting his hands together. "Hopefully, that should get the feds off our backs for awhile at least. Get it done."

Richard smiled before he turned and walked away, to begin his plan.


A little later, Spider-Man was in the Quinjet with Iron Man, Spider-Woman and Capt. Marvel, who was piloting it over the city.

"What's with all this secrecy stuff?" Spider-Man asked. "I mean-"

"Pete, it's a surprise, that's why we can't tell you." Spider-Woman assured.

"Can you least tell me where we're going then?" Spider-Man asked.

"No point, we're almost there." Capt. Marvel said.

Spider-Man got up and approached her as she landed the Quinjet down on the top of a building on Roosevelt Island, before the door opened up.

"Come on? We have to on foot from here." Capt. Marvel said.

Spider-Man looked confused as they all left the Quinjet, then followed them to the end of the rooftop, seeing they were near the East River. He turned to ask them why they were here, before they all turned and flew/gilded away.

"Guess I'll find out." he thought, as he jumped and gilded after them.

They landed near an entrance to an abandoned subway tunnel, before they all began to walk down it. As they did, Spider-Man saw it was near the 63rd street subway tunnel, before they suddenly stopped halfway, making him stop too.

"Okay, why'd you stop?" he asked. "And what we doing here?"

"You're about to find out, kid." Capt. Marvel said.

She approached five small pipes together on a wall, then pulled the middle one back, showing a secret doorway which opened up.

"What the...?" Spider-Man muttered.

The four heroes entered the room, and saw they were inside a cave full of high-tech equipment. There was a high-tech computer at the back of the room, with a large spider web on the wall behind it, a lab table full of science equipment, a med table with medical supplies near it, a few mats for sparring and training, as well as a bunch of practice dummies, and some locker rooms for them to change in.

"What is this place?" Spider-Man asked, looking around in amazement.

"Your new base." Iron Man said, raising his helmet up.

"We figured you Web-Warriors could do with your own base." Capt. Marvel said.

"Every superhero team has one expect for you guys." Spider-Woman said. "It seemed only fair."

"Well, how'd you find this place?" Spider-Man asked. "And when?"

"Ever since Spider Island ended, Hank, Bruce and myself have been searching the city for a secret place for you and your friends to have a secret base." Tony explained. "Hank found this after searching the internet, and after checking it out, thought it was the best place for you, Parker."

"Yeah...I guess. So, where'd you get the idea for this; Batman or the Ninja Turtles?" Spider-Man asked. "I mean, this kinda looks like the Batcave or the Turtles lair."

"Well, I'd like to think a mixture, Pete." Spider-Woman said. "This place has been abandoned for over 50 years, so no one knows about this secret lair here."

"So, no one else knows about this place at all, expect for you guys?" Spider-Man asked.

"Well, our fellow Avengers know, and so does the Fantastic Four, since Dr. Richards helped us set it up for you, Pete." Spider-Woman said, touching his shoulder. "He's probably told the rest of them by now."

"Right." Spider-Man understood.

He walked off and had a good look around the cave, amazed by all the stuff he'd been given, as the three Avengers watched, before he approached the three of them.

"So, what do you think, kid?" Tony asked.

"I think this place is great." Spider-Man said. "I think with this place around, it'll defiantly help me and my team out."

"So, you gonna call your fellow web-heads and show them this place?" Capt. Marvel asked.

"Miles is with a friend and Gwen's at work right now." Spider-Man explained. "I'll be able to show this to them tonight though when they've finished."

"Good to know." Capt. Marvel said. "This place is all yours, kid. You and your friends have earned it."

"Thanks." Spider-Man said.

"Well, that's all, kid." Tony said. "We'll leave to get sorted and then show your friends. Come on, girls."

"I'll catch up." Spider-Woman said. "I'll only be a few minutes, Tony."

"Okay." Tony said.

His helmet shut down around him, before he and Capt. Marvel approached the wall the entrance was, where - like the other side - was five small pipes together. He pulled the middle one down, then he and Capt. Marvel walked off out of the cave, leaving the two Spiders alone, who took off their masks.

"What is it, Jess?" Peter asked.

