Arachnid hanging upside down contemplating on what just happened. In spite of this temporary truce. Spider-Man saved him this time.

"Friends, today we have a very special caller, breaking important news right here, because where else? Mayor Osborn, thanks for calling in."

"No, thank you Jonah. When you were publishing the bugle you were always fair to me. Tough, sure, but fair."

"Well that's my job, Mr. Mayor. All I have is my integrity, and i won't compromise it for anyone. Now! what's this crucial breaking news you're revealing for the first time anywhere on my show?"

"Well, after the brutal, cowardly city hall bombing that almost claimed my life, it's clear: our understaffed police department needs help. And I want to reassure the people of New York that I am providing it."

"Aha! I said it! You all heard me say we needed this. Are you using my idea of bringing cops from Lake Placid?"

"Ah no, though that was a fine idea. No, this would be a security contractor, much like the ones our military uses to assist our troops overseas. I can't name it until the contracts are signed, but their qualifications are impeccable."

"Well, that sounds terrific Mr. Mayor. Though, of course, I'll have to reserve my tough but fair final judgment until I have all the facts."

"I'd expect nothing less. And let me stress, this is in no way replacing our brave officers of the law. Just augmenting them. In a way that cuts through red tape and gets results."

"And results are what we want! You know, I'm glad you're here, so Spider-Man and the Arachnid are both working with the Demons."

"And a fascinating theory it is, I'm sure, but my doctors are advising me to get some rest, so if you don't mind."

"Oh of course. Thank you for calling in, Mr. Mayor. My lines are open for you any time. Jared! Did you hear? Tough but fair! That's our new slogan. I don't care who else is using it!"

"Osborn, you son of a bitch!" Arachnid complained as he swapped out of his suit.


Peter found Noah arriving at the FEAST shelter. Making his way over to him, he gave him a high five, "Hey bud, you here to talk to May about Miles?"

"Yeah," Peter answered.

"Good, she's in the kitchen, but hey, I got some good news of my own, HEY ANGIE!" Noah called her over.

Angie ran over to Peter and Noah in her new Halloween costume, "What do you think? Noah made it for me." Angie asked in her Arachnid costume.

"Angie, are you supposed to be Arachnid?" Peter asked.

"I sure am. I'm the Spider that does what Spider-Man can't, and I'll protect this city whatever it takes. Even if that means getting my hands dirty with the blood of my enemies." Angie narrated herself.

"Wow, well that's one way to sum up Arachnid's work." Peter smiled.

Noah crossed his arms. "I disagree, but she insisted."

"Why's that?" Peter asked.

"Come on, even you can agree Arachnid doesn't protect the city." Noah reminded Peter.

"I don't know. The last time I saw him, he had a conscious in him." Peter remembered the night at the incinerator.

"He kills people without mercy." Noah said, starting to sound rather mad.

"But he saved me." Angie argued back.

"Noah, you okay? You seem frustrated." Peter asked, concerned for his friend.

The moment had reached an impasse, and he took a deep breath, "I'm sorry, been a rough week. So Angie, tonight's Halloween. Where you planning to take that costume?"

"I'm going to my school's Halloween party in Brooklyn." Angie smiled under her costume.

"Okay, Angie, have fun, Peter, c'mon, Aunt May's in the kitchen," Noah called.

Entering the kitchen, Noah and Peter greeted May, "Peter! Noah!" May called out to her nephew and Noah.

"So if you're running this place while Mr. Li is out of town, who's doing your old job?" Peter asked.

"Ha, me, and Emma. but I could always use some more help. You two know anyone?" Aunt May answered.

"Actually we do, Emma, MJ, all four of us have been thinking about this one kid." Noah started.

"His name is Miles Morales," Peter explained.

"Why does that sound familiar?" May asked.

"His father was being honored at City Hall." Peter reminded May of last week.

"The day the Demons… Well." Noah implied.

"Oh." May sighed in sorrow.

"We talked to him at the funeral. He's a smart kid. He's just having a tough time." Peter remembered earlier today.

