Welcome back to Season 1 of Musutafu's Spectacular Spider-Man!

Review Time!

Gamelover41592: Excellent work on this chapter and welcome back :)

Thank you! It's good to be back :D

SuperSonicHeroes: Alright, Spider-Man and Prowler are saving the kidnapped kids and are about to beat that hobo Aizawa's ass!
I really liked the scene where they discovered Himiko and Spidey said how her friend Ochako asked him to find her and has been worried about her and the two heroes comforting her. Seeing an innocent Himiko is very refreshing.
I'm guessing that Miko and her family are based off of the Five Nights at Freddy's horror series. Not a fan of it myself but I recognize the descriptions. But putting them all on kids instead of animatronics is horrible, and just makes me hate these people even more.

The moment I'm sure many people have been waiting for!
It's probably even more refreshing after the absolute bullshit that was her fate in Canon. Horikoshi... WTF!
Fortunately, I am not bound by the stations of Canon or their Canon Events. Suck it, Miguel O'Hara!
Yep. In Order:

Miko: Golden Freddy (with a little bit of Eleven from Stranger Things, with her telekinetic powers.)

Meitaru: Freddy

Kenji: Bonnie

Chikako: Chica

Danji: Foxy.

You'll see what all they can do VERY soon.

That's kinda the point. Don't worry though, you'll see them get their karma soon enough. Especially Ass-zawa. Let's all just be thankful I based them off of the original animatronics, and not the WITHERED Animatronics. Look up pictures of them and you'll see what I mean.

jrhenderson1: I love the interpretations you've set up so far for everyone. Aizawa's reason for being the way he is reminds me of the disgruntled public school teacher who finally just snaps.
Very cool story so far!

Thank you. I was honestly kinda worried some people (especially Aizawa fans) would complain that I wrote Aizawa as such an obviously evil villain and saying it's "Out Of Character." But surprisingly most people have been okay with it. Though not THAT surprising. Around the time that Season 3 ended and Season 4 started, more and more people have jumped on the "Aizawa's an asshole train." Mostly the only fans he has left are diehard Dad-zawa fans (which are the kinds of stories I've pretty much sworn off of since many of them make Inko and All Might into horrible people just to make Aizawa look better.)
Thank you. Hopefully I can get that "Very Cool" up to "Straight Up AWESOME!"

Quick Author's Note: If you don't like how I portray some of these characters in this story *cough*Aizawa*cough* then don't read my story. I am not going to change my story just to try and make them the same as their canon counterparts. If you want to see them just like their Canon counterparts, go read the Canon Manga or watch the Canon Anime. You deciding to not read this isn't going to hurt me in the slightest. If anything you reading this and giving me a negative review just makes my numbers go up. So thank you!

With all of that over with, onto the show!

Issue 6: Fight Like Hell

Whether it was because of his Spider-Sense or just his own intellect, Spider-Man found the world seeming to slow down as he took stock of the situation and tried to work out a plan.

First thing: DECA was downloading all the data they needed, but to do so she had to break through a lot of encryption to do so. It was going to take a good couple of minutes to do so, so the terminal had to be left intact and the flash drive had to stay plugged in and undisturbed. And he doubted the guards or that scientist were going to let that happen. So he needed to make sure they couldn't break through into the office.

Second thing: he was about to have a lot more company. DECA showed him through the cameras that the guards were all being mobilized. Of the 75, two were already outside the door and had now been joined by three more, all of whom were trying their best to smash through his little web barricade. Apparently the scientist with them had not only used his keycard to let them in, but they either blocked the door open or he put in a code to keep it open.

And through the camera feeds, he could also see that of the remaining 70 Guards, five had been dispatched to guard the cells, while 60 of them had been split in half; 30 going to Training Area A and the other 30 towards the Special Projects Wing. They didn't see any sign of the last 5, AKA the "Clean-Up Crew."

While he was confident in his skills, at the moment he definitely didn't think he was ready to handle 30 armed guards at once. Even if they were armed with nonlethals. Especially since he also had to keep Miko and her friends safe.

Sadly at this point, he didn't think he was going to have much of a choice.

Thinking quickly, he grabbed the nearby filing cabinet (a large and heavy steel one)and pushed it in front of the door. It was full so it had a decent weight, and he hoped it would add some extra protection if his web barrier failed.

So that should take care of the download and keeping Miko safe. Her friends would probably be safe until this was over with.

Once that was done, he said "Okay. Miko, I have a pla-"

He was cut off by a robotic voice saying "Opening All Cell Doors."

Spider-Man turned to see Miko having just hit a big red button on the control panel (which humorously enough did read OPEN ALL CELL DOORS) and was looking through the window.

