Nobody could say a word as they took in the sheer magnitude of the hurdle before them. One could hear a pin drop as the only sound was the Hulk's breathing. Then he stomped his foot, creating a tremor in the arena ground and causing the wall behind him to collapse. Immediately, a trio of brightly costumed henchmen leapt through and assembled behind the jade giant before he bellowed at the top of his lungs.

"The terrorists have appeared and are sweeping the area. Hero candidates at the scene should continue their rescue efforts while also suppressing the newly-arrived villains."

"It's the Hulk!!!" An Xavier student recoiled in fear at the sight of the former top Pro.

"Are we supposed to fight him!?" Another panicked.


"What the hell's Bruce doing out there!?" The She-Hulk stared in disbelief as her cousin's presence was revealed to the examinees. "I can't believe he didn't tell me he was coming out of retirement!!"

"How are the students reacting?" Murdock asked his more rational colleague.

"As one might expect," Ororo replied. "His presence certainly makes things complicated."

"True. But in order to protect citizens in need, heroes must be able to multitask," said the blind hero. "They can't just rescue. They have to adapt. They have to fight."


Agent Woo watched the new developments unfolding from his observation room. A pair of HPSC members stood at either side.

"How did you get Dr. Banner to agree to this?" Asked the man to his right. "I was under the impression that he wanted to stay out of the limelight."

"After the League of Villains attacked Damage Control, the good doctor wanted to make it up to the kids involved by helping to personally foster their growth," Woo explained. "Plus I imagine the sudden retirement of his old friend Stark was a factor in his decision."

"That makes sense, I guess," the agent to Woo's left, a woman, concurred. "With Iron Man gone, there'll be a lot of villains looking to capitalize on his absence. Having someone as powerful as the Hulk back in action would make for an excellent deterrent."

"Bruce Banner; The Incredible Hulk," Woo said, watching the hero in question down below. "His Quirk is called Rage; the angrier he gets, the stronger he gets. Regarded as the Most Powerful Hero in the World, he was once ranked fifth on the National Hero Board."

"He's also first on the list of heroes who look like they could be villains..." The male agent put in.

"I'll bet he doesn't like that," the female agent chuckled, before something caught her eye. "Wait, what's he wearing? Are those bracers-?"

"On his wrists and ankles, yes," Woo nodded, turning to his associates. "Considering his immense strength, we had to give the kids a handicap. Each one of those is super condensed, weighing 200 lbs each."

So heavy!! The agents thought.

"But honestly," Woo turned back to watch through the window. "I doubt it makes very much of a difference to him... How will these aspiring heroes handle such an insurmountable obstacle? Will they fight the monster, or focus on rescue?"


"Alright, boys!!" One of the henchmen exclaimed, "Let's get to work!!!" He then brandished a very familiar looking crowbar, which began to glow a slight purple.

One by one, the others activated their Quirks. The man in red and white clapped his hands together, and they suddenly became enlarged to nearly the size of his chest. The man in green and yellow brought out a flail and chain, spinning it very fast as if prepared to use it at a moment's notice. The flail itself grew to the size of a wrecking ball.

"So... Just to sum up..." A shocked Bobby finally spoke up, "We're supposed to rescue as many people as possible, do it safely, and somehow take on the freaking HULK!?!?"

"And his goons, apparently," an equally horrified Liz put in. "I thought Dr. Banner was retired from hero work!! Where'd he suddenly get a bunch of sidekicks!?"

"They're definitely expecting a lot from us," Peter noted grimly. "Even for a pro, this would be difficult..." It was then that he noticed the crowbar in the lead henchman's left hand.

"Wait a second..." His eyes squinted as he focused on the weapon, "I know those guys!! One's missing, but they're the Wrecking Crew!!!"

"Who?" Asked Bobby.

"They're a hero team," Peter replied quickly. "All of them have some form of enhanced strength and durability. They held off the League of Villains when they attacked our camp, so trust me when I say they're tough."

"Great, so it's not just one Pro but four of them we've gotta fight?" Liz clenched her fists nervously.

