A/N: Please read and review?
On the morning of 25th of April, Prof. Warren was in his lab beneath his house, working on his next formula. He held up two test tubes of liquid, while other liquid moved in other beakers, with a syringe nearby.
"I made mistakes before, but even experts make mistakes." he thought. "This time however, I know my plan will work."
He poured the liquid from the test tubes into a flask, mixing them up as he looked at them.
"With this and the bee DNA I have, I should be able to create a bee-man, which will hopefully kill Parker with its sting." he thought.
He held up the flask, grinning evilly.
"Today Parker, you will die!" he declared.
He picked up the syringe and dug it into the flask, taking a sample of its contents, then he turned and walked off, preparing to start his search for someone.
Meanwhile, at Midtown High, the school bus parked outside, then the students began to pile out, as Spring Break/Easter was now over. Peter and Gwen both stood in the hallway, going through their lockers, while Harry came towards them both.
"Hey, guys." he said.
"Hey, Harry." Gwen said.
"You have a good Easter?" Harry asked.
"Sure did." Gwen answered.
"Me too. We also celebrated our first anniversary." Peter said, wrapping his arm around Gwen.
"Oh, yeah. It was on Saturday, wasn't it?" Harry inquired.
"Sure was." Gwen said, as Peter moved away slightly. "Just wish we hadn't found that body afterwards."
"Oh, yeah, I heard about that." Harry said. "At least your time was more enjoyable."
"What do you mean?" Peter inquired.
"MJ's been...a bit distant recently." Harry sighed.
"Distant?" Gwen questioned. "What do you mean?"
"Well, we haven't hung out much. Said she wasn't in mood." Harry sighed. "It's like she has more on her mind."
"Harry, I'm sure it's nothing." Peter said, touching his shoulder. "She's probably just gotten nervous about something. Give her time."
"Okay." Harry said. "Look, I better go. I've got History first today."
"Not us, we've got Science first." Gwen said. "We'll see you later."
Harry waved as he walked past his friends, off to History, before the couple walked off towards Science. As they did, they passed by Mary Jane, who turned left down a hallway towards another class, before they spotted Flash and Randy coming towards them, Flash using a cane instead of crutches.
"Hey, guys." Peter said.
Flash and Randy turned to the couple.
"Hey." Randy said.
"I see you're off the crutches, Flash." Peter said. "I take it your leg's better."
"Mostly." Flash answered. "I have to get another check-up at the weekend, then we'll see. In the meantime, I need to use this cane to help me around."
"That's great, Flash." Gwen said. "You'll be back on the field in no time."
"I hope so." Randy said. "The team's all ready for his return. It's been a bit bad with me."
"Hey, I've seen you out there, Randy." Flash reasoned, touching his shoulder. "You're just as good as me out there."
"Yeah, but I still prefer my old place instead of covering for you." Randy said.
"Fair enough. Well, look, we'll see you two later." Flash said.
"See you, guys." Gwen said.
"Later." Peter said.
They both waved as they walked off past Flash and Randy, who walked in the other direction.
"Glad to see Flash is almost better." Gwen said.
"Sure. If we hadn't stopped Electro that night, who knows what could've happened." Peter said quietly.
Gwen nodded in agreement, before she linked her arm with his, before they stopped outside Prof. Warren's class.
"Well, here we go." Peter said.
Gwen smiled and kissed his cheek, as Peter opened the door to the classroom. As they however, they saw, not Prof. Warren, but a man with dark brown hair, glasses, and a thick beard and moustache, who sat behind Prof. Warren's desk.
"Are you two in this class?" he asked, looking at them.
Peter and Gwen turned to each other with confusion, before back to the man.
"Yes." Peter said. "Peter Parker and Gwen Stacy. Who are you?"
"And where's Prof. Warren?" Gwen asked. "This is his class."
"My name is Prof. Roger Harrington." the man explained. "I'm afraid Prof. Warren is not very well as of this moment, so I'll be taking over for him until he recovers."
Peter and Gwen turned to each other, both wondering what was wrong with Prof. Warren.
"Now, can you please take your seats you two, while we wait for the rest of the class to arrive?" Prof. Harrington asked.
Peter and Gwen moved into the classroom, then sat down beside each other in the middle of the room. Soon, the rest of the class arrived, including Liz, Sally, Hobie and Seymour O'Reilly, who yawned while sitting at in back right corner.
"Right now, Prof. Warren has left me notes to tell me what you've covered these past terms and what he had planned for this term." Prof. Harrington explained. "So, I'm going to continue his work. Now..."
As he began to class, Peter and Gwen turned to each other, both wondering the same thing, what was wrong with Prof. Warren.
Later that day, Prof. Warren was in a street in Midtown, looking around, wearing an overcoat and hat to hide himself.
"Since school's restarted, I can't afford to be seen due to my class." he thought. "My reputation has been cleared for years, always coming in. And since, I told Davis I'm not coming in due to being sick, anyone who recognizes me will tell him I lied."
He kept walking down the street, before he turned and stopped at a Diner called The Red Flame, seeing several people inside.
"Hmm?" he muttered, putting his hand to his chin. "No harm getting something to eat since I missed breakfast."
He entered the diner and sat down at a table all by himself, when he spotted an Asian man sitting at a table nearby.
About 20 minutes later, after he'd had a few bacon sandwiches and some coffee, Prof. Warren got up to leave, when he saw the Asian man getting up as well.
"Hmm? Let's see what this man's doing." he thought. "He might just be perfect."
He left the Diner and waited outside for five minutes, before the man got out and began to walk off, then he followed him.