"Reminds me of an old friend I had, back in high school," Noah added with a smile while hooking an arm over Peter's neck.

"I knew a boy like that once myself." May reminded them both.

"I remembered it helped to stay busy. Might help him too." Peter suggested.

"Maybe this place is where he can stay busy," Noah said, added to Peter's suggestion.

Peter handed May a piece of paper, "Here's his mom's number."

"Thanks, both of you. I'll give her a call." May praised the boys.

"Hey, you haven't heard from Mr. Li, have you?" Peter asked.

"No, why?" May asked.

"Just curious."

"We got a few minutes before work, I'm gonna help Angie with her homework." Noah said.

"And I'm gonna look around, see if there's anything else I can do to help you out." Peter offered.

"Oh, you don't have to." May stopped Peter.

"I know, but I want to." Peter smiled.

The two left the kitchen and went out to their duties in the Shelter.


At the police headquarters in Chinatown, Silver came over to discuss their plan with Captain Watanabe, "Okay, Spider-Man is no killer, but Arachnid on the other hand…"

"I have a task force getting prepped, don't worry about them." Silver assured.

"Arachnid's the threat, not Spider-Man. If anything, Spiderman'll just be more annoying than a threat." Yuri reassessed.

"Doesn't matter. Either of them get in my way, they die." Silver repeated her stance in this.

"You have to understand that Arachnid is one of New York's most wanted criminals. We've tried to apprehend him numerous times, but every attempt has failed," Yuri specified.

"My task force will take care of him," Silver Sablinova reminded herself, then left the precinct.


Finishing up Angie with her homework, Noah could sense someone nearby, not Spider-Man, but someone far more dangerous, "Hey Angie, I have to go." Noah quickly brushed it off.

"Okay, thanks for the help. I'll take it from here." Angie smiled and waved off.

Following the sense he picked up, he saw Peter exiting the other laundry room, "Hello Peter. Hello Noah." Martin Li has arrived.

"Mr. Li." Peter called.

"Thought you were out of town." Noah reminded.

"I was, came to pick up a few things." Martin explained looking at the both of them.

"Martin, your back!" May showed up with a box of supplies and was happy to see him, unlike Peter and Noah. However Emma was walking up behind May.

"Good to see you again, Martin." Emma masked her disgust to see him with a warm smile.

"Let me get that," Peter took May's box.

Noah put an arm over Emma's shoulders. It may seem an act of kindness for his wife, but he's keeping her safe in case Martin pulls any stunts.

"And heading off again shortly, I'm afraid. Just needed a few things from my office." Martin smiled off.

"I don't suppose you could lend us your bank account information, We've been getting calls demanding that your attention." Emma was hoping that would be taken care of.

Peter and Noah glared at him, but Martin just brushed them off.

"You must've heard about City Hall," May asked.

"Yes. Tragic." Martin breathed without showing an eye of disbelief.

"Peter, Noah, and Emma were there. They were very lucky," May said, pointing to the two.

"At an Osborn rally? I didn't know you were fans." Martin was caught unsurprisingly.

Peter just glared at him, unlike Noah, "We're not. We were just there to be with family." Noah explained keeping his look of disgust under the radar.

"That's the last time I go to an Osborn rally, no offense Peter, but not again." Emma said looked over to Peter.

"It's okay, same," Peter assured.

"Well. What matters is that you're all safe." Martin redirected the tension.

"Amen." May returned.

"But the bombers are still out there. Who knows what they planned next." Peter stated.

"Can only imagine what coward leads those bombers," Noah added.

"I don't think you, Emma, Noah or May, have anything to worry about. As long as you stay away from places you're not supposed to be." Martin Li indirectly threatened, "Well, I should go."

"When will you be back?" May asked.

"When my work is done," Martin said vaguely.


Martin made his way to his car, eyes glowing white. Before entering the backseat, he saw Peter and Noah rushing out.

Both could sense incoming attackers from behind. Martin possessed some of the homeless people at the shelter to stall the two. Peter averted his hits away from him, but Noah kept on the offensive and subdued his attackers quickly.