Suddenly, a stream of fire prevented the Hulk from advancing after his henchmen. Roberto Reyes had arrived on the scene, a pair of chains emerging from his back like twin snakes. Along with him was Flash Thompson, keeping a slight distance from his fiery classmate as he prepared his weapons.

Amadeus and Laura were in tow, ready to fight but understandably nervous. Henry Pym and Francis Barton had showed up too, the former shrinking down and the latter nocking a pair of arrows onto his bow.

"It looks like we won't have to fight them. At least not yet," Peter said, before turning back to the others. "For now, there's still a ton of civilians who need to be evacuated."

"Right," put in Bobby, gazing over the damaged cityscape. "Let's prioritize rescue, but we'll take on those Wrecking guys if they get too close. You said you've been around them before?"

"Yeah, I've seen how their Quirks work," replied the wall crawler. "If we have to fight, I may have an idea or two on how to counter them."

"Then it's settled," Firestar nodded, as an orange aura began to cover her body. "We've been given precious time by our classmates. Let's not waste even a second of it!"

"Sounds good! Let's get going!" Iceman's skin turned translucent blue as he activated his Quirk.

"Right!" Spider-Man pulled on his mask and the trio leapt into action.


"Puny heroes!!" Hulk growled at his new challengers. "You come to face Hulk!?"

The green powerhouse stomped the ground, creating more tremors that shook the entire stadium.

"Oh boy, he's speaking in the third person," Brawn cringed. "This is gonna get ugly."

"We don't mind a little ugly," Flash said ominously. As he drew his pistols, the bulk of his muscles began to visibly increase in size. Without warning, he charged toward the Hulk, as if he was a mere obstacle in his way.

"Flash wait! We need a plan!!" Brawn tried to grab his classmate and hold him back, but it was to no avail. The black clad Thompson went on the offensive, rushing forward and shooting several rounds at the jade giant.

The bullets bounced harmlessly off his chest, however, they did little to irritate the Hulk. He simply brushed his chest as if shooing a fly off and prepared to meet the forward rush of Thompson with charge of his own.

"Ugh, damn it..." Francis Barton groaned, releasing his arrows. They flew past Thompson and hit the Hulk's legs, unleashing a purple sludge that began to restrict his movement.

"My Putty Arrows should slow him down a bit," he said confidently.

Unfortunately as the substance continued to harden, Hulk just broke out of it and continued to run toward Flash.

"Or not..." Barton deadpanned.

Flash grinned darkly as the black ooze of the symbiote covered his head, leaving only white, triangular shapes for eyes. From his shoulders, the mounted missile launchers emerged and shot their payload at the jade giant. They made solid impacts, and kicked up a lot of dust. For a moment, nobody could tell what was happening.

Suddenly, the Hulk leapt through the dust cloud and attempted to slam both of his fists onto Thompson's body. However, the young Brawn had also charged in front of his classmate, catching his Uncle's arms. The impact made the ground beneath his feet crack as he absorbed the blow.

"We had him..." Flash growled irritably, as he reloaded his pistols and moved to get another angle of attack.

Meanwhile, Roberto moved in, flaming chains at the ready. "Judgement Strike!!!" He called out his new move, and the chains began to lash out on their own, striking randomly at parts of the Hulk's body. The jade giant grunted with each impact, but they seemed to have no lasting effect.

"Kinney!!" Amadeus called, as Laura popped her bone claws with a snarl. She tried to slash at the Hulk from more exposed positions; legs, abdomen, even his back. But they would barely cut his skin, healing almost immediately afterwards.

Flash continued to fire his rounds, switching to heavier caliber. But while they momentarily made his enemy duck his head, the shots appeared to have no more effect than his previous ones, infuriating the teen to no end.

"Uncle Banner!" Cho pleaded, struggling to keep the powerful arms aloft. "You need to stop, you're gonna wreck this place!!"

"No Banner, only HULK!!!" The Hulk yanked Cho upwards by suddenly reversing the direction of his arms. Grabbing the boy, he twisted around and used Cho's body to knock the other students away before releasing his grip.

The young Brawn went flying, but he quickly righted himself and landed on all fours. Wiping a bit of blood from the corner of his mouth, he gave a mighty roar and moved back on the attack.