"I better get back to Stark Tower." the man said. "Mr. Stark will kill me if I'm late again."
Prof. Warren slowly followed him, overhearing him talking to himself.
"So he works for Tony Stark, eh?" he thought. "That might prove useful with him under my control."
He kept following the man down the street, before he stopped by a traffic light crossing. He stood beside the man, both waiting with a few others on either side, before the 'Stop' light came on, followed by the 'Cross' one. Everyone walked in across the street, before the man turned left, and Prof. Warren turned and followed him, before he bumped into a man.
"Oh!" he yelped.
"Oh, sorry about that." Prof. Warren said, with a deep voice.
"It's okay." the man said.
"No, my fault." Prof. Warren said. "I bumped into you as you stopped."
"Right." the man said.
"Um, I couldn't help overhearing you saying Stark?" Prof. Warren asked. "Do you mean Tony Stark?"
"Yes. He's my boss." the man explained. "Michael Tan."
"Uh, Miles Campbell." Prof. Warren lied, shaking his hand.
They both walked off together down the street, before they stopped by a corner.
"You heading back to Stark Tower?" Prof. Warren inquired.
"Yes." Tan said. "I accidently slept in and need to get there. I've been late before and Mr. Stark might fire me if he does."
"Oh, I see." Prof. Warren said. "Well, you mind if I share a cab with you? I need to get there myself."
"I see no harm." Tan said.
They both turned as a taxi came towards them, which was being driven my Mousie.
"Taxi!" Tan called.
Mousie pulled her cab over, then both men got into the back.
"Stark Tower, please?" Tan asked.
"Sure thing, boys." Mousie said.
She sped her Taxi off down the street, as Prof. Warren turned to Tan.
"What exactly are you working on for Mr. Stark?" the Prof. asked.
"Oh, something involving bugs." Tan explained.
"Does that include bees by any chance?" Prof. Warren asked curiously.
"Yes." Tan answered. "Why?"
"Just curious." Prof. Warren said.
"Oh." Tan said, turning around.
Prof. Warren smirked and turned away.
"If his work involves bees, he'll be the prefect subject for my newest creation." he thought.
An hour later, Mousie pulled her cab up outside Stark Tower, then turned around, as Tan paid her the money.
"This better be the right amount." she said, as she began counting it. "A few people haven't been paying me the right amount for the past few weeks."
"It's all there." Tan assured.
He and Prof. Warren both got out of the cab, then Mousie sighed and drove her Taxi off.
"So, I take it this is where we part once we're inside?" Prof. Warren said.
"Yeah." Tan said. "Well, see you around."
He turned around to walk off, as Prof. Warren took out the syringe he had, then dug it into Tan's left forearm.
"Ow!" he yelped, turning around.
He clutched his forearm as Prof. Warren hid his syringe back into his coat.
"You okay?" he asked kindly.
"Yeah, something just stung my forearm." Tan said.
"Maybe there's some bugs around here than need attending to." Prof. Warren joked, as he putting a device on the back of his neck.
"Oh, right." Tan said.
They both entered the building, then Tan walked off, as Prof. Warren waited by a pillar.
"I'll wait here ten minutes and then leave, and if anyone asks, I'll just say I have an appointment." he thought.
Meanwhile, Tan walked down a hallway, before he entered an elevator, which closed behind him. It took him up five floors, before the door opened, then he entered a lab. He approached the window across the room, then looked down at the city, wondering what to say if Tony Stark found out he was late. Around the room, were tiny cages with bugs in, with flies, bees, wasps, ants, ticks, termites and maggots among them, all with glass around them to prevent them from leaving.
"Well, I guess all I have to do now is wait." he thought.
He began to sweat badly, confusing him, making him rub some off his forehead with his right arm.
"Okay, how can it be hot in here?" he wondered. "I took a taxi here, and this room isn't hot? Maybe I better open a window."
He moved along to his right, where a hatch of the window was, then he opened it, letting air into the room.
"That should help." he thought.
He turned to walk off towards the animal cages, when he felt a sharp pain in his chest.
"Ah!" he moaned.
He clutched his chest as he turned around, but instead of turning into a bee like Prof. Warren hoped, a bunch of small bees began to come towards him from the window like he was a magnet, which began to completely cover his body.
"What in the world!" he gasped.
He fell to his knees as the bees covered him more and more, until he was covered head to toe, with his eyes turning yellow. He got up and looked around, his mind completely not under his control, as he turned and saw his reflection in the window, seeing he'd become a Swarm of bees.
"Ah! What's happened to me?" he gasped.
He looked around, seeing the bugs in the cages hadn't moved, but the bees ones were trying to get out, but the glass around them prevented that.
"Just what is going on?" he wondered. "The bees are acting crazy?"
He turned to the door as it opened up, then four guards came in, aiming their sidearms at him.
"Hold it right there!" the leader yelled.
Swarm stared at them all as he backed away towards the window, as the guards looked shocked.
"What is that thing?" one asked, who was African.
"I have no clue." another said, who was blonde.
Swarm turned around to the window, as the guards started to fire at him, the bullets hitting the window, putting holes into it, but also passing through Swarm, as his body took itself apart into hundreds of bees.
"What in the world?" the blonde guard exclaimed.
"No way?!" the last exclaimed, who was red-headed.
Swarm's bees come back together and reform him completely, taking everyone by surprise, including him.
"How'd I do that?" he wondered.
He looked up at the guards, before he turned around to the window.
"I better get outta here. I won't be able to work on myself if people are shooting me?" he thought.
He jumped and smashed through the window and turned into many tiny bees, which all flew off together, but then all came back together on the ground, showing Swarm complete again.