Her friends/family, now seeing the glass cell doors sliding away, looked up towards her at the window.

"Uh, Miko, don't you think maybe you-"

He never got to finish as Miko focused, her eyes turning black with silver pinpricks. She then placed her hands on the glass window, pushed-

-and the entire window shattered with a deafening CRASH!, the glass shards flying out for a bit before gently floating down to the ground. Miko then took a step forward off the edge, using her Quirk to levitate out before gently lowering herself down to the ground.

The five guards and the scientist saw that, with the five guards each firing a shock round at her...

...but Miko held up her hand and the rounds stopped about a foot away from her, suspended in midair. She then turned her head towards them, fixing them with a death glare that could melt steel, before sending them right back at them. They struck home, shocking the guards into unconsciousness. The scientist then tried to run but Miko grabbed him with her Quirk and slammed him against the wall, the impact knocking him out cold.

Wiping the blood from her nose, Miko looked to her family and smiled. "Hey guys."

Meitaru was the first one to respond, wrapping his arms around his sister in a hug. "I'm so glad you're okay, sis."

"Well, I had some help," she replied, motioning to the shocked Spider-Man who was still looking through the broken window.

Kenji looked at him uncertainly, his nose twitching like an actual rabbit's. "He's a good guy?"

"He stopped them from cutting me open in the Operating Room. He's on our side."

Shaking himself out of his stupor, Spider-Man looked at the progress bar on his mask and saw the download was at 58%, with an estimated time to complete at about 10 minutes to finish the process.

And the other guards were about five minutes out.

Jumping out of the control room and web-zipping down to the group, he quickly explained "Hi, I'm Spider-Man. I came here to help get you and everyone else out of here. But we have about thirty more guards coming to try and capture us. Well, capture you guys AGAIN."

"Oh, hell no," Danji growled. "I ain't going back in that cage."

"None of you are," Spider-Man reassured, gaining appreciative looks from them. "But we're going to have to fight. Can you guys do that?"

"They spent about six months drilling us on how to fight to try to be their soldiers," Meitaru replied, flexing his bear claws. "Not to mention they did something to give us each an extra Quirk."

That definitely piqued his curiosity. "Okay, real quick; what are your new Quirks and what can they do?"

Chikako replied "Miko's got telekinesis, Meitaru can teleport, Kenji has enhanced strength in his arms but especially his legs, Danji has bursts of super speed, and I have a sonic scream."

"Wow. What are the downsides besides Miko's nosebleeds?"

"I get sick if I teleport too often too quickly," Meitaru replied.

"My strength doesn't last forever, and it leaves me hungry as hell afterwards," Kenji added. "And they didn't exactly give us a lot to eat."

"The only reason my speed's in bursts is because these cheap-ass legs they gave me can't handle it," Danji said. "If they don't fall apart, the wires and stuff inside will overheat. Then I'm screwed."

"My sonic scream hurts my throat, so I have to use it sparingly," Chikako finished.

Taking all that in and process it, Spider-Man said "Alright. We can work with this." Looking around the area, seeing that the guards each had a taser, a plan formed in his mind.

"Okay, so here's the plan..."

-Meanwhile, with Prowler and Aizawa-

Prowler sighed lowly in equal parts frustration and resignation. This asshole is really starting to piss me off.

The thick red fog that Aizawa had breathed out was proving to be a bit more difficult for her than she'd imagined at first. Not just that it was thick enough for the hobo-looking bastard to hide in without even his silhouette showing, or that it was some sort of knockout gas (which she was safe from due to the filter in her mask) but it turns out that the gas also had a few other aspects.

For one thing; the gas itself was giving off a lot of heat. Enough that when she flicked on her thermal vision she still couldn't she Aizawa's own body heat: either because the gas was the same temperature as Aizawa's own body heat, or its temperature was much higher. Also whatever the chemical composition of it was, it screwed with her suit's X-Ray vision, filling it with static. So both of those options were off the table.

Second, the gas was combustible. Highly combustible. Like if she tried to use her energy blasters even once, she'd ignite the gas. The gas that now permeated the entirety of the training area, all the way up to the roof. If the gas ignited, the whole place would basically turn into a bomb.

And while her armor could handle "some" explosive force, the scanners in her suit were saying that if the amount of gas in the room was ignited, the explosive force would far exceed what she could handle.

So yeah, her wrist blasters were off the table. For now.

Now, normally this wouldn't be much of a problem. Even before she become the HPSC's unknowing assassin and got some additional training in that field, Kaina Tsutsumi had done her three years in UA's Hero Course. And she had shown that besides her Rifle Quirk, she was skilled in hand-to-hand combat. Being a fan of Mixed Martial Arts and Pro Wrestling definitely helped.

