Years ago…

A couple of weeks after that stunt in the alleyway, Emma and Noah went over to the Chinatown FEAST center. Both were forced to work together as punishment for causing so many interruptions in their class. If he was going to be stuck with her for a while then Noah might as well try to get along with her. However Emma wasn't pleased with where he brought her.

"Why'd you drag me to this FEAST Shelter?" Emma asked, disgusted at the sight of this place.

"Because you and I are gonna do a little volunteer work." Noah explained.

Emma's eyes widened at Noah's words. "WHAT?! No way! I wouldn't be caught dead in a place like this!"

"Why not?" Noah asked, annoyed already.

"Helping a bunch of slobs who won't look for work. They make me fuckin' sick to my stomach." Emma scolded.

'Jesus Christ' The venom inside Noah wanted him to grab her and rip out her tongue. However, Noah would never be able to explain that so he choked the urge back and composed himself. With a few controlled breaths, he was calm from the venom.

"Come on this will be good for you trust me. A fresh perspective never hurt anyone I know." Noah insisted. "Besides you still owe me for helping you a few weeks ago. So suffer through it, I have to do the same thing whenever I'm with you."

'The nerve, this boy thinks he can get away with anything after that one time.' Emma thought to herself as she felt the tension in her fist.

"Hm, fine." Emma reluctantly agreed, and relaxed her shoulders.

"Alright then, come on." Noah said then the two of them walked into the entrance of the shelter and held the door for Emma herself. She was hesitant but she stepped inside to see struggling men and women trying to find their way or that's what Noah saw. As soon as Emma walked in she covered her mouth and nose in disgust.

"Oh my god. This place is absolutely awful." Emma complained.

"Agreed, so let's help make their lives less awful." Noah responded. "Come on."

Emma and Noah were working at the cafeteria with aprons, she was scrubbing down the tables while Noah served food to the homeless.

"Excuse me, ma'am. Could you get me some coffee, please?" One of the homeless asked.

Emma scoffed at the woman while on her phone. "Why don't you get it yourself."

"...Oh, okay." The woman took her cane and walked up to the coffee. Emma noticed and she just rolled her eyes at the idea.

"You must be Emma Aoki." A tall man in black looked down at her, "I'm Martin Li. I run FEAST."

"Hello, how did you know…" Emma was shocked.

"Your parents are one of Norman Osborn's main investors. I take it you're not interested in this place." Martin asked.

"Yeah, but… I, a friend of mine insisted we volunteer here. We've had a few incidents that escalated rather… Exponentially." Emma said looking over at Noah who was currently serving food at the lunch line.

"Noah Monroe. He started working here a few months ago. He's a good kid but he seems to be struggling with something inside him." Martin smiled, but there was a slight twinge in his eye as the pain Noah carries is very relatable for him. "So let me ask, why do you think these people are here? Tell me what you honestly think."

"I think these people don't have the nerve to get out there and get a job and go to work. If they wanna get out of this place then they can find a job, and make the money to get out." Emma said, crossing her arms unaware that it's not as cut and dry as she thought this was.

"You're right, but do you think they really want to leave this place?" Martin asked.

"They should, no one would want to live like this." Emma boasted.

"So you say and you're right, and yet here they are." Martin turned her idea on herself.

Emma huffed and left the cafeteria.

For the next several hours Emma has been constantly complaining about everything she can see. At the hallway left side of the shelter, Emma was still mouthing off to the point of desperation, "This is madness, I swear to God this place is madness!" Emma was losing her shit.

"I swear if I have to hear one more goddamn complaint come out of that mouth of yours I am literally gonna rip out your tongue and shove it down your throat. So I suggest you shut the fuck up or I'm gonna shut you up permanently." Noah snapped, losing himself for a moment.

In that moment, the venom inside him cracked out of him. The words brought Emma a hard stab of fear. She saw that same set of eyes when Noah was beating the crap out of those crooks that tried to beat her up. She hufffed out a breath she didn't realize she kept in her throat.

Noah quickly snapped out of it, "Oh…um… sorry about that… I…I… I don't know what came over me for a moment."

Emma remained frozen for a moment just like the two thugs. There was no helping her out of this trance. Noah figured the best thing he could do is back away and give her room.