Roberto dizzily sat up from his sprawled position, taking in the chaos before him. Think! What can I use against that guy?? Suddenly, an idea came, but it was very risky.

"Hey, M.A!" A voice called, as Franklin Richards landed beside the hispanic teen, helping him to his feet. "What the heck did I miss??"

"The Hulk's here," Reyes summed up. "None of our moves are working, so everyone's panicking."

"The Hulk?? Yikes..." Franklin cringed, as he watched as hero in question swiping at Flash and Laura. "Do you have a plan? You looked deep in thought a second ago."

"My mentor, Johnny Blaze, fought the Hulk once when a villain took over his mind," said Roberto. "He used Hellfire to break the mental hold and it made Hulk go back to his human form."

"Sounds promising," the FF student pondered. "But I'm guessing there's a catch since you haven't done it yet?"

"I'm not skilled with that move," Reyes explained. "He was taught me how to use it, but building up and controling that amount of power isn't easy. I need time to build it up, and once released I can barely control my flames. The best I can do is a straight shot at a close range. Not so easy when he's leaping around like that."

"I see..." Franklin thought for a moment. "In that case, while Hulk's distracted by your friends, use the time you have to charge up. When you're ready, give the word, and I'll use my Quirk to hold him."

The fire user looked at Franklin skeptically, "You barely know me, yet you'd trust me enough to offer help. Por qué?"

Franklin shrugged, "I mean, we're all on the same side, right? Even if we're from different schools, we both want the same thing: to pass and get our licenses!"

Sensing no malice in his tone, Roberto nodded in agreement. "Alright, just give me a second. But step back, it's gonna get hot..."

Meanwhile, Francis Barton was doing his best to maintain his distance and shoot at the Hulk using his trick arrows. But they were having little, if any effect, and he was running low on ammunition. Not to mention having to constantly run from the jade giant leaping toward him was extremely exhausting.

"Barton!" Henry Pym flew over to his teammate, his tiny body buzzed in the air beside him. "You ok?"

"I'm running out of arrows, breath, and ideas," Francis panted, hands on his knees as he sucked in air. "You got any?"

The two watched as Hulk engaged against Flash again.

"If I can get in his ear, maybe I can zap the inside of his head and short circuit his brain," Pym offered. "He may be tough on the outside, but inside he's just as soft as any of us!"

"Alright, let's give it a shot," Barton replied, pulling an arrow and nocking it.

"Heh, bet you've been waiting all day to say that," grinned Hornet, who hovered down onto the arrowhead, gripping it tightly. "Ready!!"

"Here goes!" Barton pulled back the drawstring, "This Scatter Arrow should give you enough cover once you're close enough. Good luck!"

He released the arrow, with it whistling through the air as it sailed toward the Hulk. Bits of the arrowhead began to break apart and hit his body like buckshot. Pym released his section of arrowhead before impact and flew into Hulk's right ear.

Immediately, the jade giant could tell something was wrong and immediately began to shake his head in irritation. He clapped his hand against his ear, wincing slightly.

"Now!! Hit him with all you've got!!" Called Francis, shooting an exploding arrow at Hulk's midsection.

Taking his cue, Laura popped her claws once more, this time including a single one that emerged from both feet. Using a combination of gymnastics and capoeira, she hacked and slashed at her enemy. And while it was still having little effect, Laura was able to keep up her assault while Hulk was preoccupied with the student in his ear. Unable to focus his healing, the cuts began to appear more prominently around his body.

Cho, using his brute strength, had brought his hands together and was landing heavy blows upon his Uncle.

Flash, from his position, launched more shoulder rockets at the Hulk, hoping one of them would hit him where he was vulnerable.

Hulk leapt away from the attacks, landing a short distance away. Shaking and smacking the side of his head, he felt something dislodge itself from his skin. A moment later, the tiny form of Henry Pym fell to the ground unconscious.

"Rrrrrrggggghhhhh..." Hulk groaned, twisting his pinky inside his ear.