Martin smiled as he left the two to their predicament.

The boys tried to calm the people back to back, but they were under Martin's influence. Peter kicked one possessed in the chest, and Noah flipped over one and gave him a flurry of punches.

One of the possessed wrapped himself around Peter and subdued him for the time, but Noah hopped on one of the collapsed attackers and punched him straight in the face.

All the possessed visitors are down but not terribly wounded. "Thanks for that," Peter calls to his friend.

"Don't mention it. I didn't know you could fight, though," Noah asked.

"Ugh, yeah, there's a volunteer here. He comes every day to teach self-defense classes, I picked up a few moves from him." Peter explained nailed his diversion well.

"Oh him, yeah, glad you're learning." Noah said then patted Peter's shoulder.


Putting on his suit and heading out into the city, Noah received a call from Emma, "Hey Noah, I received a call from the Hospital. They say they're going to have an update on Anna and Josh."

"That's great. With any luck it'll be something good." Noah tried to sound hopeful but he knew it was only gonna get worse, "When do they want us to meet?"

"In a few hours, I'm gonna finish up here at FEAST and head over there." Emma sounds rather cheerful.

"Fingers crossed, Emma. Love you!" Noah said to his wife.

"Love you too!" Emma hung up the phone.

"FUCK! I'm running out of time." Noah spat, but then another call came up from Otto, "Oh hi, doctor. How are-"

"Monroe! Exciting news! Come by the lab! Parker is on the way too!"

"Right now? I need to get to the hospital-" Noah was interrupted by Otto, "This is my defining moment! Can't wait to show you..."

"Sir, the hospital has an update on my kids I need to-" Noah was interrupted again by Otto, "Your kids can wait. You and Peter need to see this!"

That was insulting, even for Noah, but the Doc didn't understand, so he just breathed out all the bad thoughts from his mind and responded, "Ugh, fine."

Noah then hung up the phone and let out a grunt of frustration. He knew Doc Ock wanted to make the world better but…

"Don't let it get to your head, Noah, just get to the lab, and check what's up." Noah said to himself as he was heading for his job.


Noah arrived at the lab dressed in his casual attire but saw Peter about to enter the lab, "Hey Pete, any idea's what's going on?" Noah asked.

"Not sure. We may still have a job at least." Peter was a little hopeful.

"The hospital has an update on Anna and Josh." Noah added.

"Really? That's great, lemme know how it comes." Peter was excited.

"I'm worried it's not good news." Noah does not look happy.

"Well keep your head up. C'mon let's see what Doc has in store for us." Pete used his key card and opened up to see their lab filled with new equipment.

"Holy crap!" Noah was amazed.

"Hey Doctor!" Peter greeted their boss.

"Hello Peter, Noah, I'll be just a minute." Otto informed.

"Whoa look at all this new stuff." Peter looked around.

"Hey Doc, I know you were taking out a loan but… This, what exactly did you do?" Noah asked.

"Where did you get all this equipment?" Peter was amazed.

"Called in every last favor! Took out a few loans. It's like we're starting over once again." Otto explained.

"You took out how many loans?" Noah asked pretty shocked at the risky plunge.

"Don't worry, Noah. This'll be worth every penny. This time is going to be different." Otto was confident in his words.

Peter and Noah walked up to their new prosthetic. "You've been busy," Peter commented as he looked at it. It was a slick device of carbon fiber weaving, covered with a titanium alloy shell.

"Just getting started. You know until now we've been looking at prosthetics from the wrong perspective. Why restore people to what they were... When we can make them better? Okay!" Otto approached the prosthetic with his controller.

"You two ready?" Otto asked the two.

They nodded 'yes,' and Otto started moving the prosthetic. The fingertips lit an eerie yellow light as the hand stood up with an open palm. The three of them smiled at the sight of this marvelous feat of engineering. Otto lowered the mechanical hand to pick up the coffee mug. He struggled to lift the mug, and the prosthetic started shaking, "Everything okay?" Peter asked Otto. He struggled to nod his head, and the hand started shaking vigorously to where the mug dropped on the ground shattering it to pieces.