In any other circumstances, she'd have Aizawa on the ground with his arms either dislocated or broken (probably with an armbar.) And maybe some head trauma as well (probably with a German Suplex or a Tombstone Piledriver. She was a fan of Classic WWE, sue her.)

The problem was that Aizawa was an Underground Hero with years of experience, and from the information she gathered, he was primarily focused on ambushes and hit-and-run tactics. Lie in wait and find weakspots, jump out and strike quickly, and fade back into the shadows before anyone can notice.

And while the plates of her armor could withstand gunfire below a .50cal (minus some bruising from the impact) the spaces between the plates were vulnerable. Especially if someone tried to stab a knife in there.

Sadly, she just so happened to have a few sweet spots that she couldn't put armor on because it would impede her movement that she was certain he might try and go for: around her neck, along the sides of her torso, the backs of her legs, and a good portion of her back.

So... yeah, she was in a bit of bind.

But she wasn't completely screwed just yet.

While she hesitated to use some of the training she had received from the HPSC, she didn't really have a lot of options at the moment.

Thus, she took a deep breath and closed her eyes, slowing her breathing as she slowly shut off her other senses until all that remained active were her senses of touch and hearing.

ESPECIALLY, her hearing.

Once she did that she started hearing a bunch of sounds she normally wouldn't; the hum of the fluorescent lighting, her own beating heart, her breathing. But eventually she shut them out.

Allowing her to hear the sound of Aizawa's footsteps on the concrete, him slowly walking behind her and trying to go in for the kill.

Not tonight, asshole.

As he made his move and lunged towards her back, she spun around and lashed out with a kick, the bottom of her boot being aimed at the soft sound of his breathing through his nose.

Even through the thick soles of her boot, she could feel the cartilage of his nose being crushed and could hear the small and satisfying crack! as her kick broke his nose. That sound alone brought a smile to her face.

Aizawa growled out "You fucking bitch! How-URK!"

He was cut off by a right hook that sent him flying to the ground, followed up by a stomp on his right foot that elicited another groan of pain and made him drop his knife, which she promptly kicked away.

She then grabbed the front of his costume and yanked him upwards and proceeded to slug him several times in the face, no doubt messing up his nose and bloodying his face up even more.

Though in her opinion, given all the horrible things he'd done... yeah, he deserved it.

This went on for a few minutes before she got tired of it (and he looked concussed enough) and she threw him away. He attempted to slowly crawl away, even managing to nearly got up on his feet, but she wasn't letting that happen.

So instead, she reached into her utility belt and pulled out a metal disk. She then threw it, nailing him in the back. The disk then popped open and released a whole bunch of thin metal cables that wrapped around Aizawa, binding his arms and legs to his body. Now immobilized, he tripped and fell forward on the metal floor, the yell of pain indicating that he landed on his nose.

Walking forward and flipping him so he was face up, she said "Not today, bitch. You don't get to walk away after everything you've done."

"F-fuck you," he growled through the blood flowing from his nose into his mouth.

"No thanks. You're definitely not my type," she snarked back. "And besides-"

At that moment, a loud noise was heard and the fans in the ceilings and walls started up, vacuuming out all the red gas. On edge, she opened her eyes and looked around and asked "Okay, who do I have to fight now?"

Her question was answered by the door to the training area opening, and thirty security guards rushed in and surrounded her, all of them aiming their rifles at her. One of them yelled "Don't move a muscle!"

Prowler grumbled before dropping Aizawa and holding her hands up. Son of a bitch.

-Back with Spider-Man and The Kids-

"Everyone ready," he asked.

Meitaru nodded from his hiding place on the right side of the room, his right hand holding tightly onto a taser that they'd swiped from one of the guards. "Ready."

Danji gave an affirmative via raising up his hook "hand," since his left (and only) hand was holding the other taser that they swipe from the other guard. "Payback time."

Miko was with Kenji and Chikako in the control room, each of them armed with a taser.

The plan was simply; Spider-Man would use his webs to funnel the guards charging in, either to slow them down to a manageable trickle or stop them entirely so they could have a few minutes to breathe. The guards that came in would then by beset upon by the three of them; Meitaru and Danji using their tasers to take them down (since apparently none of these idiots thought to insulate the Guard's armor in case something like this happened.) Kenji would drop down to lend a hand if he gave the signal, and Chikako would stay near the window (crouched behind a desk turned on its side) and would only poke her head out the window and scream if he gave the other signal. Miko was purely there to make sure none of the Guards got through and interrupted the download. Not that he thought that would happen, considering the guard's attention would mostly be focused on the boys on the ground, but it paid to be prepared.