A volley of bullets hit his face, and he turned to see Flash advancing with pistols blasting and his shoulder rockets launching. Hulk, still a bit disoriented from the attempted attack inside his head, brought his arm up and ducked his head to avoid the attack.

Laura continued her own assault, slipping and weaving around the giant green for before her and slashing at any open she could find.

Cho decided to go with a more ranged attack, throwing chunks of brick and cement at the enemy. He knew that while it wouldn't hurt his Uncle, it would at the very least keep him busy.

"Everyone!!! Get clear!!" Roberto yelled, getting their attention.

Laura immediately moved out of the way, but Flash was less than willing.

"Don't tell us what to do!!!" He roared back, before noticing the change in his classmate. Reyes had fully transformed into his Ghost Rider form, and there was a visible buildup of fire surrounding him. Even from a distance, Flash could feel the heat. Parts of his black outfit began to bubble and sizzle.

Fire... Pain... Move!!

Needing no further encouragement from the voice in his head, Thompson used his enhanced strength to leap away. Hulk glanced up from his position, seeing the skull headed teen preparing something. But as he tried to move in, his body suddenly locked up against his will.

Up on the ridge, Franklin Richards had appeared. His eyes were glowing a bluish white and his hands out before him. He was pulling back his arms as if to expose himself. Shockingly, the Hulk's body was mirroring the activity. He tried to struggle and push back, but that just made Richards use more power until his arms body was completely unguarded.

"Now, Reyes!!!" He exclaimed, straining to hold his captive in place.

The Ghost Rider charged forward, hands behind him as he built up power. Once he was within range, he thrust his hands forward as the flames gathered and condensed in front of him.

"HELLFIRE!!!"

The fire burst forward, almost like a beam focused on its target. Hulk saw the incoming attack and strained harder against his unseen restraints. Veins became visible and the ground cracked under his feet as he tried to move.

"Birthday candle?" His eyes glowed bright green as he put forth another big effort, "Hulk make wish!!!"

With one more effort, he brought his hands together for a Thunderclap, one more powerful than Amadeus had ever accomplished. Breaking free of Franklin's telekinetic hold, the flames were blown back to sender, knocking the stunned Reyes backwards and away from the fight.

Similarly, having his telekinesis broken by the Hulk's sheer willpower had delivered serious blowback to Franklin Richards. His nose started to bleed, and he buckled over, panting heavily before losing consciousness.

Francis Barton, seizing upon an opportunity to rescue his shrunken teammate, had shot another arrow by Hulk before rushing in. It was letting out a sonic soundwave that briefly disoriented the jade giant. However, the Hulk wasn't the only one affected by the noise.

An inhuman shriek came from Flash Thompson. Black tendrils wriggled and shot out from his body, striking at everything in sight. Most horrifying though, the visage of another face had materialized, as if his Quirk was somehow alive and trying to escape. It was black, with jagged white eyes and wide mouth. This was what was making the sound; loud, filled with pain and rage.

Barton, who'd moved in to rescue Pym, watched in horror, unable to comprehend what was happening. Amadeus, who just rejoined the battle, was similarly horrified. Even the Hulk, though his ears were ringing, couldn't help but stare at the developments.

Noise... Hurt... Kill!!!

Seeing the arrow and understanding its relevance, Flash picked up a piece of rubble and hurtled it at the tech. One impact later, the sonic frequency had stopped. He then focused on the young archer instead, bringing his arm up for a backhanded strike.

It was Amadeus who came to his senses first, leaping in to grab his classmate's arm. "Flash!!" He exclaimed, "What're you doing!?"

Flash's white eyes narrowed, and he grabbed Cho by the wrist with his other hand. Swinging hard, he hurtled the teen out of the way. But it was enough time for Francis to grab Henry and run off.

"Leave us!!! He's ours!!!!" Flash yelled at the other students hanging back. Laura, Franklin, and Barton in particular, were wide eyed and unresponsive.

"Not smart," the Hulk said, shaking his head with disappointment. "Hulk wanted challenge, not some puny kid scaring his own team away."

The bottom of Flash's left eye twitched dangerously, as he turned to face his new target. "Now you made us angry..." He growled, as his body appeared to grow even larger and bulkier. The edges of his white eyes became jagged and they narrowed as if squinting. "You won't like us when we're angry..."