"Okay, time to get outta here and find out what's happened?" he thought.
As turned and began to run off, getting everyone in the street to scream and run off.
In the lab, the four guards looked down at him from the smashed window.
"Oh, boy, this isn't good." the blonde said.
"Agreed." the African said.
"I'll alert Mr. Stark." the leader said. "Look around and check the surveillance. Maybe we can find out what he's done with Mr. Tan."
The others nodded as they turned and ran off, while he took out his radio and held it up to call Tony Stark.
Down below, Prof. Warren took out a remote from his pocket, then turned pressed a button on it, activating it.
"Hopefully Mr. Bumblebee is now complete and will start wrecking havoc on the city, which will lure Spider-Man and Parker out." he thought.
He put his remote back in his pocket and walked towards the door, before he left the tower, and began to make his way home.
Back at Midtown, the school was now out, as the bell rang, then all the students walked out of the school. Once outside, Peter, Gwen, Harry and Mary Jane all met up together. They all looked around and saw several students talking, as the news of Prof. Warren being absent had spread fast, and was a big topic of conversation.
"I wonder what's wrong with Prof. Warren?" Gwen asked.
"I don't know." Mary Jane shrugged. "It's weird. He's never been off before."
"I don't think it's stress." Harry said. "He's never shown it before."
"Prof. Harrington said he wasn't well." Peter recalled. "He must be sick or something."
"Well, I hope he's okay." Gwen said. "He's my favortie teacher."
"Same here." Peter said.
"You're only saying that because your his best students." Mary Jane teased.
"It's more than that." Gwen sighed. "He's...like an Uncle figure to me."
"Oh..." Mary Jane said.
"I'm sure he's okay." came a familiar voice.
The four teens turned as Miles came over and joined them.
"I may not have been here as much as you guys have, but I'm sure he'll be back in no time." he said.
"Well, that makes us better, Miles." Peter joked.
"Yeah, thanks." Gwen smirked.
"We'll see you guys later." Harry said. "I've gotta get home. Dad wants me at a meeting with him tonight."
"And I've gotta get some things for Aunt Anna." Mary Jane said.
"Well, I have to leave too." Peter said. "Pictures for the Bugle and all."
"Okay. I'll see you later, guys." Gwen said.
She kissed Peter's cheek before they all parted and walked off if different directions. As Peter walked off, Miles ran off and caught up to him.
"Do you want me to go with you?" Miles asked.
"Nah, I'll be alright." Peter said. "You just do what you want. If I hear something at the Bugle, I'll let you and Gwen know."
"Okay." Miles said. "It's just, I was a bit bored today."
"Even when around Anya?" Peter asked, as he stopped and turned to him.
Miles stopped and blushed, backing away slightly.
"You don't think I've noticed?" Peter said. "Remember when you told me you had a crush on someone?"
"Uh, yeah." Miles answered.
"Well, I've noticed that whenever you're around her, you're blushing." Peter said. "It's easy to figure out. Harry noticed it by before Gwen and I got together. So did MJ. They even tried setting us up afterwards, making us come clean."
"Wait, you didn't tell 'em at first?" Miles inquired.
"No, which was fair as they didn't with us." Peter reasoned.
"Oh." Miles said, before sighing. "Well, okay, I do. She's...amazing. I... I just can't help it. Every time I see her, I feel fuzzy inside."
Peter touched his shoulder.
"Miles, it happens to everyone when you start crushing on people." he said.
"Thanks." Miles said sarcastically.
"So, you thinking of asking her out?" Peter asked, as they walked off.
"Well, I'm not sure, due to my you-know-what." Miles said. "On one hand, I do, but the other, I'm worried for her. I... I don't wanna put her in danger, like how you and Gwen don't want your friends or families in danger."
"Miles, I felt the same at first." Peter said honestly. "Up until I found Gwen was Ghost Spider."
"But you two are different." Miles argued.
"Not until then I wasn't." Peter assured. "I was caught up on what to do, about whether or not to tell her how I felt. You need to think carefully about this."
"So, what do you suggest?" Miles asked. "Just give up on her?"
"No, I'm not saying that." Peter swore. "Just... If you really like her, try and get to know her better first. I mean, you've only known each other for almost two months. And also, from what Gwen and MJ's told me, Anya's not really in the mood for dating yet."
"She isn't?" Miles asked, glumly.
"No." Peter said. "But still, she might be in time. So until then, just act nice around her and ask her when you think she's ready, but just know it's not now."
"Okay. I'll consider it, Pete." Miles sighed.
"Right. Well, see you." Peter said.
He turned and ran off to change into Spider-Man, as Miles began to think about what Peter said.
Later, Spider-Man was swinging by himself through the city towards the Daily Bugle, as he was deliver some photos to Jameson.
"I hope Jameson likes these." he thought. "Oh, who am I kidding? He's probably gonna think the Web-Warriors did all the stuff in them."
He swung on for another four minutes, before he landed on the rooftop of the Bugle, right near the skylight above Jameson's office.
"Well, I better get in there." he thought.
A few minutes later, Peter was inside the main room, as Betty turned to him.
"Hi, Betty." he said.
"Hi, Pete." Betty said. "Uh, if you're here to see Mr. Jameson, you might wanna wait. He's in a bad mood."
Peter looked at the glass of Jameson's office, seeing he was on the phone.
"I wonder what's up?" he said.
He sat down on the chair outside the door, looking at Jameson, wondering who he was talking too, and what they were talking about.
In his office, Jameson turned his chair around to look at the city.