As the sound of the guard's footsteps grew closed, Spider-Man did one last inventory check. So glad I remembered to pack extra web fluid cartridges he thought, before spraying the edges of the entrance with a massive amount of webbing, leaving only a small area for which the Guards could squeeze through without getting stuck. He heard a few of them swear, but eventually they started moving through the hole one at a time, only staying back once five of them had passed through. They're either unsure of how dangerous we are, OR they're vastly underestimating us. Either way, five should be easy enough to take down.

Settling into a combat stance, Spider-Man said "Here they come."

Danji gave a foxlike grin. "Bring it."

Meitaru nodded in agreement, sparking his taser a bit. "They've got a lot to pay for. Now it's time to collect."

The guards got within firing range, and moved to bring their guns up, the lead one saying "Put your hands-"

He never finished, as Spider-Man immediately shot out two Impact Webs, sending two of the guards flying away and plastering them to the wall. Before the other three guards could react, they struck. Danji blitzed one with super speed, nailing him in the junk with a kick before nailing him in the neck with his taser when he bent over in pain. Meitaru teleported in and grappled with the guard, overpowering him and jabbing him in the neck with his own taser. As for the last Guard, he got taken down by a Web-Strike boot to the face. Spider-Man then sprayed each of them with a thick layer of webbing, just to make sure they couldn't do anything if they came to.

Danji cackled, clearly having fun, flipping them all the bird with his hand. "Get wrecked, losers!"

"That was just Round 1. They were just testing us," Spider-Man said, lightly admonishing him. "So don't get too cocky there, Foxy."

"Got it," he replied, nodding in understanding. He then glared at him with his one eye, held up his hook and added "And unless you want to be the rare one-eyed spider, don't call me Foxy!"

He winced at that. "Sorry. I wasn't trying to insult you, I-"

"Uh, guys," Meitaru cut in. He then pointed at the entrance and they now saw ten guards making their way in. "Make up later. Right now we gotta fight like hell!"

Just as he said that the ten guards, in a moment of surprising competence, all kept a good distance away and brought their rifles up and took aim. Not wasting time, the leader of that group yelled "SHOCK 'EM AND DROP 'EM!"

Time seemed to slow down for Spider-Man as his Spider-Sense kicked into overdrive, his mind moving a mile-a-minute. He saw the spark shots from the guns slowly flying out of the barrels of the guns and slowly moving towards them, each one roughly the size of AA battery with two prongs that sparked with electricity. Shouldn't be a problem for me with my venom powers. But what about them?

He saw Meitaru's body seemingly turn into a shadow, his arm having completely disappeared and reappearing behind one of the other guards. Huh. So that's what his teleporting looks like. Either way, it was clear he'd be behind the guard before any of the shots would touch him.

Danji, by contrast, was moving at a speed that to Spider-Man made him look like he was walking at regular speed. He was moving his body away from the shots and was heading to strike the guards from behind, though one was getting a little too close to his one ear for comfort. Okay, a web shot should knock that spark shot away from him. As for the rest of them...

Seeing how tightly the rest of them were all together, he decided it was time to give them a big shock, and tensed his legs to test out his new move.

As the world slowly began to resume normal speed, he threw his left hand out and fired a web shot, knocking the spark shot away before it could hit Danji's ear.

He then leapt upwards and forward, red sparks arcing around his right arm. Once he was above the center of the group he yelled "Meitaru! Danji! GET CLEAR!"

Hearing him and seeing what he was about to do (and remembering his explanation of his Venom Blast powers earlier) the two boys wisely decided to teleport/speed blitz away from the guards, leaving them bewildered and confused.

Until they saw the red light, and looked above them. One guard even muttered "Oh, shit."

He shot a web line down to the ground, and with a cry of "VENOM SMASH!" he yanked himself down and slammed his electrified fist on the concrete.

The result?

A shockwave of red lightning shot out and traveled along the ground, shocking the guards and sending them flying. Those who weren't soon found themselves getting shocked by the arcs of lightning from their fallen comrades, stunning them. Before they could recover Spider-Man went on the attack, shooting out Impact Webs and Web Shots, punching and kicking and throwing them with his enhanced strength, and by what the kids said later? He was moving so fast he was just a green-and-red blur.

Soon enough all of the ten guards were out cold and webbed up, Meitaru and Danji looking at him with awe. "Dude, that was amazing," Meitaru exclaimed.