Emma was stiff not long after he left, "Why can't I move. I'm not scared anymore, and yet… Those eyes he had. So much fury, and will. Why can't I have that same feeling?"

Just then a group of kids were passing from behind her. Looming to her left was a sign that said "daycare", the look of the kids for a moment settled the tension in her shoulders, she felt like she could blink again.

"Hello mam, are you watching us?" One of the kids asked.

"Ugh no." Emma spoke up from what seemed like aimed time ago.

"Oh…" the kid sighed.

"Hey, did Mr. Li get another set of Harry Potter books yet?" Another kid asked.

"I think he did. I wanna read the Chamber of Secrets." The first kid said.

"Harry Potter?" Emma asked as if she couldn't believe these kids could read.

"Yeah, such a great book. Mr. Li promised if we read the first and second books, he'd let us watch the first movie." The kid jumped.

"Oh I can't wait!" The other kid jumped along with the other.

"C'mon kids. Let's get inside." The supervisor asked the two kids over to the daycare.

After the two kids went inside, she saw Noah peak his head out the hall. She didn't seem too scared to see him. She was hesitant but she let him walk closer.

"Sorry about that, Emma. We can go if leave if you want." Noah surrendered.

"Actually… I think I'd rather finish the day first." Emma turned over.

"Why?" Noah was curious.

"Those kids just now we're talking about Harry Potter." Emma mentioned.

"You a fan?" Noah asked.

"Yeah… I am." Emma confessed.

"I feel like you're starting to like this place." Noah smiled.

"Well… I'm not, but I owe someone some coffee." Emma redirected the conversation, and held out her hand for Noah, "Could you help me find the cafeteria?"

Noah accepted her hand graciously.


Now

Arachnid landed on the roof of his apartment building, and swapped out his suit for his casual apparel, then climbed down to his front door. Setting up his hair, he unlocked his apartment room to find Emma sitting at the couch with a shot of whiskey, in her hand.

"Emma?" Noah called out to his sweetheart.

Emma looked up to see her prince in shining armor, "My big bear!" Emma slurred in her drunk words.

"I was worried about you tonight," Noah said then took a seat beside her, and she hopped in his lap.

"Our kids are in the hospital and the only thing that makes sense to me is you warming me up." Emma rested her head in his arms with a drunk smile.

"We're gonna get through this. You know the job I had with Otto went out by the mayor." Noah shamefully admitted.

Emma spat at those words, "Fucking Norman."

"Don't worry, I'm still making progress on my end. Don't worry Anna and Josh will be back in our arms soon, I promise." Noah rubbed Emma's back.

"What about Peter?" Emma asked.

"He's been evicted from his apartment, and so he'll be crashing with us tonight." Noah addressed.

Emma nodded then asked. "Okay, is he talking to MJ again?"

"Yes, MJ told you when we last saw her." Noah said.

Then the door knocked moments after, Emma unwrapped her man from his lap so Noah can open the door. He gave Peter a hug as his greeting, "How're you doing buddy!"

"Tired." Peter yawned, "Thanks for finding my stuff."

"Don't mention it."

"Hey Peter, are you talking with MJ yet?" Emma asked, still drunk to remember.

"We actually are. She's been working on this article for that gang, the Demons." Peter explained.

"The Demons?" Noah asked, "You mean those guys in the black and white masks?"

"Yeah, she's scored an article with a police officer, Jefferson Davis." Peter added.

"That's cool." Emma said.

Noah masked his surprise, "What happened? Do you have the article?" Noah asked.

"I do actually." Peter showed the two the article on his phone.

Reading over the article, Emma noticed a line from Davis, "Hey what's this say?"

"Let me." Noah looked over, "A quote from Officer Jefferson Davis: Spider-Man was of substantial help in the investigation until he lost his edge with Arachnid. I hesitated to get between the two. Spider-Man was turning ruthless, never thought he'd resort to something like that, and I could tell Arachnid was scared. He had to push him off, to flee the scene. He left me unharmed, but when I think of those two. They seem like two brothers settling over a feud." Noah was completely appalled by the comparison, and so was Peter. Neither of them showed their reaction of course.

"That Arachnid, just a toddler in spandex. Whining for appreciation." Emma slurred in her whiskey.