Otto scrunched in anger at the sight, "DAMMIT! This is all your fault, Norman, you son of a -!" Otto threw down the controller and laid his hands on the table, "Well I know who you're not voting for in the next election." Peter said.

Noah slapped Peter in the back of his head. "Not the time."

Otto looked over at Peter and Noah, "Sorry, I have a habit of making bad jokes in, uh, tense situations." Peter apologized.

Otto started laughing at the joke Peter made, "It was a good joke. Just a bit of an overreaction on my part."

"Let's take a seat and have a break." Noah helped Otto to a seat, "Noah, I'm sorry about the phone call earlier. I hope your kids are okay." Otto patted Noah's arm.

"Thanks Doc." Noah was relieved.

"Lemme clean this up and I'll get us ready for another test." Peter grabbed a broom and dustpan for the mug.

"So uh... Hope you don't mind me asking, but it seems like you and Norman have a bit of a history." Peter was curious.

"Yeah, I'm curious too."

"We were lab partners in college, became friends, decided to start a business. We both had visions of changing the world, just in different ways."

"Wait, you were at Oscorp when it started." Peter asked.

"I'm half the reason it's called Oscorp. In grad school, everyone called us the O's. Add corp to that, and well. It is a catchy name. We were a lot like the two of you actually."

Noah and Peter looked at each other and found that pretty amusing, "Hopefully, we don't end up like the two of you." Noah laughed, "Did you know my parents? When you worked there? Mark and Nora Monroe?"

"I did. I was actually a little curious if you were their son, Noah. We kept in touch after I left Oscorp. They spoke very highly of you." Otto gave his thoughts, "They always said, 'We can't change the world, but we'll make sure our son can do just that'."

"Well, that does sound… I'm not sure what to make of that." Noah was dumbstruck by the words.

"So why'd you leave?" Peter asked.

"Norman became more and more obsessed with genetics. He started a project I considered unethical, and there was this..." Otto paused at the memory, "Anyway, lawyers got involved. I chose to leave in exchange for a settlement, but that money didn't last very long. I've relied on grants ever since. If this project doesn't work-"

"Don't worry, It'll work." Peter assured Otto.

"We'll set this up, and get another test ready." Noah patted Otto's shoulder.

"I'll go brew some fresh coffee."

Noah, and Peter ran the schematics on the new prosthetic, "Be sure to run a diagnostic on the control unit."

"Yes sir." Noah called.

"My god this prosthetic is next level."

"I know! Even I'm surprised." Noah explained as was given a text message, from Emma.

"Where are you, they won't tell me unless you're here." Emma wrote.

"Oh fuck, hey Doc, I need to go. My wife needs me at the hospital." Noah had to wrap up quickly.

"Don't worry, Noah. Give your family my regards." Otto called from the other side of the lab.

"I'll call you when things are done here, okay?" Peter told Noah before he left.

"Thanks, brother." Noah patted Peter on the shoulder.

Before Noah could leave, he went and took a look at all the new gear. On closer inspection, some applications were from A.I.M. "Uh, Doc, are you sure accepting grants from AIM is a good idea? I mean, you do know their work is really shady and somewhat controversial."

"Beggars can't be choosers, Noah. Once we're on our feet we'll reevaluate our funding partners." Doc answered.

Advanced Idea Mechanics, Noah heard of these guys in his time as the Arachnid. They work in designing next generation technology, bleeding edge mechanics, none of it used for good. Wilson Fisk himself wouldn't even accept their help for anything. This is starting to get serious, and it's getting Noah on edge.

Noah even sensed something in the Doctor, something evil growing inside him.


Noah left the lab and is currently on his way to the hospital, "Emma are you there? C'mon pick up." After a few more rings, Emma's phone went to voicemail, "Shit. Emma where are you?"

Just then her phone rang from an unknown number, "Hello, is this Noah Monroe?" some older woman was on the line.

"Who are you? Where's my wife?" Noah asked desperately.