He smiled behind his mask. "Thanks. But like I said earlier, we can't get cocky. There's still fifteen more out there and-"

His spider-sense blared, and he instinctively held his right hand out, grabbing a shock round and stopping it from hitting Meitaru. He felt the electric payload go into his hand and through his arm, but to his surprise it didn't hurt beyond a slight sting. In fact, the sting soon gave way to a burst of energy, like he just chugged down an espresso. "Glad to see that hypothesis was right."

He immediately whirled around and chucked the depleted spark shot back to its sender, nailing the guard right in the visor of his helmet. While it was no longer electrified, it was still relatively heavy and managed to knock the guard out.

The one guard that they now noticed was part of the remaining fifteen, that had all decided to break through the barrier and try to rush them.

Realizing this, Spider-Man gave the signal. "Let's hop to it!"

One of the guards asked "What the hell is that supposed to-URK!"

"BUNNY KICK!"

The exclamation came from Kenji, the rabbit boy having heard his cue and launched himself out of the control room. As he did so he struck his best Kamen Rider pose and delivered a powerful kick to the nearest guard, nailing him in the face and promptly introducing his head to the pavement.

He quickly joined Spider-Man and the rest of his friends, asking "So, you guys got a plan?"

Spider-Man chuckled as they faced the now 13 remaining guards. "Like Meitaru said...

'We fight like hell."

-Back with Prowler-

As Prowler stood stock still with thirty guards all having their weapons trained on her, she weighed her options.

While her suit could handle electrical shocks, it had its limits.

One of the spark shots wouldn't do much except scramble her systems for a few seconds, not even affecting her.

Two spark shots would scramble her systems bad enough to force them to shut down and then reboot, maybe even get through her suit's insulation slightly and give her a small shock.

Three or more... she didn't want to think about it.

So she needed to find a way out of this situation, and fast.

She could activate her cloak, but the moment she started to disappear they'd probably open fire.

She had a grappling hook in her gauntlet and the metal rafters looked like they'd hold her weight. But again, they'd probably open fire the moment she fired it off.

The last thing she could think of were the smoke bombs and flashbangs she had in her utility belt. But once again, if she so much as moved they'd probably open fire.

So for the moment, she was screwed.

"Well, well, well..."

The two guards in front of her moved to the side, allowing the speaker to walk into the circle.

She felt her eyebrow raise as she saw the pudgy glasses-wearing man walk in, seemingly unassuming at first glance.

Until she noticed the metal brace around his chest, from which were four long metallic... "arms" for lack of a better word, were attached. Each of the arms ended in a "hand" with four "fingers" that were tipped with a sharp claw; and all the arms moved seemingly by the man's thoughts alone, as there was no control panel or console on the brace. [1]

Though perhaps the thing that unsettled her about those arms were that in the center of each "hand" was a bright red light, almost giving the appearance of an eye.

And all four of them were trained on her, almost as if they were analyzing her for any weaknesses. Or trying to figure out the best way to kill her. Or both.

The pudgy man gave a sadistic smile and said "Wonderful, aren't they? Actuators immune to extreme temperatures, capable of lifting up several tons, and linked directly to my brainwaves via a neural-link. Really great for multitasking, or dealing with things that I can't with my organic hands." He chuckled and then added "But where are my manners? You can call me, the Doctor."

Yeah, because having manners is really important right now she mentally grumbled. All the same she asked "So I take it you're the head honcho behind all of this?"

"I suppose you could say that," he replied nonchalantly. "Though if I were you, I'd be more concerned with what's about to happen now."

Before she could react, one of his arms shifted and a large needle poked out. The arm then moved lightning fast-

-and jabbed the needle directly into Aizawa's neck, who yelled in pain as he felt something being pushed into his bloodstream.

Once the arm pulled the needle out and slithered back to the Doctor, Prowler could see that the veins around where the needle struck had started to turn a dark purple, the skin slowly becoming the same color. Aizawa himself started to groan and moan in pain.

The Doctor watched impassively before saying "You know, you really only had yourself to blame for this. If you would've just been patient, if you would've kept our little scheme to keep poaching students from UA going for at least a few more years, we would've fulfilled our end of the bargain. Instead, you got impatient. You got stupid. And worst of all, you got sloppy. Sloppy enough that two vigilantes managed to find this facility and sneak their way in. And if what my guards have told me, the other one has already found allies in the Special Projects Wing, and they've taken down over half of the guards. You have jeopardized our entire operation, all because you just couldn't wait for what we promised you. And now?" He gave the now thrashing Aizawa the most evil and malicious grin Prowler had ever seen. "Now, you fulfill a new purpose for my employer and myself... as a test subject for my latest batch of the Cross-Species Nomu Formula. Specifically, one I've loaded with the DNA of the rare Indonesian Violet Panther."