Noah didn't turn an eye to Emma's remark, Peter on the other hand.

"What makes you say that?" Peter asked.

"The Arachnid… He's a scumbag mercenary who cares for nobody but himself." Emma hissed.

"Or maybe he just needs someone to listen to him." Peter spoke from recent experience.

"I don't know personally." Noah stood from his spot on the couch and went for a shot of whiskey, "Wanna glass Peter?"

"No, I'm good." Peter declined.

"More for me." Noah set aside the glass and took the whole bottle.


The next morning, Peter woke up to see a mug of coffee and an envelope with five hundred dollars. Looking up he saw Noah and Emma with a few energy bars.

"Noah, Emma I can't take this." Peter couldn't.

"Hermano, I got your back, even when you don't know it or don't want it." Noah sat beside Peter.

"I'll pay you back, promise." Peter took the cash and sipped his coffee.

"It's okay, you can pay me back by coming with me and Emma to FEAST, May wanted to talk with you."

"Okay," Peter took another look at the cash Noah gave him, "Wow, you really have been saving up. You need to teach me how you do it."

"I wish I could, but its not something you can teach. C'mon, we'll miss our subway." Noah patted as he was preparing to leave.

Noah held up for a moment as Emma stood still at the calendar, "What is it?"

"Just realized, after everything I almost forgot that Angie's birthday is next week." Emma said as her nerves from all the stress from her kids eased off over the past couple of days.

"Oh yeah, I almost forgot myself." Peter had to admit.

"I've been so busy I haven't been able to think of any ideas." Noah added.

"Gimme a moment. I'll meet you two downstairs, gonna call some favors with my friends." Emma assured Noah and Peter as she went downstairs to the main room of their apartment.

"Alright, hey Pete you go ahead now I need to make a phone call myself." Noah called.

"You got it." Peter said then went to get some sleep.

Noah stepped out on the terrace, and pulled out his personal cell phone for when he's the Arachnid, to make a secure phone call, "911 what's your emergency."

"Hello, I have a tip on these so-called, Demons. I'd like to give it to an Officer Jefferson Davis." Noah decided to give himself an edge on these Demons.

"And who is calling right now? Your number may be anonymous, but not everyone masks their call through the line." The other person on the phone asked.

"I'm just a guy who takes every precaution, you want the tip or not?" Noah insisted.

"Very well, what do you have?" The cop on the other line was listening.

Arachnid smirked and then began telling the cop everything he could tell him.


Emma, Noah and Peter made their way to the FEAST shelter in Chinatown and found Aunt May in her office.

"Hey, Aunt May, you wanted to see us?" Peter said.

May sat up from her desk and approached Peter with an envelope on hand. "Peter, I wanted to give you this," May opened up the envelope to show Peter a few hundred dollar bills inside. Peter looked at the money and shook his head.

"I can't take this." Peter said, too proud to take the money.

"You can and you will." May said sternly, not taking no for an answer.

"I'll pay you back. Soon." Peter assured, reluctantly accepting the money.

"Just ask for help next time." May sighed, "You are so much like Ben. You have to learn to swallow that Parker pride and accept that you're human."

"She's right, Pete. You can be as famous or rich with anyone in the world. You could be right next to the Avengers for all you can, but at the end of the day, you're a man, and like all people, they need their friends. Beside it's not like you're leeching off your Aunt she, just helping her nephew who's in a difficult position." Emma and Noah put his arm over Peter's shoulders.

"You keep your friends close, and you'll never go wrong. The same goes for the two of you. Knowing your kids current condition, you need your friends now more than ever." May added until someone showed up, "Martin!"

"Sorry to interrupt, just wanted to let you know I'm heading out of town. You and Emma are in charge while I'm gone." Martin pointed at May.

"Well you can count on us. How long will you be away?" May asked.

"I really don't know." Martin looked rather dazed in his blinking.

"Is everything okay?" Peter asked.

"It's some personal business I've been planning for a while. But... Please take care of this place. It represents the best part of me." Martin said patting the wooden door frame, and looked as if he'd never see it again.

"The best part of you?" Noah asked, suspiciously.

"Yes, the best part of me." Martin repeated then walked away.

"Well, I guess I better get busy." May said prepping herself for the hard work ahead of her.