"Yeah, right?" he scoffed. "I know this city's full of freaks, but this is the most ridiculous thing I've heard of! Call me back when you tell me actual stuff that's happening!"
He turned his chair around and slammed the phone down, before he looked up, and saw Peter outside.
"Ms. Brant, send Parker in." he said, pressing his intercom.
"Okay, Mr. Jameson." Betty said.
Peter got up and entered the office, as Jameson looked at him.
"Ah, Parker. You got photos?" he asked.
"Yes, Mr. Jameson." Peter said. "Sorry for not being here earlier, but school's just restarted."
"That's okay. Robbie told me about the new school term starting, so I understand." Jameson said. "Now, show me what you got?"
Peter took out the photos he'd taken from the past few days from his backpack, then put them onto Jameson's desk, who took and looked at them.
"Hmm? Garbage. Crab." Jameson said, throwing two down.
Peter saw they both just had the Spider-Trio swinging through the city together.
"Crab. Mega crab." Jameson said, throwing them down. "This one's good."
He put it down, and Peter saw this one had the three Spiders down in the city in front of a bank, while the first two had them both on the side of a building together.
"He must think we were robbing the place." Peter thought.
Jameson looked at the remaining four pictures, as he only had brought nine.
"Hmm? Crap. Crap." Jameson said, throwing the first two down.
Peter saw these two had Spider-Man and Shadow-Spider swinging off together.
"Okay. Okay." Jameson said, putting the last two down.
Peter saw these two had the Spider-Trio al near front of a store, one in front, the second on the roof.
"Well, I'll admit Parker, I've seen better from you." Jameson said. "But, given the way these are, I guess it was the best you could do?"
"Yes, Mr. Jameson." Peter answered, which was true, as he hadn't had much luck.
"I'll make it 250 for these." Jameson said, writing the cheque. "If the next batch you bring is better, I'll double it."
"Okay, Mr. Jameson." Peter said, taking the cheque.
The phone rang again, making Jameson pick it up and put it to his ear.
"I might have to start getting more of me, Gwen and Miles just swinging around." Peter thought. "I just hope the shots are good."
"Yeah?" Jameson said. "What, again? This is the third call I've had about this! Sounds more like a prank to me!"
Peter looked at him carefully, wondering what was going on like before.
"Oh, fine! I'll send someone down, but if this is a joke, I'll sue you!" Jameson roared, slamming the phone down.
"I take it's not good?" Peter inquired.
"Parker, did you hear that?" Jameson asked. "Oh, of course you could, you're still here! Yeah, it's not good. People are calling in some giant bees are flying around the city."
"Giant bees?" Peter questioned. "This is...new?"
"I know." Jameson agreed. "But even after three calls with different sayings, I won't believe its true without proof."
"Where exactly is this happening?" Peter asked, thinking he'd better check it out.
"Stark Tower. One person even said it's not giant bees but some guy made out of bees who broke out of there, who is now running amuck in the area of Central Harlem. Get over there and get me photos if it's true!" Jameson ordered.
"Okay, Mr. Jameson." Peter said.
He turned around and walked off out of the office, before he looked around, seeing several people staring at Jameson on the other side of the glass, including Ned and Robbie. He gave the cheque to Betty, who wrote it for him, then he turned and walked off out of the room, knowing he had to get over to stop Swarm, and to call Gwen and Miles in to help.
"I'll wait till I'm outside before calling Gwen and Miles." he thought.
In his house, Prof. Warren was in the sitting room, watching the News, as he wanted to find out how his newest creation was fairing.
"Come on?" he thought.
He managed to get WJBP News on, with a man sitting behind his desk.
"Breaking news! We have reports of a man made up of tiny bees running amuck in Central Harlem." he reported.
Prof. Warren frowned with confusion, before an image of Swarm appeared on the screen.
"Who is that?" he wondered.
"From what we've been told, this bee guy broke out of a lab at Stark Tower, and has been running on a rampage after smashing his way out the lab window. Due to what he can do, he has been dubbed Swarm." the reporter continued. "Also, the guards of Stark Tower have reported that he was found in the lab belonging to Michael Tan, who has missing since arriving early this morning."
Prof. Warren began to think as he kept watching the News.
"Tony Stark himself is hoping that his employer is okay, and wants to know where this Swarm guy has come from." the Newsman continued. "We'll have more on this development as soon as it comes about. I just hope some of the heroes our city has can deal with this Swarm before he harms anyone else, as at least 11 people have been reported injured by him since he started his rampage four hours ago."
Prof. Warren turned slightly as he thought, since that's how long it had been since he infected Tan with his bee animal serum, which made him conclude something.
"Hmm? So, instead of turning Tan into a bee-man, it instead turned him into a man made of tiny bees?" he thought. "Not what I expected, but he'll do. If this has made the News, Parker's bound to investigate for the Daily Bugle. All I have to do now, is wait."
He sighed and leaned back in his chair, hoping the next bulletin will contain Peter's death notice.
Back in the city, Swarm was standing in a street in Central Harlem, which was about a mile away from Stark Tower. He roared as several people ran off scared, while others hid inside the buildings, worried he was gonna harm them.
"What...has...happened...to...me!" he roared.
He raised his left arm up, then several bees from it shot away from him and smashed through the windows of a parked deserted bus. More bees shot out of his body, smashing more windows of several buildings and a couple of cars, when Spider-Man landed on a rooftop nearby, looking down at the scene.
"Whoa. He's grosser than I thought." he thought, sticking his camera on the edge of the rooftop on a web. "Still, I better try to stop him before he causes more destruction."
He jumped off the rooftop and glided down towards the ground, before he landed behind Swarm.