"I think I'm a bit jealous, Peter." Jessica said.

"Jess, this base as much yours as it is mine and the others." Peter said. "Like you said, us Spiders have to stick together. You said so once yourself, you're the Web-Warriors Avenger representative."

"True." Jessica said. "And I apricate the offer, Peter, but it's not that."

"Then what is it?" Peter asked. "Jess, like you said two weeks ago, 'Us Spiders shouldn't have secrets between each other'."

"Well... What I'm jealous of is you and Gwen." Jessica admitted. "I mean, you two love each other so much and make it work just like Hank and Janet, and well-"

"Is there someone at the tower that has your eye?" Peter asked.

"No." Jessica said, shaking her head. "It's just, I've never been able to find someone like that. I bet even Miles has found someone."

"Well, he sorta has, but he hasn't asked her yet as he's been busy and she's not into romance right now." Peter assured.

"Oh." Jessica said.

"Jess, I'm sure you'll find someone out there." Peter assured. "Gwen and I were friends for years before we got together."

"You were?" Jessica asked.

"Yeah." Peter said. "We knew each other since we were eight before we started crushing on each other, and then got together, after she got her powers that is."

"Wow. I didn't know that." Jessica said. "You really think I'll find someone?"

"I'm sure." Peter said. "There's several couples among the X-Men for one thing."

Jessica smiled and hugged him tight like a brother, which he returned, before pulled apart.

"Thanks, Peter." she said, putting her mask back on. "I'll see you around."

She turned around and walked out of the cave, leaving Peter all alone inside his new base, for him, Gwen, Miles and Jessica if they needed her.

"I better text Gwen and Miles and tell them to meet me later." he thought, taking out his phone, knowing what he had to do.


Meanwhile, Miles and Ganke were both now inside a café in Brooklyn called the Form Party, sitting at the same table with a smoothie together.

"It feels good to be here again." Miles said, looking around.

"Haven't you been to places like this around Midtown?" Ganke asked.

"Yeah, there's a few places. There's the Coffee Bean, which I admit is alright and decent." Miles began. "It's one of the main hangouts for the students at Midtown."

"Anywhere else?" Ganke inquired.

"Well, I've seen a few places called Joe's, Jimmy's and Stan's, and there's a place called the Sliver Spoon Café." Miles explained. "Peter told me he took Gwen there last Valentine's Day. Other than that through, not much."

"Right." Ganke said. "We're gonna have to find a way to hang out more. It's been weird without you."

"Hey, I know what you mean." Miles said. "Since summer's not far away, we might get the chance though."

"Oh, yeah, that's right." Ganke said. "It's only a few weeks away. Well, if we don't see each other again until then, let's make the most of this."

"Cheers." Miles said.

They both toasted their smoothies, then began to drink some of their own, when Miles heard his phone beep.

"Huh?" he muttered, putting his down on the table.

He took out his phone and saw it was a text from Peter.

"I've got something to show you and Gwen tonight. You're gonna love it. See you, Peter."

"What is it?" Ganke asked.

"Oh, it's Peter." Miles said. "He just wants me to meet him later tonight, that's all."

"Oh, right." Ganke said. "What for?"

"Just to show me something, but other than that he doesn't say, but if I know him, it's important." Miles said.

"Oh, okay." Ganke sighed. "Well, good thing it's at night then, since I don't want our hanging out to get interrupted."

"I know, me neither." Miles said. "So, let's make the most of the time today."

Ganke smiled before they both drank some of their smoothies, and began to catch up some more with each other.


In Chinatown, Gwen was still at FEAST with Aunt May, Rio and the other workers and volunteers, Liz having now left after having a good luck around. Gwen herself was sitting in a chair, watching TV with some of the homeless, as she was taking a break from work. The TV showed a News report, which was telling how things were going on the city, when she heard her phone beep. She took it out and saw she got a text from Peter.

"I've got something to show you and Miles tonight. You're gonna love it. See you, Peter. XX."

Gwen smiled, wondering what it was, but she knew it wasn't something just for her since Peter wanted Miles to see it as well. She turned as she felt a hand pat her shoulder, making her turn to see Rio standing near her.