"Hm, hope Mr. Li is okay." Peter said, kinda worried.

"He seemed rather distant in a unique way." Emma noticed, but shrugged it off. "Well, I better get down to the kitchen. Lemme know if you need anything, May."

Suddenly Peter's phone started ringing, he looked to see MJ on the Caller ID.

"Oh hang on," Peter pulled out his cell phone to open, "Hello?"

"Hey. Did you see my story?" Mary Jane called.

"Yeah, hey MJ," Peter calling that name sprung Emma, Noah, and May to Peter's attention, "Hold on let me put you on speaker, we're all at FEAST."

"Hey MJ!" Emma called.

"We all read your story. Graded A+!" Noah praised.

"Are you two back together?" May asked.

"May!" Peter hushed.

"Anyway, I'm betting Robbie must be happy." Peter called.

"Yeah, it kinda went viral. And get this, Mayor Osborn just announced he's going to give Officer Davis and award this afternoon." MJ revealed to them.

"Wow. Wait, isn't Osborn's campaign rally this after..." Peter and the rest managed to connect the dots with Osborn, "Oh, I see what he's doing."

"Obviously." Noah added.

"Yeah, we all do from the sounds of it." MJ spoke, "But still, a pretty cool moment for Officer Davis and his family I'll be there covering it, want to join me?"

"Yeah of course, see you then. Actually, Emma, Noah wanna come with us?" Peter offered.

"Uh, I'm not sure." Noah answered hesitant to get involved with anything involving Osborne, but Emma answered for them, "You know given everything with our kids and knowing my parents are out of town, I think I can put aside my thoughts on Norman for one day, I mean given all four of us haven't been together since, Harry left."

"Actually, yeah, it'd be worth it." Noah admitted.

"Alright, all four of us." Peter added.

"Noah, Emma you take care of them, and make sure they get a dinner date." May added.

"You got it!" Emma cheered.

"Alright." Noah added.

"Seriously?" Peter dropped, "Alright, I'm gonna go step out, lemme know if you need anything."

"Cya at the rally Pete." Noah called.


Peter back in his Spider-Man suit stood on the roof then swung from the shelter and back into the city. "Hey MJ, I need a favor." Peter called MJ through his HUD.

"What is it, Pete?" MJ answered.

"Last night I learned the Demons are raiding Oscorp facilities for lab equipment. That's what the Arachnid was offered for his loyalty." Peter explained.

"Okay, what for?" MJ asked.

"He said he's trying to synthesize a cure."

"A cure for what?"

"I don't know but I could tell he wasn't telling the whole truth. There's gotta be more to this. Something about some venom inside him." Spider-Man explained,.

"Why are you interested in this? You and the Arachnid have been at each other for years. Why now?" MJ asked, very curious about this conversation.

"He knows I'm gonna defeat the Demons, he told me. I think he's counting on it." Peter admitted.

"Wow… That's impressive, never thought a villain would say that about you. You ever get the feeling Arachnid knows more about Spider-Man than you Peter?" MJ asked.

"You know if I didn't lose my cool with him last night at the docks I'd joke about that, but… You may have a point, I even bumped into him without my suit later that night." Peter explained.

"Wow Pete, what happened?" MJ was curious.

"He's hiding a lot of pain under that mask. Even I can't imagine what he's going through. One of the things he told me was, what would Spider-Man be without the Arachnid." Spider-Man explained.

"This is coming from a man with the same spider powers as yourself that always wins against you. There's definitely more layers to this guy. Okay, I'll keep an ear out for any more Oscorp facility raids. Gotta say, it sounds like you wanna help him." MJ explained.

"Like you said, me and Arachnid have been at this for years. I think It's time for a new strategy." Peter realized.

"I think you're right, I'll do my part." Mary Jane added.

"Thanks, MJ." Peter praised,."I took money from Noah and May today. I hate doing that! I need to make things right."

Using his built in cellphone in his HUD, he called someone he had to talk to, "Hey Arachnid!"

"What do you want, Spider-Man?" Arachnid asked.

"I'm going to the Chrysler building… I need to get something off my back with you. No tricks, no electric webs. Just two Spiders having a chat." Spider-Man was being honest.

"Gimme ten minutes." Arachnid complied.