"Well, look what we have here, a giant Bumblebee." Spider-Man joked.
Swarm turned around to him, giving them both a good look at each other.
"Whoa! What big yellow eyes you have." Spider-Man teased.
"What's that mean?" Swarm growled.
"Whoa, easy. It was a joke." Spider-Man assured.
"Well, I didn't find it funny!" Swarm roared.
He spat bees out of his mouth.
"Hey, that's gross!" Spider-Man said, disgusted.
He ducked as the bees shot at him, managing to dodge them all, then he dived forward to pounce on Swarm. He raised his arms to punch him with both hands, but Swarm separated into many tiny bees, making him go right through him.
"What?" he gasped.
He flipped forward slightly and managed to land in a three-point stance, before he turned around, as Swarm reformed himself, who looked surprised.
"Whoa. Didn't know I could do that." he said.
Spider-Man got up and stared at him.
"Okay, only Sandman and Hydro-Man have done that to me before." he recalled. "I'm gonna have to think carefully about this."
Swarm extended his right arm out to punch Spider-Man, who rolled to his left to avoid it, before he got up and shot webs from both his web-shooters, but they went right through Swarm.
"He's intangible?!" he gasped. "Oh, great! I seriously need help for this one!"
He jumped up onto a lamppost as Swarm tried to punch him with his left arm.
"Hey, bees, just how many bees you got on you?" Spider-Man asked, before he jumped down towards him. "My guess is-"
Swarm extended his right arm out, before he grabbed Spider-Man by the neck before he could finish, and then pinned him against a wall.
"AH!" he gasped. "He's even tougher than I thought!"
"I don't like your jokes!" Swarm growled.
"Hey, I was only asking." Spider-Man assured.
Swarm growled before he spun around, pulling Spider-Man with him, before he threw him away.
"AHH!" Spider-Man yelled, before hitting the ground on his chest. "Oh!"
He fell unconscious as Swarm laughed and stared at him.
"I have no time for this!" he roared, before he turned around. "Time to find the man who did this to me, whoever he is!"
In Stark Tower, Tony Stark was a room, trying to find the security footage of Tan's lab from when Swarm appeared with his head of security, James 'Rhodey' Rhodes, AKA War Machine. Rhodey sat behind the computers, typing on the keyboard, as Tony stood behind him.
"Well, Rhodey, what do you make of it?" Tony asked.
"I'm... I'm not sure." Rhodey said. "I'm still getting the intel from the guards."
"What about as to what happened when that bee-guy showed up?" Tony asked.
"I've almost got the footage, Tony." Rhodey said. "Wait a minute... there."
They both looked at one of the screens, which showed Tan in his lab, as he slowly began to get covered in bees, clutching his chest.
"What in the world!" he gasped.
He fell onto his chest, before the bees covered him completely, becoming Swarm.
Tony and Rhodey turned to each other in shock.
"Tan is that bee-guy?" Tony questioned.
"Looks like something happened to him, Tony." Rhodey deduced. "Any guesses?"
Tony thought for a minute, his hand on his chin, before he remembered seeing on the News about two people mutated into animals.
"I'd say this is just like the recent Rhino and Grizzly mess." Tony sighed. "It was all over the News."
"Yeah." Rhodey sighed. "Looks like this sick guy struck again."
"Indeed. As soon as Hank and Bruce get back, I'll tell them to start working on a cue." Tony said.
Rhodey nodded, as both brainy Avengers were away doing something scientific research for SHIELD.
"So, guess we better find him and restrain him." he said.
"You coming with me?" Tony inquired.
Rhodey got up and turned around.
"The rest of your friends are away, some doing business, others on missions, and one to visit someone." he said. "You're the only Avenger left, and I doubt you can handle Tan by yourself.."
Tony sighed. "You're right." he said, seeing his point. "You sure about this through?"
"Hey, you know me, Tony. My formal military career does come in handy when we're out there." Rhodey joked, as he was a former Lt. Col. pilot in the United States Marine Corps Aviation.
"It sure does. It's no surprise Steve and Carol get along with you more than me, due to your backgrounds." Tony joked. "Okay, better get your armor."
Rhodey nodded, before they both walked out of the room.
"We'll think of a strategy when we get there." Rhodey said.
"Right, but remember, we only restrain Tan, as this isn't his fault." Tony said. "I wanna know who did this to him."
"Understood." Rhodey said.
They both kept on walking to get their armor, on their way to stop Swarm, and unknowingly help a few friends/allies of theirs.
Back in the city, Spider-Man regained conscious, then pulled himself up and coughed slightly, before he turned to Swarm, who was shooting bees from his arms, destroying two cars and a fire hydrant.
"I need to hold out till Ghost and Shadow arrive!" he thought. "This guy's too much for me to handle alone."
He shot webs at Swarm, who raised his upper body up, making them shoot through him.
"Huh?" he muttered.
He turned around as all the bees on his body came back together.
"So, you're still alive?" he asked.
"Yeah, I don't go down that easily." Spider-Man said. "I've faced worse than you."
"Well, then, I'll make sure I'm the last person you ever meet." Swarm snarled.
He began to make his way towards Spider-Man, who backed away slightly, before he sent both his arms at him. Spider-Man jumped up and managed to avoid the left arm, but the right arm grabbed his left ankle, then Swarm slammed him into the ground on his chest.
"OH!" he moaned.
"Time to finish this." Swarm declared.
Spider-Man looked up at him as he approached him, when Ghost Spider and Shadow-Spider both dived down towards him, landing in front of him, making Swarm stop.