"Mrs. Morales?" Gwen said, getting up.

"Gwen, can I have a word with you alone?" Rio asked.

"Sure." Gwen said.

They both turned and walked off, before they stopped near a door and turned to each other.

"So, what is it?" Gwen asked.

"It's about Miles." Rio said. "I've noticed he's been acting nervous when near a girl. I thought you might've noticed since you and Peter have become close to him."

"Oh, right." Gwen understood, as she and Peter knew Miles was crushing on their friend Anya. "Yeah, it's Anya. We can both tell he likes her a lot."

"Well, has he ever thought-" Rio began.

"He has, but she's not in the mood to date anyone yet." Gwen assured, knowing what she was gonna ask. "She does consider him a close friend though."

"Oh. Well, I just wanted to know if they were together." Rio explained. "Thanks, Gwen."

"No problem, Mrs. Morales." Gwen said.

Rio smiled and walked off, as Gwen turned to her, who began to wonder what Peter wanted to show her and Miles later, and also if Anya knew Miles was crushing on her.


In the city, Spider-Man was swinging through the city, when his phone beeped.

"Huh?" he muttered.

He dived down towards a nearby building, before he landed on the roof and took out his phone, thinking it was either Gwen or Miles, but saw it was Bobby.

"Hello?" he said, putting it to his ear.

"Hey, Pete. How you doing?" Bobby asked.

"Doing fine, Bobby." Spider-Man assured, raising his mask up over his mouth. "Everything's almost back to normal here in the city."

"Almost?" Bobby inquired.

"The buildings that got damaged are still under repair." Spider-Man explained.

"Oh." Bobby said.

"So, how's things with the X-Men?" Spider-Man asked.

(Xavier Mansion)

Bobby stood on a balcony outside his bedroom at the mansion, dressed in a loose shirt and shorts, and running shoes. He could see Angelica, Jubilee and Storm all in the swimming pool, Jubilee in a black one-piece swimsuit, the other two in bikinis, Storm's white and Angelica's red, Storm relaxing near the shallow end, while the other two girls swam around.

"Well, things are fine and dandy over here, Pete." he said. "We all told the Professor and Warren what happened."

"We're they shocked?" Spider-Man asked.

"Yep. The Professor was actually bewildered, and no one but Scott's seen him like that before." Bobby said.

"Wow. So, is everyone doing okay?" Spider-Man asked.

"Well, to be honest, half of us have gone away for a while to get away from the craziness." Bobby explained. "Scott and Jean have gone to a cabin in the mountains for a while, bit weird since their wedding's coming up."

"Wait, they're engaged?" Spider-Man questioned, shocked.

"Yeah." Bobby said, nodding.

"Well, tell them I said 'Congratulations'?" Spider-Man asked.

"I will." Bobby said.

"So, who else is missing?" Spider-Man asked curiously.

"Kurt's gone off to take some time for himself, Logan's gone off to Canada to get his mind of what happened, and Rogue's taking Remy down South to relax, but if I know them, they'll be doing more than that." Bobby said.

"So, it's just you, Beast and the other girls?" Spider-Man asked.

"Yeah." Bobby said, before he heard a knock on the door. "Come on. There's someone day the door."

"Okay." Spider-Man said.

Bobby lowered his phone slightly, when Kitty phased through the door and approached him, who was dressed in short-shorts, a purple vest shirt, and a pair of normal shoes.

"Oh, sorry. I didn't know you know you were on the phone." she said.

"It's okay, Kit-Kat." Bobby teased. "I'm just letting Spidey know how things have been going since Spider Island."

Kitty giggled and approached him, before she linked her arm with his.

"Kit-Kat?" Spider-Man questioned. "Is that Kitty, and are you two...?"

Both Mutants looked at the phone as Bobby held it up.

"Yeah, since that mess ended." he explained.

"To put it short, I went to his bedroom during the night. We talked about what happened and about how worried we were for each other, then we sorta kissed." Kitty explained. "We're still new at this though, so I'm not used to the pet name Frozone here's giving me."