Spider-Man zipped his way to the Chrysler building and waited for the Arachnid. Shortly after as expected he decloaked sitting right beside him.

"Alright Spider-Man, you said you got something to say, let's hear it." Arachnid asked, crossing his arms.

"Yesterday, that sense of anger I had for you blinded me. I made a terrible mistake letting you walk like that. Sorry for zapping badly, and thanks for fixing our dynamic, and thanks for not hurting Jeff." Spider-Man explained.

"Don't mention it. Jeff is one of the few good cops I don't hate." Arachnid stood up beside Spider-Man looking over the view.

"Who leads these Demons?" Spider-Man asked.

"I don't know, but he has this creepy aura around him. I'll do you a favor. I'm gonna take today off, and with any luck, that officer will give you a call in regards to an anonymous tip I.E. me." Arachnid nodded. "Whatever this Devil's Breath stuff is, the shit scares me. I feel like I took the wrong job." Arachnid leveled with Spider-Man.

"Don't worry, you do your part on your side, I'll do the same. Whatever this tech is I'll make sure you get it. I'm your ace in the hole." Spider-Man assured.

"You got it." Arachnid huffed his attitude.

"I don't know what I'd do without you, Arachnid." Spider-Man was honest.

"Well it'd be a boring city without you, that's for sure." Arachnid offered a fist bump. "It's always satisfying to show the good guys don't always win."

"That is probably the nicest thing any villain ever said to me." Spider-Man returned the fist bump.

Next thing Spider-Man noticed, he received a phone call from Jeff.

"Hey Jeff, congrats on the ceremony today." Spider-Man praised.

"I'll be glad when it's over. A truck full of armed Demons scares me less than public speaking. But I'm calling about something else." Jeff admitted.

"What's up?" Spider-Man asked.

"Just got a tip that Demons are moving on the Fisk construction site in Midtown. Wife'll kill me if I ditch the ceremony prep to play cops and robbers, but I thought maybe my friendly neighborhood partner would want to know." Jeff explained.

"Thanks Jeff, I actually got the tip myself just now, he's here with me now."

"You're welcome Jeff."

"Arachnid?" Jeff was shocked.

"Don't worry he'll be taking the day off, and when the chips are down whether Hell or high water. We're both Spiders of our word."

"Good luck on the ceremony, Jeff." Arachnid called.

"Right well… I'm glad you two have worked things out. Gotta admit I'm a little jealous. Maybe I should call my brother." Jeff suggested.

"Right well I'll swing by the place now, and just a little tip on public speaking. Just picture everyone in their underwear. Wait, not Osborn. Y'know what, nsuggested. Spider-Man bombed his own suggestion.

Jefferson laughed without a word before he hung up.

"Smooth." Arachnid nodded.

"Whatever, hey… One more question. Herman wouldn't dare talk to me, why are you willing to talk to me?" Spider-Man asked as he sat down on the edge.

"How many times have you sent Shocker to prison?" Arachnid asked.

"I don't know, lost count." Spider-Man answered.

"Right and how many times have you sent me to prison?" Arachnid asked.

"Ugh…" Spider-Man was speechless.

"And there's the answer. I'm better than Shocker, and everyone else you've fought." Arachnid sat beside Spider-Man, "These Demons underestimate you at every turn, but I never started. You are everything that's good in this city."

"Damn, you know for a villain, you've been rather… Not so villainy this week. I'm starting to like this side of you. " Spider-Man looked over at Arachnid.

"I didn't always want to be like this, when I first got my powers I wanted to be more like you, but things went different for me." Arachnid looked down at city streets.

"How?" Spider-Man asked.

Arachnid was hesitant to progress in this topic, "As much as I want to tell you, for both of our sakes I'll keep that to myself." Arachnid turned the conversation around.

"Very well, still we've been at this for years, and you're the only villain I've fought who doesn't care who I am behind my mask. Why is that?" Spider-Man changed the subject.

"Hm, fine, lemme ask you this, have you ever had a really bad day?" Arachnid asked.

"Too many to count." Spider-Man answered.

"No, but A REALLY BAD DAY, one as both your regular self and as Spider-Man, and both lives were on the verge of colliding, and you couldn't figure out what to do." Arachnid asked again.

"That does narrow the list a lot." Spider-Man admitted.