"You okay, Spidey?" Ghost Spider asked.
"Yeah." Spider-Man said, pulling himself up. "Nice timing, guys."
They all stared at Swarm, who glared at them.
"Whoa. He's grosser than you said." Ghost Spider noted.
"Oh, good. Glad to know you think so too." Spider-Man joked.
"Geez. Talk about a swarm of bees." Shadow-Spider said.
"Yeah, that's his name." Spider-Man told them.
"So, your little friends have shown up, wall-crawler?" Swarm snarled.
"What's the matter?" Ghost Spider asked. "Afraid to take us all on?"
"No!" Swarm snarled.
"Guys, be careful." Spider-Man advised, touching his teammates shoulders. "He can turned into tiny bees on and off."
"Really?" Shadow-Spider questioned.
He shot a web at Swarm, who turned into bees, then reformed as the web hit a car behind him.
"I see." Shadow-Spider said. "So basically, we gotta be careful?"
"Yes." Spider-Man said.
Swarm roared, getting their attention, before he shot dozens of bees from his hands, making the trio all jump away, but some of the bees turned and managed to sting them.
"AH!" Ghost Spider moaned, as two stung her arms, and a third her chest.
"OW!" Shadow-Spider yelled, as one stung his back, and one stung each shoulder.
"OH!" Spider-Man yelped, as one stung each of his ankles, while a third stung his belly.
They all shot a web towards a building, before Shadow-Spider's snapped in half by a bee shooting through it.
"AH!" he yelled, before he hit the ground on his chest. "Oh!"
Spider-Man and Ghost Spider both landed on a wall on the left side of the street, before they turned to each other.
"This doesn't look good." Ghost Spider gulped.
Shadow-Spider pulled himself up and shook his head, before he dived behind a car as more bees shot at him.
"I know what you mean. I wish Iceman was here." Spider-Man said. "We could use his ice power for this one."
"Yeah. He could easily freeze this guy soiled so we can catch him." Ghost Spider agreed. "It worked on Sandman after all. We need to find something similar that can do the same."
"You're right. It's our best chance in stopping him." Spider-Man said.
They both looked around as Shadow-Spider back flipped away onto the opposite wall to dodge some bees sent at him.
"Let's see how you like this, Swarmy!" he yelled.
He dived down towards Swarm as he powered up his Venom Blast, hoping it would work, but when he moved to touch Swarm's body, he separated into bees.
"What?" he gasped.
He lost control of his descent and fell onto his chest, before Swarm reformed, then kicked him away hard.
"AH!" he yelled, before hitting the ground on his back.
"Shadow!" Spider-Man gasped.
He jumped off the wall and dived towards him.
"Spidey, wait?" Ghost Spider called.
Swarm extended his left arm out and grabbed Spider-Man with it, holding him still.
"Let him go!" Ghost Spider demanded.
She jumped off the wall to aid her boyfriend, before Swarm pulled Spider-Man back and made him bang into her.
"AH!" they moaned, hitting the wall.
Swarm extended his arm before he was holding them both, as Shadow-Spider got up and turned to them all.
"Hey, put them down, bees!" he demanded.
"As you wish." Swarm smirked.
He turned and threw Spider-Man and Ghost Spider away as he retracted his hand, making them both hit Shadow-Spider, knocking them down into a pile.
"Oh!" they moaned.
"Okay, that hurt!" Ghost Spider moaned.
"You can say that again." Spider-Man moaned.
They all rolled onto their chests and looked up at Swarm.
"You should've stayed outta this, web-heads." he snarled. "I don't have time to deal with you."
He raised his right arm up, before laser blasts hit the ground around Swarm.
"Huh?" he gasped.
The lasers cut around him in a circle, causing the ground around him cracked open, then he fell down into a large pothole made by the lasers.
The Spider-Trio all looked up and saw Iron Man and War Machine flying down towards them.
"Well, looks like we're not the only ones here, Rhodey." Iron Man said.
Shadow-Spider gasped at the sight of the other heroes, while the other two recognized them.
"Rhodey?" Ghost Spider muttered, as they all pulled themselves up. "That must be War Machine. Are you?"
"Yes, I am." War Machine answered.
"I-Iron Man?" Shadow-Spider exclaimed, like a fanboy.
Iron Man and War Machine both lowered themselves down and landed in front of the Spiders.
"You must be the new Spider we heard about?" Iron Man assumed.
"Yeah. Shadow-Spider." Shadow-Spider said.
"Nice name, goes with you suit." War Machine remarked. "Same with yours, Ghost Spider."
"Why thank you." Ghost Spider smirked. "I always thought it made sense due to the white."
"And the fact Spider-Woman was taken." Shadow-Spider joked, making her elbow him. "Ow!"
"Hey, it's not like it's the truth." Spider-Man reasoned.
Ghost Spider glared at him slightly, before she nodded, knowing they were right.
A noise made them all turn as Swarm's bees flew out of the hole, before they combined back into him, glaring at the five heroes.
"That wasn't very nice, Stark!" he snarled. "I'm afraid you'll have to pay for that."
"Oh, he's pretty mad!" Ghost Spider gasped.
"I thought for sure that had stopped him?" War Machine questioned.
"Well, it only slowed him down!" Spider-Man argued.
"I say we get him first, argue later." Shadow-Spider said.
"Okay, just try and restrain him?" War Machine said. "He's an employee of Mr. Stark."
"He's what?" Ghost Spider exclaimed.
"Gee, thanks for telling us." Spider-Man said sarcastically. "Good thing we have a none-kill code. But it's not gonna be easy."
"What do you mean?" Iron Man inquired.