Aizawa managed to stop thrashing, and Prowler could now see that he was already starting to change. His skin and bones were shifting, patches of purple fur were growing on his face, neck and arms, and his right hand had started to transform into a cat paw with sharp claws colored black. He glared at the Doctor, one of his eyes even changing to have black sclera and a silver iris. Through gritted teeth he painfully growled "I swear to fucking God... I'm gonna... I'M GONNA FUCKING KILL OF YOOOOOU-OOOOOWWWWWWW!" The last of his threat changing to sound like a cat's meow; which would've been funny if it weren't for the fact that the whole transformation process was kind of horrifying to watch.

The Doctor cackled. "Sure you will. In the meantime?" He motioned to the guards and they all started filing out of the room, many of them still keeping their guns trained on her while they left.

Once he and the last three guards were at the door, the Doctor turned around and said to Prowler "Sorry to leave like this. As much as I would love to stick around and watch the results of my latest formula take hold of him, I have far more pressing matters to attend to. Still-" he gave her one last evil grin. "-best of luck! Have fun!"

As soon as they exited the door it closed behind them, and she sighed. "Great. As if this couldn't get anymore-"

SNAP!

She whirled around and saw that Aizawa's transformation was now accelerating. His body was growing at an astonishing rate, a tail having shot out and now covering itself in rapidly growing purple and black fur. He was gaining a lot of muscle, so much that he was snapping through her snare cables as he rose to his feet.

Though maybe most horrifying was his face and skull, rapidly morphing into something cat-like. Purple and black fur was growing all over his body, which she could tell by his now destroyed costume due to his changing body.

Glaring at her with his now transformed eyes, his claws started to unsheathe as he growled out "Yourrrrrr... THIS IS YOUR FAULLLLLTTTTT!"

Prowler could only groan as she looked at the still mutating Aizawa. "Oh, hell."

-Back with Spider-Man and the Kids-

Between the four of them the fight with the remaining guards didn't take long. A lot of that had to do with Kenji; even when he didn't use his super-strength Quirk he was still a crazy effective fighter. "So, did these guys teach you those MMA and Boxing moves," Spider-Man asked once the last guard got knocked out and webbed up.

"Some of it," Kenji replied, swapping his and his friends' dead tasers for fresh ones from the unconscious guards. "The rest... I picked up here and there."

He figured there was more to the story, you don't get that kind of fighting skill and moves unless someone specifically trains you in them. And he doubted Aizawa was willing to train them in Mixed Martial Arts. But from Kenji's tone of voice and downcast look, that part of the story was very personal to him. Like "dead family member" personal, which he could and would respect.

Danji thankfully broke the awkwardness, slinging an arm around Kenji's shoulders and saying "Plus if you didn't figure it out from his spectacular entrance, this nerd's a big fan of Kamen Rider."

Kenji laughed and playfully pushed his buddy away. "You're one to talk about being a nerd, Mister GOKAI-CHANGE!"

"Uh, guys? Not that I don't love your nerd fights, but we're kind of in the middle of something," Meitaru reminded them.

The two of them nodded at that, and Spider-Man quickly web-zipped up to the control room. Miko asked "Are they all down for the count?"

He nodded, taking a look at the computer and saw that the download had finally completed. Happily taking out the flash drive and putting it in the pouch in his belt, he looked at Miko and asked "Ready to leave this place?"

She rolled her eyes in response. "Duh."

A few minutes later Spider-Man was leading the kids out of the wing and down a hallway, keeping an eye out for anymore guards. As they did, Spider-Man put a finger to his earpiece, having explained to the kids that he had a friend who he could talk to through an earpiece he had. "Hey Prowler, how are things-" He was cut off as he heard an enormous roar through his earpiece. Wincing at the sudden loud noise, he asked "What the hell was that?"

"So, funny story... Some crazy mad scientist doctor just injected Aizawa with some sort of mutagenic compound that turned him into a giant cat monster." There was a sound of tearing metal and more loud roaring. "That is now very angry and trying to kill me with its long claws that can shred through metal. So... SOME HELP WOULD BE NICE!"

"Just hang in there! I'm on my way!" Looking at the kids, he said "My friend needs my help. So-" He stopped when his Spider-Sense started going off like crazy, and he found it directed down the hall.

"THERE THEY ARE!"

Spider-Man and the five kids immediately saw five guards taking positions down the hall. Unlike the other guards, their uniforms had dark red visors on their helmets and red body armor. Along with that, they were armed with flamethrowers and Spider-Man could see assault rifles slung over their backs.

"I take it these guys are the Clean Up Crew," Spider-Man asked Miko, who nodded in fear.