Arachnid stood from his seat as he explained to Spider-Man, "People like us know all too well… There's nothing more painful in our lives than the struggle of our dual identities, and no one to unload our problems. Problems that no one can understand. I remember that night on Christmas eve. After the first year we started showing up in the city. All that time I suffered from the gnawing agony of who I was meant to be, was I still my regular self or was I the Arachnid. Or worse, was my regular self, the Arachnid all along." Arachnid pointed down at himself as he paced around Spider-Man, "Was this supposed to be the path my life has set me on? Was I supposed to be this for the rest of my life? To suffer this life… alone." Arachnid stopped in his place to give Spider-Man time to understand what Arachnid's saying.

"I remember that night. Fisk hired you to assassinate the old Commissioner." Spider-Man is starting to remember.

"Yeah, Commissioner Smith." Arachnid reminded him, "It was that night you made me realize who I was meant to be, when we crossed paths."


7 Years Ago, Christmas Eve…

The falling snow, and cold air on the rooftops was actually bearable. The weather didn't faze Spider-Man or Arachnid as it should've.

Out in the distance, Spider-Man was loosely following the group in a shipping truck used as their transport. Tailing from behind, Arachnid and Fisk's men arrived at the abandoned Harlem Sanitarium.

"The Police Commissioner, Charles Smith, he was corrupt to the core. He'd allow the criminals to loot and rob as they please so long as they gave him a share of the loot. Fisk brought that dickless motherfucker to power, and in his power he thought he could throw Willie under the bus, but he underestimated him, and most of all, he underestimated me. Just like I underestimated you that day." Arachnid explained.

"I remember Yuri telling me he was dirty, but not to that level. I wouldn't know what to do." Spider-Man added his input.

"Well lucky for you, I knew exactly what to do. Something you couldn't. Something you shouldn't ever do. But I could." Arachnid spoke from the heart.

Arachnid and a group of Fisk's men hauled Commissioner Smith the sanitarium's front door. Waiting for them was a really big guy, Spider-Man couldn't confirm who it was just yet.

Following quietly inside, Spider-Man found Arachnid and Kingpin's men being escorted by the same hulking figure. With the commissioner being held off his feet several feet off the ground, "Gather 'round boys and girls, time for the Arachnid's lesson of the day. They say crime doesn't pay…" Arachnid said as the big man threw Commissioner Smith to the floor, "But someone oughta check the good police commissioner's pockets. Cause they're lined with Kingpin's money." Arachnid knelt down to meet Charles Smith, face to face.

Spider-Man managed to get a better look at the extra hired muscle for Arachnid's assignment, Aleksei Sytevich. A former Mob Enforcer with a unique experimental set of armor. Goes by the new alias: Rhino.

Rhino hauled Commissioner Smith in the air and slammed him to the ground with all of Kingpin's men cheering. Aleksei pulled Smith back on his feet.

"So tell me, Commissioner, is this how you repay the Kingpin's loyalty? Putting his own men in the slammer? No! No, not no more!" Arachnid walked back with Rhino hauling the Commissioner.

"Y'heard it here gents, we're making some changes!" Fisk's men cheered at Arachnid's words, "Some big changes!" Arachnid and the rest traveled deeper in the sanitarium with Spider-Man not far behind.

"You're a dead man, Smith! Dead!" One of Kingpin's goons shouted.


"So how was this night a turnin point with how you see me?" Spider-Man asked.

"You're kidding me right? You don't remember the gas chamber incident?" Arachnid reminded Spider-Man.

"Oh right." Spider-Man remembered now.


Deeper down in the basement of the old Sanitarium. The Maggia already had the place to themselves when Fisk's men and their merc enforcers arrived, they cleaned out the Maggia by either at gunpoint or compensation.

From the looks of it, the makeshift gas chamber was occupied with another gun for hire. Though the man was of no one of value, but he had enough cred for Arachnid to catch wind of his reputation, "Ahh, you're Mac Gargan. Quite the debt I hear you're under." Arachnid paced in front of Mac.

"You're gonna kill me or not? Either way the suspense is killing me." Mac rolled his eyes as he was strapped from head to toe in the chair.