"Hey!" Bobby said, slightly offended.

"Hey, nearly every couple has that." Spider-Man said. "Even Gwen's got one for me, though she only uses it when we're alone."

"Oh, right." Kitty said. "Yeah, Gwen told me about that."

Bobby smiled and wrapped his arm around her, making her turn to him.

"Hey, look, I'm going out for a jog." she said. "You wanna join me?"

"Sure, just wait 'til I've finished here, Kitty?" Bobby asked.

Kitty smiled and kissed his cheek, before she turned and ran out of the room, phasing through the door to do so.

"Glad to see things are fine with you guys." Spider-Man said.

"Have you heard from the other teams?" Bobby asked.

"Yeah, and they're doing fine." Spider-Man said. "Anyway, thanks for the call, and congratulations."

"Thanks." Bobby said.

He hung up his phone and put it away, before he approached the door to join his new girlfriend.

(The city)

Spider-Man put his phone away and smiled, happy to know his friend had finally gotten together with Kitty.

"Gwen, Johnny and I all knew that was coming sooner or later." he thought, lowering his mask.

He approached the edge of the roof and looked at the city, when he heard an alarm bell.

"Huh?" he muttered.

He looked down and saw the Silver Spoon Café was being robbed, but only by four masked thugs, one of which was a woman, her dark hair tied in a ponytail. There was also at least nine hostages inside, which included Liz's father, as Spider-Man recognized him.

"Guess I better stop them." he thought, jumping off the rooftop.

The four thugs all stormed out of the Café, the woman and head-thug holding hands as they laughed, when one of the others got hit by a web from behind and pulled up.

"AH!" he yelped.

The other thugs all turned around as he got hung upside down from a lamppost, which Spider-Man hung upside down from like a yo-yo.

"Spider-Man!" the third gasped.

"Yeah, that's me." Spider-Man joked. "Now, what do we have here? Looks like a small group of thieves who can't see crime doesn't pay around here."

"Stay outta this, wall-crawler!" the leader growled. "And let him go?!"

"Sorry, can't do that." Spider-Man smirked.

"Ah, get him!" the woman roared.

All three thugs fired pistols at him, but missed as he jumped away with the fourth thug, somersaulting over them, before he landed on the opposite wall.

"Hey, careful with those things." he said, turning to them. "Someone like your friend here could get hurt."

He turned slightly and webbed the thug to the wall near the bottom of it, before he climbed up slightly, then he dived towards the other three, who all turned to him. They fired their pistols at him again, but missed as he pounced forward and landed on the third, knocking him onto his back out cold.

"Ah!" he groaned.

"So, who's next, Bonnie and Clyde?" Spider-Man joked, turning to the last two.

They both glared at him as they aimed their pistols, but he shot webs at them both, which grabbed their guns, then pulled them out of the crooks hands.

"Ah!" they yelped.

They both glared at Spider-Man, before they charged at him, but he back flipped away, landing on a car's roof, then he shot a web which hit the man's chest.

"Hey!" he gasped, before Spider-Man pulled him forward.

He punched the thug in the chest, knocking him away, who hit the ground on his back near the woman, who crouched down near him.

"Nooo!" she cried.

She felt his pulse, finding he was only out cold, before she turned to Spider-Man.

"You'll pay for what you did to my husband, wall-crawler!" she growled.

"Hey, I only knocked him out cold!" Spider-Man argued.

The woman glared at him as she got up and charged at him, then tried to punch him, but missed as he blocked it with his right forearm, before he grabbed her forearm and twisted it slightly.

"I thought you'd never hit a woman?" she snarled.

"Normally, I don't, but if the girl's been naughty, I still do what I have too, I just go a bit easier on them." Spider-Man joked.

He punched her belly slightly with his free hand, knocking her back slightly, then he spun around and kicked her, sending her flying away.

"AHH!" she yelled, before she hit the ground beside her husband. "Oh!"

"Ah, right beside each other. How cute." Spider-Man joked.

He turned as he heard sirens wailing, seeing three Cop cars coming down the street. He turned and jumped up, before he began to swing off as the cars pulled up, then he landed on a rooftop and looked down at the scene, seeing the Cops getting out, which included Lt. Watanabe.