"Got another one over here!" Liz pointed down from the air. She was acting as a spotter for Bobby and Peter as they searched the wreckage for survivors.

Bobby jogged over, "Are you alright ma'am? Do you feel any pain anywhere?"

An elderly looking woman with a slight bit of fake blood on her scalp tried to sit up, "I feel a little dizzy..."

She's probably concussed, the Iceman thought. "Alright, I'm going to check your head to make sure nothing's broken. Please sit still and I'll have you out of this mess in no time."

"Thank you sonny," she replied gratefully. Good, an elderly body is more prone to broken limbs. Taking the time to look me over before moving me was the right call.

The woman nodded tiredly, looking a bit dizzy. "Where's Peter?" Bobby asked his classmate, "We're gonna need help to bring her to the tent."

"Ask and ye shall receive!!" Said the web-slinger, landing beside him after dropping off his latest rescue. "What do we have?"

"Woman with possible head trauma," Bobby replied briskly. "I'm not finding any broken bones, but we shouldn't take any chances. Can you make us a stretcher?"

"Just a second," Peter grabbed a couple of broken pipes, laying them side by side. "By the way, I saw Wrecking Crew on my way over. Looks like they're tangled up with Azari and some of the others, so we should be good for now."

Adjusting his web shooter, he sprayed between the pipes until a makeshift surface connected them. For the last touch, he ripped a drape off a destroyed windowsill, covering the webbing with it.

"What's that for?" Bobby asked, watching the teen work.

"Keeps the web from sticking to the person we're carrying," Peter replied. "Alright, let's lay it down. Nice and-"

"Look out!!!" Liz screamed, zooming to the ground. The boys looked up to see a green blur flying overhead, crashing through one of the city buildings and skidding to a halt once it hit the ground.

Peter's eyes widened as he recognized his classmate in the rubble. "Liz! Take over here!!" He ordered before leaping away to investigate.

Amadeus Cho lay sprawled out and groaning, reverting back to his regular form.

"Cho??" Peter landed and began go check him over. His lenses went up into his mask as he examined his classmate with his own eyes. "What happened?"

"Uncle Bruce happened," Amadeus coughed, wincing as he clutched what was likely bruised ribs. "He took everything we had and it didn't phase him."

"And then he threw you all the way over here?" Peter couldn't believe the teen's Uncle would treat him so harshly, even if this was a test.

"Actually... Flash did that," replied a hesitant Cho. "He wanted to fight alone and he almost attacked some of the others who got in his way."

Peter froze, "He what!?"

"Listen, something's happening to him, he's changing," the Asian teen replied, grabbing his classmate's arm. "That black goo's completely covering him, and he's speaking weird just like earlier! I think he's losing control of his Quirk!"


Disappointing... Bruce Banner's voice echoed within the mind of the Hulk. This kid's so worked up he's willing to attack his own teammates just to get a piece of you. It's like he doesn't even care about anything except violence. Sounds kinda familiar, doesn't it?

That was the old Hulk, the Hulk's voice replied, annoyance in his tone. He's strong, but no way he'll pass if he keeps this up.

Agreed, Banner said. It can be a learning experience for him, but if this isn't handled delicately, it'll affect his potential growth even further.

Only one way he'll learn, Hulk snorted. And it's not by being 'delicate'.

So what do you wanna do, big guy? Asked Bruce, with a hint of amusement.

What else? Hulk grinned as he focused on the black mass of muscle charging toward him once more.

"HUUUUULLLLLLK... SMASH!!!"

Bringing his fists down hard, the impact created tremors and split the ground. Flash stumbled, tripping forward over a dislodged bit of pavement before he continued on.

Hulk took that opportunity to take aim. Spotting a piece of rubble, he kicked it as hard as he could. The concrete exploded into tiny pieces, hurtling towards Flash like rounds of buckshot.

The rocks impacted his black body one by one, forcing him to cover his head and chest with his arms. Yet still, Flash had a one track mind at this point, being driven to fight by a mix of adrenaline and ambition.