"Swarm's intangible." Spider-Man explained. "He keeps separating into bees whenever we try to hit him."
"Thanks for the news, web-head." Iron Man said.
All five heroes jumped or flew over towards Swarm, who extended his arms out and hit Spider-Man's and Iron Man's chests, knocking them away.
"AHH!" they yelled.
They both went flying away, before they hit the other side of the overturned bus, as the other heroes kept approaching Swarm. Ghost Spider dived past and tried to kick him, but missed as he turned into bees slightly, then reformed as she landed behind him, before he kicked her away.
"AH!" she moaned, hitting her chest against a wall.
The two African heroes turned to each other.
"I see what you mean." War Machine said.
"Gee, thanks." Shadow-Spider said, before his Spider-Sense tingled. "Move!"
Both heroes moved and flew/swung away as Swarm tried to punch them both with his extended arms, just as Ghost Spider turned around.
On the other side of the bus, Spider-Man and Iron Man both peeked over and stared at the battle.
"Okay, I see what you mean about this guy." Iron Man said, as Spider-Man had told him how tough he is.
"Yeah." Spider-Man said. "He's not so easy to capture."
"We need something to freeze him then." Iron Man deduced. "That should slow him down, allowing you and your friends to web him up, then Rhodey and I can harden it with our lasers until we can cage him."
"We've been thinking about that." Spider-Man said. "Does your armor have liquid nitrogen in its lasers?"
"No, it doesn't, and nether does Rhodey's." Iron Man explained. "But I get where you're coming from, kid. That substance can really freeze stuff."
They both looked around and saw a store that sold all sorts of science stuff, including a few tanks of liquid nitrogen.
"You get the tank, kid." Iron Man said. "We'll keep Swarm busy."
"You got it." Spider-Man understood.
He jumped and ran over to the store and opened up the door, entering it, as Iron Man flew over towards the others.
"Everyone, Spidey has an idea!" he called. "Just give him some time!"
"Easier said than done!" Shadow-Spider yelled, as he dived behind a car to dodge some bees.
Ghost Spider back flipped away onto a wall, then began crawling up it backwards, before she shot some web-balls at Swarm, which passed right through him.
"Peter, you better hurry!" she thought.
War Machine shot beams from his right shoulder cannon, which hit a lamppost near Swarm, causing it to fall down towards him.
"You think that's gonna stop me?" he smirked.
He separated into bees and scattered before the lamppost could hit him, then he came back together.
"Some cheap move, War Machine." he smirked. "I thought you were better than that."
War Machine glared at him, before he turned and saw Spider-Man coming out of the store with a tank of liquid nitrogen.
"Good thing we're just keeping you busy then." he smirked. "Take a look, Tan."
Swarm turned left as he pointed to his right, then saw Spider-Man coming towards them.
"Everyone, move!" Spider-Man yelled. "I need a clear shot!"
Ghost Spider and War Machine both moved so they ended up on Swarm's left, while Shadow-Spider and Iron Man did the same on his right.
"What is that supposed to be?" Swarm inquired.
"Funny you should say that. As Ironhide would say in Transformers, some liquid nitrogen should cool 'im off." Spider-Man joked.
He opened up the tank and shot the liquid nitrogen out of it, hitting Swarm hard as he tried to separate, freezing him soiled, preventing him from separating.
"What? AHH!" he yelled.
"Guys, web him up before it breaks!" Spider-Man yelled. "I don't know how long it'll hold!"
Ghost Spider and Shadow-Spider both nodded, then shot webs at him, trapping him inside a strong web-cage as their webs interweaved. Spider-Man then began helping his fellow Spiders, strengthening the web-cage, which Iron Man and War Machine then hardened with their lasers, making it indestructible.
"That should hold him." Iron Man said.
"For now. Let's hope your beams have hardened our webbing enough to keep him contained until you can put him in a cage." Spider-Man said.
Later, the Spider Trio, Iron Man and War Machine were surrounded by Newsmen and reporters, as Swarm was loaded up into a helicopter.
"Care to explain what this is about, Mr. Stark?" a male reporter asked.
Iron Man and War Machine retracted their masks, as the Spider-Trio stood nearby.
"Well, we don't know what happened, but we do know, Swarm is one of my employees." Tony explained.
"Well, what happened to him?" asked a female reporter.
"I believe he was turned into that by the same person who created the recent Rhino and Grizzly." Tony explained.
"Do you agree with that, Spider-Man?" another reporter asked.
Spider-Man slowly approached Iron Man, as his fellow Spiders watched.
"Well, I'm...not sure, actually." he admitted, rubbing the back of his head. "And what makes you think that, Mr. Stark?"
"Well, me and my friend here saw footage of my employee, Michael Tan, mutate into that...Swarm thing." Tony explained. "How though, we're not entirely sure, but we figure it's our best guess. Meaning, our sicko has struck again."
"Do you plan to do anything regarding what's happened to him?" the female reporter asked.
"I'll speak to Hank and Bruce, and see if they can find a cure." Tony said. "Michael Tan is one of my employees, and I wanna know who did this to him. I also intend for them and their friends to find a cure for the other mutated people."
"Where are you gonna hold Tan until you've cured him?" the second male reporter asked.
"The Avengers have a containment unit in my tower." Tony explained. "We'll hold him there until we're sorted out a cure."
"How do you know he didn't turn himself into this?" the first reporter asked.
"While I know Tan was working on insect DNA, I know for a fact he'd never turn himself into one, either by accident or on purpose. That is one thing I can be sure off." Tony insisted.