Each member of the Clean Up Crew lit the ends of their flamethrowers and took aim at them. "Alright boys, the Doctor's gave us the ok to barbeque these twerps. So let's-"

The words died in his throat as Chikako step forward in front of the group, before drawing her head back and taking a deep breath.

Seeing this, Miko yelled "EARS!" the other kids all covered their ears (and in poor Kenji's case, yanking down his ears and holding them against his head) and Spider-Man followed suit.

And it was a good thing he did because Chikako then threw her head forward, seemingly unhinging her beak in the process, and unleashing her sonic scream Quirk.

A sonic scream Quirk that was so loud and so powerful that they could actually see the soundwaves traveling and echoing through the hall. All of the lightbulbs in the hallway in front of her cracked and burst, some of the panels in the floor and ceiling broke off and were thrown down the hall, and that wasn't even going into the Clean Up Crew.

The Clean Up Crew's visors all cracked, the flames at the tip of the flamethrowers were snuffed out, and any and all electronics in the Crew's armor and gear went SNAP! CRACKLE! POP! And even then, the sonic soundwaves were so bad that after a while the Clean Up Crew screamed in pain and dropped their guns and moved to cover their ears to block it out.

It was futile however, as not only did the soundwaves directed at them get through, but the force of the scream eventually sent them flying all the way down the hall, where they collided with the wall and fell unconscious.

Seeing that, Chikako cut the scream and immediately fell into a coughing fit. Kenji immediately rushed forward, handing her a bottle of water (which he snagged from the small minifridge that was in the control room earlier) which she chugged down in almost one gulp. "Ugh. I hate doing that," she rasped.

Rubbing her back he replied "Yeah. But we're glad you did that. You kicked serious ass."

"Yeah, you're a regular Black Canary," Meitaru added.

Danji patted her back with his left hand. "Though next time, a little warning would be nice."

Miko rolled her eyes. "Well it was either that, or death by fire. I'd say she made the right choice."

Having finished webbing the Clean Up Crew to the floor and wall, Spider-Man added "That was pretty awesome. And I'm really glad I put noise cancellers in my earpieces." Seeing her stop coughing, he asked "You gonna be okay?"

"I'm gonna need a full gallon of water to soothe my throat before I can scream again, but I'll live," she replied.

Nodding, he continued "Okay. I need to go help Prowler. Can I trust you guys to not get captured again?" They all nodded, he replied "The Cell Blocks are down that hall to the left. Head there and if you can, get the cells open and help everyone else. And if you happen to see Toga, let her know we'll be there soon. Once we're done, Prowler and I will meet up with you guys there and lead you all out of this place. Okay?"

Once all five gave an "Okay" he took off running down the hall...

...not noticing the conflicted look on Miko's face.

However, her friends did notice. "You thinking we should go help our web-slinging friend," Kenji asked.

She shook her head. "No. He's right when he says we should try and get everyone else out of there cells. It's just..."

"You feel like you owe him for saving you from getting cut open by those sicko doctors," Chikako stated, her voice still a bit raspy.

She nodded solemnly. "He's the first person to actually care about us in so long. I'd really, really hate to see him die."

The other four looked at each other, before they all nodded in agreement and Danji said "Then go after him."

She went to protest, but Meitaru cut in and added "Sis, we got this. The four of us can handle getting everyone else out of their cells and dealing with any remaining guards. Besides, I'm sure Spider-Man and Prowler will appreciate the backup."

Realizing they were right, she nodded and smiled before holding her fist out. "Freaks for life?"

They all put their fists together in a circle and cried "FREAKS FOR LIFE!"

With that declaration they all took off; Meitaru, Kenji, Chikako and Danji running towards the cell blocks while Miko headed off after Spider-Man.

-With Spider-Man-

"I'm all for naming your attacks, but do you really think it's a good idea to call out their names before you use them," DECA asked as Spider-Man ran down the hall towards Training Area A. "Just saying, all it takes is word to get out among the villains, one particularly smart villain to hear it-"

"-and come up with counters to said attacks, or figure out my attack patterns," Spider-Man finished. "I see your point. No more calling out my attacks."

"Yeah, I never got the appeal of that. Why do Pro Heroes do that?"

"Probably for marketing and to make themselves look cool for the people. The Hero Rankings are pretty much a popularity contest. So they gotta make themselves look as badass as possible."

"Well it just makes them look like a bunch of weeaboos who think they're in a Shonen anime," she snarked.

He couldn't help but chuckle at that. "Yeah. No arguments there."

As he turned the next corner he saw the door to the training area. "Alright. DECA, what can you-"

He never got to finish as his Spider-Sense went ballistic, leading him to leaping up and clinging to the ceiling.