"Your wife was insistent that she learn the news of her kids. She was ready to beat the crap out of the front desk clerks, and when we gave her the results of their latest tests she just ran out." the nurse explained.

"Oh no, what's happened to the kids?" Noah asks.

"The infection inside them is spreading, at this rate they could only have a few months left to live. Maybe six, and that's a stretch on just luck." The nurse's words almost made Noah drop from his swinging.

"Months?" Noah repeated, "Okay, okay, thanks nurse. I should find Emma. Keep me updated, nurse." Noah begged in his voice.

"We will." the nurse hung up.

"Where are you Emma?" Noah asked himself.

Syncing his suit to locate her cellphone signal, he never liked doing this but this was serious. Giving the suit a moment to get a lock on Emma's phone, and her GPS is located in southern midtown. Swinging his way to her location, he arrived in the alley of their apartment, and her phone was laid under their dumpster, "Oh no."

Emma could be out there doing who knows what. He needs to find her, stat! Taking a closer look at her phone, it would seem she's been drinking given the smell the phone is carrying, thanks to his suit's sensors, "Okay, Emma, where did you go now? Your favorite booze should help me from here on."

"The trail picked up quickly. The odor of whiskey is not an easy scent to track, unless you have spider powers, like myself," Noah said while tracking Emma's whiskey.

Walking through the city cloaked, Noah had to keep his distance from the people, Sable agents were nearby. If they spot Arachnid, Sable will shoot him on sight. Following the trail above the streets, the trail takes a left turn to another alleyway before the first block. On the other side, Arachnid found Emma in a drunken fistfight with three rapists.

From the look of things she just lost and they were about to have their way with her.

It's a shame they picked the wrong woman, little did they suspect she was safeguarded by a very angry spider, with the ferocity of a fallen angel.

"Alright boy's, I'm first to go with this drunken whore!" One of the ugly bastards smiled.

Emma was all teary-eyed, feeling all hope was lost. She was about to close her eyes, unable to break away, but then a loud object punctured what sounded like flesh. She opened her eyes and found the man in front of her standing still, about to collapse with a bloody nose, and a big hole protruding from his stomach, but nothing could be seen except the drizzling blood. His body was then lifted and was thrown aside like a piece of unwanted trash. The creature decloaked and was revealed to be the Arachnid with a bloody mechanical leg.

"You assholes picked the wrong woman to rape!" Arachnid growled in his words with complete and utter rage.

The last two let her go and she dropped to her knees. One of them pulled out a gun, but he twisted his arm to disarm the man and threw him to the alley wall and webbed him with his new Blaster web, "Thank you Sable." Arachnid thought to himself. After some tweaks, he managed to upgrade the lethal impact very significantly. A few more hits and the next rapist was dead. The last one tried to run farther into the alley but he just webbed his feet and dragged him closer. Like a hungry predator toying with his prey. He pulled him closer and pulled out his Spider arms again, and stabbed him in the heart.

The adrenaline didn't hit as hard as his first kill, but it felt similar in some way, it felt sweeter and less thrilling.

Arachnid could sense a gun clicking, he turned around and saw Emma pointing a gun at him. "Lady I suggest you put that down before you make a mistake."

His warning was met with her pulling the trigger repeatedly but each bullet was dodged easily until the clip ran empty. She kept pulling the trigger despite the gun being empty, "Mam, it's over put the gun down."

She responds by throwing the gun at his head.

"Ow… You should know I chose not to block that." Arachnid tried to calm her down, but he knew what was happening. She's numb from the whiskey, and all the pain this past week as been an absolute nightmare.

"Why don't you just kill me," Emma begged.

"Why would I do that?" Arachnid asked.

"It's what you do, you're a villain just like the rest of those people Spider-Man puts away," Emma spoke the truth.

Hearing her say this broke Noah in two. It may be true what she said, but this was his wife. He wanted to say something, but what could he say?

"Why do you do this? Why can't you just leave us alone?" Emma asked.

"I made a promise to someone, and I will go to Hell and back to make sure I keep that promise." Arachnid decided to leave, so he ran and leaped, swinging away from his wife.