"Besides, when we saw the footage, he looked like he didn't know what was happening." Rhodey added. "He even said 'What's happening to me'."
"Right." the reporter said, accepting the story.
Other reporters began to talk, but Tony held up his hand.
"I promise you all, I'll let you all know later when we've crude Tan." he promised.
He and Rhodey lowered their masks, before they both jumped up and flew off, then the Spiders all jumped up and swung off after them, as the reporters all looked up. The five heroes all landed on a rooftop together, before they all saw the helicopter flying away, then they turned to each other.
"Well, that takes care of this mess." Iron Man said.
"Yeah, for now at least." Ghost Spider agreed.
"Glad you three were there to help. Tony's told me about two of you, but not you." War Machine said, pointing at Shadow-Spider.
"Rhodey, he's that new one Jessica told me about." Iron Man explained.
"Yeah. I'm still new at this." Shadow-Spider assured, embarrassingly.
"Oh, right." War Machine said. "That explains it."
"He's right there, thanks for the help, Web-Warriors." Iron Man said. "Jess told us that's your team name."
"Yeah." Spider-Man said. "But still, if you two hadn't shown up, I doubt we'd have stopped Swarm. The only villains Ghost and I've encountered that are like him and Sandman and Hydro-Man."
"Yeah, but even he was different than them." Ghost Spider recalled. "Those bees of his really stung."
"Yeah, literary." Shadow-Spider said, rubbing his left arm. "I hope you Avengers really can cure him."
"I meant what I said about having Bruce and Hank try to find a cure for Tan and the others." Iron Man assured.
"It might be wise to ask Dr. Richards and Dr. McCoy for help too." Spider-Man added. "I know this isn't Beast's thing, but even he'd be disgusted by what's happened, since Tan and the others were mutated against their will."
"I'll tell them, Spidey." Iron Man promised. "That's who I meant by 'their friends'."
"Oh." Spider-Man said. "Right, I should've known. Ever since we stopped Trask, you Avengers, the Fantastic Four and the X-Men have all become close."
"In a way, yes." Iron Man said. "Same with you and Ghost, with some of us at least."
"Oh, you know it, Mr. Stark." Ghost Spider teased. "Hopefully, Shadow here can be added on someday."
Shadow-Spider blushed under his mask.
"If he's as any good as you two with the training you two and Jess are giving him, maybe." Iron Man said. "Come on, Rhodey. Let's get back to the tower."
"Right. It's been nice meeting you three." War Machine said.
"Likewise." Spider-Man said.
Iron Man and War Machine both jumped off the rooftop and flew off, leaving the Spider-Trio alone.
"You two really fought a few guys like him before?" Shadow-Spider asked.
"Yeah." Ghost Spider sighed. "And as you can guess, one was made of sand, the other water."
"Difference though, is that Sandman wasn't a villain unlike the others. He only stealing to cure his daughter." Spider-Man explained. "He's willing serving his time now since she's been cured. We've often checked on her since after he turned himself in."
"Why would he do that?" Shadow-Spider asked.
"A few friends of ours offered to pay for his daughter's treatment." Ghost Spider explained.
"Oh. Well, what about Hydro-Man?" Shadow-Spider asked.
"Oh, he was different." Spider-Man said. "But we'll tell you later, Shadow. It's getting late."
The other two looked up and saw the sun was starting to set.
"Okay." Shadow-Spider said. "Well, group hug."
"I see no harm." Ghost Spider said.
"Sure." Spider-Man said.
The three Spiders shared a group hug, before they parted.
"Right." Ghost Spider said. "See you boys later."
"Later, guys." Shadow-Spider said.
"See ya." Spider-Man said.
The Spider-Trio all jumped and began swinging off in different directions towards their homes. Spider-Man stopped on the rooftop he'd put his camera on, picking it up, before he swung off again.
"Hope JJ likes these." he thought. "With Iron Man and War Machine in, I might get a bonus, even if he thinks the Web-Warriors had a hand in helping Swarm."
He turned right as he kept on swinging home.
That night, Prof. Warren was in his basement lab, angry about what happened, as he'd just seen a News report telling him that Swarm had been apprehended.
"I can't believe he failed!" he growled.
He turned to his remaining animal DNA serums.
"Just what I am going to have to do to kill Parker!" he growled.
He moved towards the remaining animal serums he had, before he picked up the one with Jackal DNA.
"Well, if you want something done right, you do it yourself!" he declared. "I used my next formula on myself if I have too, and then...I'll kill Parker, and finally get what is mine!"
He put the serum down and looked at the one with the Spider DNA.
"I think I'll save the spider's DNA for something else, just in case." he thought. "I don't fancy turning myself into an arachnid like those Spider freaks, who've ruined my previous attempts to kill Parker."
He turned and walked off towards the stairs, but then stopped near them.
"But, I better be careful in creating it. Unlike them, I want to make sure I can still speak when I find Parker." he thought. "I better work on creating something to change me back before I go out to kill Parker. This means, it could be a while before I can obtain my prize."
He walked up the stairs, then soon entered the room with Gwen's pictures in, before he looked at them all.
"Well, I've waited this long. I guess I can wait a little longer." he thought. "Then, she'll be mine."
He ran his hand down the picture of Gwen in her bikini, which he looked at lustfully, hoping that she would soon be his once Peter Parker was gone.
A/N: Swarm's human name comes from Ultimate Spider-Man. I couldn't use the main one due to the storyline, as the original's a time-displaced Nazi.
Roger Harrington is the Science teacher in the MCU. I'm only using him as I couldn't find anyone else to replace Raymond Warren.
War Machine's background is a mixture to his MCU and comic counterpart