Too reckless, Hulk thought as he baited his foe by preparing another Thunderclap.

Thompson leapt into the air, as if to dodge the incoming shockwave. He then shot a black tendril at the jade giant. It stuck to his shoulder and Flash used it to reel himself in, his other fist raised to throw a punch.

Too obvious, Hulk thought as he grabbed the tendril with his free hand, and pulled him down even faster than the teen was prepared for. When the timing was right, Hulk delivered a powerful punch to the stomach.

The force of the blow sent Thompson flying through air and crashed into a house. With its structure already weakened by the earthquakes Hulk created, the flimsy building collapsed on top of the teen, trapping him beneath a small mountain of rubble.

"Too angry to fight smart," Hulk grunted. "Work on that." He then noticed the remaining students hanging back and began to lumber toward them. "Hulk not forget about you either!" He warned, as his pace quickened.

Suddenly, a webline shot out and took hold of Hulk's ankle from behind. When it went taunt, the jade giant tumbled forward and with an incredulous expression, fell to the ground face first.

"Ooooh, nice form but a bit rough on the landing!" Called a voice, "Think he'll have to settle for the bronze, folks!!"

Spider-Man had arrived, swinging into action as the Hulk looked up from his position, an angry scowl on his face.

"Who did that??" He asked, looking around until he caught sight of the web slinger perched atop a streetlight.

"Hey there, jolly green!" Spider-Man waved at the Hulk, "Did you have a nice trip? Wasn't expecting you back until fall!"

The Hulk inspected the webbing on his leg, seeing how it was connected to a nearby truck and putting the pieces together. He glared up at his new opponent, who was shrugging sheepishly.

"Yeah, I needed a bit of extra anchoring to pull that off," Spider-Man said. "I mean, the web's strong enough, but I didnt think I would be, y'know? I mean, no offense, but you've probably put on a few pounds since retiring."

Hulk didn't take kindly to the veiled mockery. So he picked up a chunk of destroyed road, and hurtled it at the newcomer.

"Come on! You didn't let me introduce myself!" Peter leapt away as the pavement took out the globe and lamp base. "I'm Spider-Man, or 'Spidey' if that's easier. And while I'm admittedly pants-dumpingly terrified at the idea of fighting you, I'm a BIG fan-Whoa!!!"

He ducked back Matrix-style to avoid a car thrown his way, narrowly avoiding a tire rolling over his chest. It landed against the curb with a crash, taking out a fire hydrant in the process.

"Hey!! You can't park there, that's the fire lane!!!" Peter scolded, shaking his fist at the green rage monster.

"You really come to face Hulk??" He asked skeptically.

"Well actually, I came to yell at my classmate," Spidey replied. "I heard he's been a problem for the other test takers. But you were probably knocking him around already, right? Black armor, really full of himself? And he's got some anger issues almost as bad as yours!"

"Bug-Man talk too much!" Hulk growled, lumbering toward the hero student.

"I've been getting that a lot lately," Spider-Man replied. "How about I show you something a bit different?"

Thrusting his arm out, he shot a burst of webbing at the side and pulled himself away as Hulk smashed the road with both hands.

Landing on a wall, Spider-Man immediately bounced off and back toward his opponent. The speed managed to catch Hulk off guard as to his surprise.

"Take this! It's my 'Ricochet Punch'!!" He delivered a solid blow to the jaw, landing a short distance away and rolled out into a crouch.

"Honestly I just came up with that, but feel pretty good about it!" Peter quipped, now in a pose ready to either attack or defend based on Hulk's reaction. But nothing happened.

Instead, the Hulk rubbed his jaw, a look of consideration on his face as if sampling a glass of wine. Then, his eyes began to narrow, and a smirk grew on his face. Peter didn't need his Spider Sense to know he'd messed up.

Hulk cracked his knuckles, focusing on the comparatively small teen before him. "Good, you're strong," he said. "Now Hulk doesn't have to hold back!!!"

"Oh crap..." Peter's eyes widened fearfully, "I think I just activated 'hard mode'."

Immediately, Hulk lunged forward, punching where his opponent had stood. Peter managed to avoid it, but there was no time to contemplate as Hulk quickly followed it up with a swipe of his other arm.