"Ooh, a part of me wants to put you out of your misery, but it is Christmas Eve, and you definitely have substantial debts." Arachnid giggled and looked back at Mac, "And that could be useful." Arachnid opened the chamber and unhooked Mac from his restraint, "You owe me for this, Mac, getting you out of dodge wasn't part of the job." Arachnid patted Mac's head as he made his exit.

"Hey Arachnid, we ready for Commissioner Smith?" One of Fisk's men asked.

"Ready, eh tiny Spider?" Aleksei asked Arachnid.

"We're ready, bring him in, bring him in." Arachnid called as the man left the room.

Spider-Man looked through the vents and found a few of Fisks men hauling over the Police Commissioner, "Do you have any idea who I am? Scum all of you! I have friends in high places, more than you squatters can imagine."

Arachnid didn't look back at him, he just stood staring at the old makeshift gas chamber in this old rundown sanitarium, "That may be true Smith, but you see… Kingpin isn't a man to be fucked with." Arachnid turned around "So for next year, Kingpin's starting with a 'clean' slate, and you're not on it."

"I'm not on it!" Commissioner Smith was shocked by the news. Especially when Rhino hauled him by the collar and slammed him into the chamber, "YOU CAN'T DO THIS, I'M THE COMMISSIONER…" The cyanide gas came pouring in, killing Smith slowly.

Finally making his presence known to the group, all but one was surprised to find Spider-Man dropping from the vents.

"Hey guys! Did you know the state of New York never approved the gas room for the death penalty." Spider-Man gave hard facts.

"Which is why the mob back in this hospital's prime improvised, and made their own gas chamber. The things you could get away with back in those times." Arachnid replied as he popped his knuckles ready for a fight.


"That night was when we first fought, hand to hand." Spider-Man remembered.

"Yes… Lemme ask you, Spider-Man, do you believe in fate?" Arachnid asked.

"Not sure, what do you think of fate?" Spider-Man asked.


Arachnid lunged for Spider-Man first, but he blocked it, as he webbed for a nearby piece of debris to smack arachnid in the side with.

Spider-Man used the moment to web to the walls and gain the momentum to send a hard kick flying in a one-eighty degree in the air. Landing a hard smack with his foot, Arachnid fell to the ground.

Arachnid quickly hopped up and deflected Spider-Man's next attack and returned with a front flip carrying a hard kick to Spider-Man's jaw. Quickly regaining his footing, Arachnid aimed for precise hooks to Spider-Man's chest and sweep-kicked him off his feet.

Spider-Man was on the verge of losing again, almost like the first time they met, but not this time. Spider-Man webbed his face, giving him a moment to regain his ground, and took a few punches in both sides of Arachnid's cheeks. Polishing off the flurry with a hard uppercut in the jaw. Quickly before he could react, Spider-Man webbed Arachnid in mid-air and threw him hard into the gas tank.

The result was the cyanide gas being let loose into the room.

Spider-Man barely made it out, but Rhino and the rest were preparing to make their escape.

"Kingpin! Spider-Man and Arachnid are still in the gas room?" Fisk's lieutenant called the boss.

"Let them die, two Spiders for the price of one!" Fisk responded.

"Roger that." The lieutenant looked at Rhino and gave him the call to seal the room with Arachnid still inside.

Spider-Man had a chance to escape with the window he had before Rhino sealed them in, but Spider-Man couldn't let the Arachnid die just to save his own skin. Jumping back through the broken window with the cyanide picking up in this cramped room, he picked up Arachnid to get themselves out of there.

For a moment, Arachnid shrugged off Spider-Man's arm, "Oh, back for more, huh?" Arachnid tried to punch Spider-Man, but he deflected his strike and punched Arachnid in a daze. Spider-Man could sense in the corner of the room that a flicker of air was seeping out. Coming from a boarded-up cellar. Dragging the Arachnid over to the cellar and left him for a moment to push open the cellar.

"C'mon! C'mon! C'mon!" Spider-Man struggled to pry open the cellar with his bare hands. By the time Spider-Man broke open the cellar, Arachnid tackled him the way outside the sanitarium. Just after the cellar exploded from the gas pressure and exceeding fires.

Now this time it was Spider-Man in a daze as Arachnid walked around him. Along with two of Kingpin's men arriving to check on the commotion. Their guns were aimed more at Spider-Man than the Arachnid.