"You made a promise? Who would go to such lengths?" Emma's curiosity started grinding like a machine to those words.

After a few minutes, switching out of his suit. Getting the right time to make this seem like a coincidence.

"Emma! Where are you?" Noah shouted.

Emma could hear him around the corner. She quickly went over her current look and condition. Her pants were unbuckled, and her jacket and shirt were disheveled just as much as her hair. Quickly picking up her appearance, Noah found her, and she looked like she hadn't been beaten too badly.

"Emma, I found your phone. I was so worried. Are you drunk?" Noah clung to her embrace tightly.

"I'm okay. I'm so sorry, Big Bear." Emma cried in her husband's shoulder.

"Babe… I was so worried." Noah was on the verge of breaking down, but he had to keep his wife standing strong, "C'mon let's go home." Noah hauled her up and they walked back to their apartment, "The nurse told me what happened. The kid's conditions are getting worse."

"I don't know what to do anymore, was I cursed to never be a mom?" Emma was letting the whiskey talk.

"Emma Monroe, no one deserves to be a mom more than you. I told you I'm gonna save our kids, and I'm gonna."

"You promised." Emma reminded herself.

"I did," Noah said before kissing her on her cheek then went over to pick her up. Noah carried Emma like the hero she needs. Making their way to the apartment, she set her on the couch and laid a blanket over her.

"Want some coffee?" Noah asked.

"Yes, booze right now is not helping anything," Emma answered.

Noah ran into the kitchen and brewed a fresh pot of coffee as fast as he could. Pouring into her favorite mug, she added her preferred creamer and sugar. Taking the mug over to her, she slowly blew the steam away and took a quick sip. Smelling the aroma beneath her nose gave her a moment of clarity about her situation.

"You keep saying the kids will be safe. Can you tell me the kids will be safe even after the news we got today?" Emma asked sincerely.

"They'll be safe, we haven't lost them yet, Emma." Noah assured her.

Just then, someone started knocking on their door. Noah walked over to find Angie Williams in costume, "Trick'r Treat!" Angie called in her costume.

"Angie, hey!" Noah smiled.

"Angie?" Emma asked, "Is that your Halloween costume?"

"Yeah, you were right about Noah being a great tailor." Angie smiled behind her mask.

"Oh c'mon it was nothing." Noah scratched the back of his head in embarrassment.

Angie smiled a little from that look on her husband, "Anyway, I was curious about the results on your kids." Emma's look quickly turned grim from the news today.

"I'm sorry, Angie, but Anna and Josh are not getting better." Emma looked down at her coffee. Putting it on the nightstand beside the couch. Angie took a seat beside Emma and gave her a hug, "I'm so sorry, Emma… Sorry, mom." Angie spoke from her heart.

Emma laid an arm over Angie, "Thanks sweetheart." Emma sniffed away her emotions and held strong for Angie.

"I was going to my high school costume party, but I feel like you guys need me now," Angie said.

"No, don't worry, you go to that party and have some fun, please," Emma called to Angie.

"You sure?" Angie asked.

"Yes, Angie, you're only a teenager once go, we'll be just fine," Noah assured, patting her shoulder.

"Okay." before Angie could leave she wanted to give her one more hug, and another for Noah.

"Angie?" Emma called to Angie before she left, "I love you so much, Angie.

"The twins are gonna have a great big sister that loves them very much." Noah patted her head.

"Thanks guys." Angie left for the party in Brooklyn Visions.

A while after she left, Noah received a phone call. Checking the caller I.D. it was him.

"Excuse me I need to take this, excuse me." Noah patted Emma's leg.

Taking the call away from Emma outside their apartment, he switched on, and answered, "What is it, sir?" Noah gruffed at Martin. He didn't call Martin him by his name. Best to keep that to himself.

"We need you to make a stop at the Pale Horse Ridez. Lonnie Lincolnn, AKA Tombstone and his crew are working on a project for me, and we need you to review the final touches."

"Fine. I'll take care of it." Noah spoke to Martin.