He's gotten faster! Peter thought, weaving under the next strike. Guess he really was holding back earlier. But that's fine. I don't have to beat him, just move him away from the civilians.

"Ya missed!!" Spider-Man teased, "For as strong as you are, your aim sure is lousy!"

Hulk grit his teeth, "Hulk thought Bug Man was here to fight!!"

"If you wanna fight, you've gotta catch me first!" He called back, leaping and shooting a webline to pull himself away. Hulk didn't hesitate. Crouching down, he launched after the web slinger, leaving a small crater behind.

"That's right, follow the bouncing Spidey..." Peter muttered to himself, using a pillar to change direction with another shot of webbing. Hulk crashed into the pillar, knocking it over upon landing. Turning, he continued an increasingly dogged pursuit of the web slinger.

Peter's mind raced and his Spider Sense screamed as he struggled to maintain his pace. But he knew he wouldn't have long before Hulk caught up.

While he'd had managed to land a punch, Spider-Man's efforts had little effect aside from pissing off his opponent. Now it was taking everything he had to avoid his overwhelmingly more powerful foe.

Alas, it would be for nothing, as the jade giant overtook him. With a swipe of his giant hand, he grabbed the web slinger before landing hard on the ground.

"Stop running and fight!!" Hulk yelled in his face.

"Whoa, dude!!" Spider-man waved a hand in front of his nose. "Two words: breath mints!" Taking advantage of the brief respite, he shot webs into Hulk's unprotected eyes.

Hulk roared with anger, dropping the young teen to bring his hands up to his eyes. Rubbing and pulling at the web, he finally yanked it free though his eyes were red and watery with irritation. But as he lowered his green hands, Hulk could just make out through blurred vision that his attacker was gone.

"I call that one, 'Spidey's Disappearing Act'!!" Peter's voice called, "And for my next trick..."

Spider-Man leapt in from behind the Hulk, pulling his head down and delivering a double kick to his green stomach. He leapt away as Hulk swiped the air to try and grab him.

Ricocheting off another structure, Spidey delivered another attack, "Boot to the head!!" This time his kick made Hulk budge, but still didn't inflict real pain.

"Double-!!" His next strike was cut off as Hulk thrust his hand out to the side, grabbing the Spider-Man in mid air.

"Hulk can't see, but Hulk still hear you!!!" He roared, and he threw the teen into a wall. Peter slowly fell to the ground, flopping in place like a rag doll.

"Owwww..." Peter groaned, turning over onto his back as he struggled to catch his breath. "That one hurt."

A shadow began to cover his body, and Spider-Man slowly looked up to see the Incredible Hulk looming over him. But instead of anger, he had a light smile on his emerald face.

"Hulk like Bug-Man," Hulk said. "Bug man smash good."

Peter couldn't help but chuckle tiredly, "Coming from the master, that means a lot."

"But Bug-Man not strong enough," Hulk frowned. "Hulk is strongest there is! Bug-man just like the other kid, stupid enough to fight Hulk alone!!" He brought his fists up as he prepared to deliver his signature 'Smash'.

"Who says I'm fighting alone?" Asked Peter, a slight bit of breath was now visible in the air. "Say, is it getting a bit cold in here?"

Hulk noticed this too and looked around for the first time. The combatants were surrounded by a prison of ice, having been created while they fought and Hulk was distracted. From outside the walls, Iceman lowered his arms tiredly, his skin going back to normal as he stopped using his Quirk.

"Alright... That's all I've got," he panted, before turning around and running away. "The rest is up to you guys."

"Comin' through!" Spider-Man shot his webs between Hulks legs, hitting the ice wall. He pulled himself through, away from his opponent's grasp as Hulk lunged to catch him. Turning around, he grabbed a pair of canisters off his belt and threw them at Hulk's feet.

With a beep, a huge amount of web fluid burst forth and covered the green man's lower half. Hulk was surprised by the strength of the adhesive as attempted to pull his legs free.

"Think I'm gonna bounce, but feel free to stick around!" Peter called, as he shot another pair of web-lines. Not wanting to risk slipping on the ice, he slingshot himself free and passed by his other teammate.