"Looks like one of the web-heads has done it again." a Cop said.

"Yeah." the Lt. agreed. "Book 'em."

Spider-Man smiled as he turned around and walked across the roof.

"Well, that was easier than the last one." he thought, rubbing his hands. "I may have let one group of thieves escape, but at least I stopped that one."

He approached the other side the rooftop and looked at the quiet area of the city, when he heard his phone beep.

"Hmm? I wonder who it is now?" he thought.

He took out his phone, and saw he had a text from both Gwen and Miles.

"When and where do you want us to meet, Pete? Gwen. XX."

"Just tell me the time and place to meet, Pete? Miles."

Spider-Man smiled and began to text them back, telling them to meet him tonight at Sutton Place.


That night, Spider-Man was swinging through Sutton Place with Ghost-Spider and Shadow-Spider, who were both following him, as he was about to show them their new base.

"You mind telling us where we're going?" Shadow-Spider asked.

"Taking you somewhere you'll love. An early present from the Avengers." Spider-Man explained.

"But your birthday was months ago?" Ghost-Spider recalled, who was purposely going slower to make sure her boyfriend stayed in the lead, due to her being the fastest.

"Not that kind of present." Spider-Man assured. "Trust me, you're both gonna be surprised."

Ghost-Spider and Shadow-Spider turned turned each other as they kept swinging after him, before he turned left down a road, before they came to they approached the Ed Koch Queensboro Bridge.

"Uh, why are we going to Roosevelt Island?" Ghost Spider asked.

"You'll see when we get there, Ghostie." Spider-Man promised. "Just swing across the bridge for now, as we're almost there."

He began to swing across the bridge, as his fellow Web-Warriors turned to each other as they swung after him. Once on the other side of the bridge, Spider-Man turned and gilded over to the entrance to the subway tunnel, before he landed near it, then he turned as Ghost-Spider and Shadow-Spider landed in front of him.

"O-kay, Spidey, what's going on?" Shadow-Spider asked.

"Yeah, why'd you bring us to an old abandoned subway?" Ghost-Spider asked.

"It's what's down the tunnel." Spider-Man smiled. "Just follow me?"

He turned and walked down it, with his two fellow Spiders following him, looking confused, before they reached the pipes.

"Well, we're here." he said. "Say hello to our new base."

"Our what?" Ghost-Spider questioned.

"Base?" Shadow-Spider questioned.

Spider-Man pulled the middle pipe down, opening up the secret door, shocking his fellow Spiders.

"Step into the parlour, my friends." he joked, as he walked inside.

The other two followed him inside, then Spider-Man took off his mask as they both looked around the place in amazement, just as the door closed behind them all.

"So, what do you think?" Peter asked, turning around.

His fellow Spiders took off their masks and smiled at him.

"Pete, this place is amazing." Gwen said.

"Yeah. Who set it up for us?" Miles asked.

"Like I said, early present, from the Avengers and Dr. Richards." Peter explained. "They found it not long after Spider Island and have been working on it since. Only finished last night."

"So, now it's ours to use?" Gwen asked.

"Yeah, our very own base." Peter said.

"Well, what's the name?" Gwen asked.

"Uh... They never actually told me." Peter said. "Maybe we better come up with something."

The three friends put a hand to their chins to think of what to cave their new base.

"I got it; the Spiders-Nest." Miles said.

"Miles, this is a cave, not a nest." Gwen said. "I think the Spider-Cave has a better ring to it."

"Pete, what do you think?" Miles asked.

"I'm with Gwen here. I can't think of anything else." Peter said. "The Spider-Cave it is."

Gwen and Miles smiled, before the three of them shared a group hug, happy to now have their own base to help them in their job of protecting the city and beyond if necessary. Unknown to them however, they would soon be joined by another Spider hero, as not everyone had been cured from the virus two weeks ago.


A/N: I know Iceman's gay in the comics, but I've seen so much media where he's portrayed as straight it's a bit weird for me, so in my world, he's not gay. I might compromise though and make him Bi later on through.