"You gotta be fucking kiddin me, Spider-Man!" Arachnid roared, noticing a 9mm pistol he webbed it over to his hand, "Why? Why the FUCK did you do that? Need I remind you!" Arachnid put the point of his gun to Spider-Man's left cheek, "I'm the one who's trying to kill you!" Instead of firing at Spider-Man, he shot the two men who belonged under Kingpin's payroll.

Spider-Man was about to attack but Arachnid pointed the gun back at himself.

"Now now, those two men, they've done a lot of sick things. Trust me I read their files, you wouldn't believe any of it. They deserved to die. Just. Like. Me." Arachnid pointed the gun under his chin, but Spider-Man swiped away the gun and gave Arachnid a headbutt sending him in a daze.

Right on cue, the cops arrived. Spider-Man zipped away, leaving Arachnid to be arrested.

"Arachnid. This is too good to be true!" One of the cops hoisted him onto his feet as another slapped a pair of cuffs on him.

The first cop hauled him to the car, "Where'd he go?"

"Where'd who go?" Arachnid asked.

"Your partner! Spider-Man, where is he?" The cop asked.

Arachnid chuckled, "You serious? Me and him? Partners?"

The cop hauled him into the backseat, "Who else would jump into a gas room to save your sorry ass?"

"To tell you the truth, officer, I was wondering the same thing myself." Arachnid looked up at the roofs to see Spider-Man overlooking him, "And I'm gonna find out!" Arachnid used both feet to kick open the police car and dashed out. The cops may have cuffed him but they didn't remove his mask or web shooters. The cops especially didn't take into account Arachnid's super strength.

Arachnid zipped over to the nearest rooftop and made his escape.


Chrysler Building Today

"My whole life, I thought of fate as evil, as if we cannot change who we are as if we're slaves to our predetermined destination, but after that night in the gas chamber, I realized our meeting in that sanitarium was not a coincidence. I feel our first year out in this city, all of it was the work of fate. Everything we've been through that year alone was leading us to that one night in that gas room." Arachnid explained.

"I don't understand. You think we were meant to be stuck in that gas chamber." Spider-Man was confused.

"I think if you wanna test a person's true character, put him before his death and see what they do. You jumped back in that gas chamber to save a mercenary dressed as a Spider unlike yourself. That's when I realized who I was truly meant to be. That day I didn't see an annoying spider who always got in my way. I saw someone who I could relate to, an equal that I could never become. Because I can do the things you can never do." Arachnid explained leaving Spider-Man speechless for a moment.

"Two different Spiders who can't show their faces to the world to protect the people they love." Spider-Man answered correctly.

"Ever since that night I felt like we were walking the same journey. In spite of our opposite sides for this city." Arachnid finally sat back down beside Spider-Man.

"Before you retired I said you weren't a paragon, but after everything that's been happening? I didn't realize the paragon I saw was covered in so much blood. I judged a book by its cover all these years" Spider-Man consoled the Arachnid.

"You ever think what this city would be like if we were on the same side?" Arachnid asked.

"I don't know, but maybe we can find out." Spider-Man was on to something.

"What do you mean?" Arachnid was curious.

"Would you be willing to be my eyes and ears while working for the Demons?" Spider-Man asked.

"Hmmm… no." Arachnid put simply. "I may not like them but I need them and if they learn I'm feeding you intel they pull my payment and I can't have that."

"You keep saying I can beat the Demons, and I will beat them, but I know I can beat them if you help me." Spider-Man insisted.

"No." Arachnid said.

"What if I told you I have someone looking into the stolen Oscorp tech?"

"I would say I don't care and they're gonna get themselves killed."

"Wouldn't be the first time, but she'll find the tech sooner than you think, and when she does I'll give you a call." Spider-Man promised.

"She?" Arachnid asked, "Look whatever, this is my business stay out of it!" Arachnid denied his offer again.

"Y'know Shocker said the same thing. I thought you said you were better than him." Spider-Man was getting under Arachnid's skin.

"Fuck you." Arachnid swore, "You know how to contact me, I'm taking my day off." Arachnid indirectly accepted Spider-Man's offer as he dropped from the Chrysler building.


I hope you enjoyed this chapter, please leave your reviews and tell me what you think.