And not a moment to soon as the doors were suddenly torn off of their hinges and blasted away, both of the soaring down the hallway before embedding themselves into the far wall. He could just imagine how badly those doors would've left him if he'd been standing there.

Letting himself fall to the floor, Spider-Man looked at the doors. "Geez, what the hell did I mi-"

"SUCK LASER YOU OVERGROWN ALLEY-CAT!"

The familiar sound of Prowler's wrist blaster being fired was heard from within Training Area A, along with the same inhuman roaring he'd heard over the comms. So he immediately ran inside-

-just in time to see Prowler get thrown against a wall, hitting her left arm and hearing a sickening CRACK!

Without hesitation he rushed to her side, noticing her arm was at a very odd angle. "Ouch. Yeah that arm is definitely broken."

She glared at him. "Thanks, Captain Obvious. Your services are unnecessary, but appreciated." She tried to get back up but winced and cried out in pain. "Sonuvabitch."

Spider-Man shook his head (and getting an odd feeling of deja vu, despite having never broken an arm before) "Look, you're in no condition to fight with that arm. Let's get you out of-" He paused as he heard a loud growling from the other side of the room. "-here."

The source of the growl became obvious once he looked over.

Aizawa's rapid mutation had seemed to slow down, if not stop altogether.

And boy, was the final result terrifying.

Aizawa had grown significantly, now standing at a staggering 8 foot compared to his previous 6 foot. He had put on a considerable amount of muscle, not looking like a bodybuilder but still looking like he could lift up a car. His whole body was covered in dark purple fur with some parts so dark they bordered on black. His tail was long and covered in the same purple fur as the rest of his body.

And then there was his head, which now resembled a fearsome panther's. His almost entirely black eyes, save for the silver irises and slit pupils, glared at him with hatred and malice that Spider-Man never thought a human could ever have. [2]

Looking right at Spider-Man, he roared out (simultaneously revealing his large, dagger-length teeth and giving a small blast of his red gas) "DAMN VIGILANTES! YOU COULDN'T JUST LEAVE WELL ENOUGH ALONE! NOW LOOK AT ME! BECAUSE OF YOU TWO, I'M A MONSTER!"

Glaring back at him and steeling his courage, Spider-Man yelled back "You were always a monster, Ass-zawa! Now it's just that the UGLY is also on the OUTSIDE!"

"GRRRRR!" He slashed his claws against the ground, carving deep trenches through the metal panels. "I'M GOING TO ENJOY TEARING YOU APART, INSECT!"

Smirking behind his mask, Spider-Man replied "One, spiders are arachnids, dumbass. Two, we'll see about that."

Prowler, having managed to get to her feet, asked "You think you can take this guy on your own?"

Without turning around he replied "One way to find out. Head to the cell blocks. If you see a bunch of 12-13 year-olds with animal mutant Quirks, they're Miko and her friends. Help them."

She looked like she wanted to argue, but decided against it. "Just be careful. He's a lot more dangerous than he looks."

As she walked away, he replied "So am I."

Settling into a combat stance, Spider-Man glared right up at the monster cat Aizawa and mockingly said "Okay, Catnap-"

He jumped up as Aizawa angrily lunged at him, soaring high above him before shooting out a web-line, nailing the feline monster on the forehead, before yanking himself forward with his right foot forward.

"-LET'S DANCE!"

To Be Continued...

[1]: Yeah, Doctor Garaki in this universe is my version of Doctor Octopus. Or at least, he will be. He's not quite there JUST yet. Trust Me. ;)

[2]: And thus Aizawa's transformation is complete, becoming the new villain: Catnap! I tried to keep it as close to the Poppy Playtime version as I could, but obviously I couldn't have Aizawa turn into a giant killer cat plushy. Also, the Violet Indonesian Panther is completely made up. Obviously.

I'm so glad I managed to get this done before November 1st. What better time for Body Horror and horrifying monsters than the month of October? Halloween's right around the corner, and as you can tell from Aizawa's horrifying (yet probably still PG/PG13 rated) transformation, I am definitely in the spirit of things. I think Halloween is better than Christmas, sue me!

And I have to admit, this chapter is a bit shorter than my usual ones, primarily because I originally planned to have this not only be Aizawa's transformation, but also have Izuku fighting against Garaki and have to let him escape to go save Prowler. That got cut because I want their eventual meeting and clash to happen later in the story. Plus with everything I plan to do with Aizawa-Catnap and the rest of the prison break, I figured it would be better to cut the original chapter in half. But for now, you get Aizawa getting his shit wrecked by Prowler, his horrifying transformation and the promise of Spider-Man giving him an even better beatdown. I hope to make it as awesome as possible.

Until next time, EXCELSIOR!