Noah hung up the phone, and he returned to his apartment room and found Emma looking over at him at the other side of the door, "Who was that, honey?" Emma asked.

"Otto needs me at the lab." Noah excused himself.

"Okay, I'll be okay, love you." Emma smiled.

Noah picked up his coat and left the apartment.


Arachnid arrived at Lonnie Lincoln's auto machine shop to oversee. Approaching the garage cloaked, he walked up to Tombstone and decloaked beside him, "I take it this is the APC?" Arachnid asked.

Tombstone's men jumped back in surprise at the Arachnid's sudden appearance, except for Tombstone himself, "Took you long enough, Arachnid."

"So this thing has been met to the Demon's expectations?" Arachnid.

"You underestimatin my talents, Arachnid? I oughta snap your neck in two just for thinkin like that." Tombstone threatened.

"You're welcome to try, but last I checked acid melts stone." Arachnid promised.

Shortly after a black car drove in view. One of the Demons opened the backseat to reveal Martin Li, but different. His aura is bright, his skin color is pitch black and his clothes became white as snow snow.

Walking up to the group, Martin looked over the interior and checked the exterior. …

"Excellent work, Lonnie, you're compensation has been well earned." Martin smiled.

One of the Demons approached Tombstone with a briefcase containing his promised amount of ten-thousand dollars in cash.

"Pleasure doing business, Martin." Tombstone called.

Tombstone and his men left the vicinity on their bikes. Leaving them their custom built APC.

"A magnificent feat of engineering, isn't she, Arachnid. " Martin asked.

"Why the fuck am I really here?" Arachnid avoided using his name.

"It's that obvious isn't it? Arachnid, I also brought news on the final piece of your compensation-" Martin was interrupted by Arachnid.

"There's been a change, boss. I need the rest of those chemical components. Now!" Noah demanded.

Martin walked closer to Arachnid and observed him close, the tension inside the black spider was roaring in waves, and Martin could tell, "I know who you are."

"Do you now?" Arachnid growled.

Arachnid remained quiet, trying to keep himself composed and not do anything hasty until

Martin spoke again, "You are a man who is conflicted. This past week, you've been a very loyal spider in my mission, I'll give you the final components now, but it'll cost you a little extra." Martin held out his hand, "Lemme see your hand. Lemme give you a perspective."

Arachnid glared at Martin. He knew he was going to regret this, but any sign of doubt will not be tolerated by Martin, and he will get him under his thumb. So he took his hand, and weird energy began flowing into his body the pain was intense and extremely unbearable.

"What are you doing?!" Arachnid struggled to get free.

"Helping you see things more clearly." Martin smiled.

Everything then went black. Arachnid's eyes opened to find himself in nothing but Darkness with nothing but Martin Li standing in front of him.

"Welcome to my world, Arachnid." Martin turned around to show him the FEAST shelter.

"In the past eight years I watched your career with great interest. You've always found a way to outsmart Spider-Man. You've cleaned the city from the scum and filth with your bare hands. Imagine what you can be with my help."

Arachnid and Martin walked around the shelter, ghost-like figures appeared and reappeared around them.

"You can pretend to be what you're not, Arachnid but you cannot deny who you are, and that is a monster. Why fight it? Just release the demons inside you, unleash the desire inside, and you will be free." Martin called to him.

Soon after, demons walked around him, faceless and with glowing white eyes.

A Demon mask appeared right in front of Arachnid. "Put on the mask. Join us, Arachnid."

With what Arachnid has learned and what the Demons are truly planning, all of his hesitations rotted away, so Noah grabbed the mask and put it on. At this very moment, he became more powerful than ever! All of his inner conflict and turmoil faded away. "Huh, this feels..."

Arachnid's entire suit began turning white and his emblem became black. "Now this is really AMAZING!"

Arachnid's eyes then snapped back open to be faced with Martin Li and his Demons, he then knelt to Li. "I will do what you MAY want, Master."

"Excellent, rise Arachnid. From now on, you are mine." Martin smiled.

"Martin Li, you of all people should understand," The moment Arachnid stood from the ground, he immediately reached for Martin's neck, "You made a grave mistake!" He held him up in the air and threw him across the room.

"What?" Martin was dumbfounded.

"The Arachnid bows to no one, and thanks for letting me loose. I feel free with your power."

"How are you still in control?" Martin demanded, "This is my world!"

"Not anymore! Your world is about to be my bitch, and I'm gonna be your god!" Arachnid laughed like a vicious psycho.

Arachnid webbed Martin still and zipped over to him, and inconsistently beat the unliving shit out of him. A constant barrage of bloodied punches was so terrible to the man who founded the FEAST shelters, and yet nothing in this moment felt so pure to the Arachnid. Just before he could do any more damage, Martin vanished away from Arachnid. Looking around the shelter, the darkness clouded the entire room, but that didn't phase Arachnid at all.

"Yoohoo!" Arachnid whistled, "Where are you Martin, be a good boy and show yourself." He called to Martin like he was some lost dog.

Sensing him from behind, Arachnid reached not for Martin but a black shade under his control, "You, weak!" Arachnid smiled as he threw him over to the floor and stepped over his neck. Just after, more of Martin's minions arrived.

"This is gonna be fun!" Arachnid was getting giddy, "C'mon Martin, show a little spine! Gimme all you got!" He unfurled his Spider-legs and swept Martin's goons off the walls.

Arachnid mutilated, ripped apart, and punctured multiple places in all of Martin's men, and he did not hesitate nor stop. The pain he wrought in this negative world has brought him a new sense of clarity to his talents.

"Something about you is different than the others." Martin walked over to Arachnid.

"I'm not different. All you did was open my cage, and I love it!" Arachnid was happy, and Martin was furious.

"You're supposed to be under my control!" Martin hovered above the ground.

"What, scared Martin?" Arachnid laughed, eager for more.

"Not even close!" Martin morphed the shelter and brought forth a giant demonic opera mask.

"So this is how the great demon falls? C'mon!" Arachnid zipped forward and webbed a few of the explosive energy bombs and threw them back at the mask. The mask started shattering bit by bit with every hit. Arachnid struck several hits into the mask, and he could see Martin behind it. Seizing the opportunity, he webbed over to him, and sucker punched him in the jaw over and over till the light blinded his vision.

Arachnid found himself back in reality with his grip on Martin's collar. He noticed Martin's face was bloodied and bruised badly. Arachnid dropped him half unconscious from the pain he gave him. Looking around, all of Martin's men lie on the ground, dead and in pieces.

"Wha- What the fuck?" Arachnid asked himself then felt a pressure in his head. "Ergh!" He groaned and started dozing for a minute. After that he found his footing quickly.

Looking down at his bloodied hands, he smiled, thinking of the rush he had. Looking back down at Martin, he searched his person for the final drive. He's not sure if he brought it, but he won't let this chance go to waste. Digging in his shirt pocket under his coat, he found nothing, "Seems you're still in need of my services, Martin. You lucky son of a bitch." Arachnid glared at Martin and slammed him at their new armored truck.

Arachnid left the garage and zipped on out into the city.

Passing down Central Park, Arachnid received a phone call, "Hey Arachnid." Spider-Man was on the line.

"What is it Spider-Man?" Arachnid asked.

"I'm over in Time's Square, there's this big monitor here. The guy on the screen wants to talk to both of us." Spider-Man explained.

"Who?" Arachnid asked.

"I'm not sure, he's got a pretty cool-looking mask, though," Spider-Man added.

"Why should I care about this box and guy in a cool mask?" Arachnid was not interested.

"He has surveillance footage of us working together, he says he'll rat out our partnership to the Demons. In other words, help or get blackmailed." Spider-Man said.

"Fuck! Fine, I'm on my way." Arachnid hung up and made a quick detour to Spider-Man's location.


I hope everyone enjoyed this chapter, it was really hard to write.

If anyone has any ideas for how to make it any better PM me or leave a review.

Anyway leave a review and tell me what you think of the chapter.