"Liz, NOW!!!"

Firestar had been charging her Quirk for the past minute, her hands were raised above her head, focusing her power in one spot as she waited for the time to release it. And that time was now.

"Flame Cannon!!!" She cried, thrusting her hands down. From above her head, a huge ball of fire shot down into the icey fortress.

Around the Hulk, the ice evaporated into superheated steam. He yelled out in surprise, realizing he'd fallen into a well planned trap. The flames vanished, and without warning, a blinding flash of light enveloped the enclosed prison.

A moment before it happened, Hulk stopped struggling and grinned, "Heh, not bad."

KA-BOOM!!!!!


The explosion was heard around the entire arena, as examinees, staff, and CIDS actors paused to take in what just happened. The officials watching that particular match, including Agent Woo, stood bug eyed as they watched the Incredible Hulk, the strongest creature on the planet, launch into the air like a rocket.

Over with Francis Barton, he'd managed to wake up Henry and the teen had grew back to normal size. The archer helped his friend limp off the battlefield and watched They saw two of the Xavier students following far enough behind to go unnoticed by the Hulk. And when the jade giant was suitably distracted by the red and blue clad M.A student, they seized the opportunity.

One iceberg prison and fireblast later, the duo stared in shock as they watched the explosion and the green figure streaking over the arena, landing somewhere far away with loud a crash!

"What the hell just happened!?" Asked Francis, turning to his more book-smart teammate.

Henry quickly surmised the situation, "The air inside the ice had been thoroughly cooled down, and then rapidly expanded when heated up."

"Wait, that's what caused the explosion??" Francis stared as the trio made their way back, landing in front of the archer. Surprisingly, the ice quirk user was being carried piggyback by the M.A student.

"Are you guys alright?" Bobby slid off Peter's back as Liz touched down beside them.

"We should be asking you that," Henry replied. "You look a bit pale. Well, pale for you I'm guessing."

"Yeah, I just overused my Quirk," said Bobby. Indeed his skin was cool to the touch, and he hadn't transformed either. There were even bits of ice along his arms and fingers.

"He needs to warm up or he runs the risk of frostbite," Liz explained. "But as long as I'm nearby, that won't be an issue." The blonde was emitting a low pulsewave of heat, and Bobby began to visibly relax. The shards of ice on his arm even began to melt off.

"Thanks Liz," the Iceman breathed with relief.

"You're lucky I can manage this much," she replied. "After that last attack I'm almost completely burned out."

"No pun intended, I'm sure," Peter quipped with a grin.

"Those were some crazy fireworks you guys set off," Pym noted. "You don't think it was a bit much, do you?"

"No way. We couldn't afford to hold back," replied the web slinger firmly. "Not against the Hulk."

"It's true we came up with the plan on the fly, but we made sure to do it away from the rescue efforts," added Liz.

Just then, a loud buzzer went off and Agent Woo's voice echoed around the arena.

"Time's Up!!"

"Huh?" The small group looked around, as if in all the madness, they'd completely forgotten this was a test.

"Um, yeah, so, at this time, all of the CIDS members who were deployed have been rescued from the disaster zone," said Agent Woo. "It may seem anticlimactic, but with this, the provisional licensing exam has officially been completed."

"Just in time too," Peter sighed. "I doubt that trick would work on the Hulk a second time. Someone like Flash, maybe... Wait, where is Flash?"

"You mean the guy covered in black?" Barton scoffed, thumbing over his shoulder toward a wrecked house. "We left him where he landed."

"Wait, he's buried under all that??" Peter gaped, first looking at the house, then back to Francis.

"No offense, but your friend's a real piece of work," replied the archer. "He almost went after me during the fight, while I was trying to rescue my own teammate! So forgive me if I was in no hurry to help him out."

Peter sighed, it seemed Amadeus wasn't the only one Flash turned on. Come on, Eugene, he thought. A lot if these guys hate us already. Don't make it easier for them!

Arriving at the demolished structure, the teen quickly noticed he wasn't alone. Laura and Amadeus were already there, shifting bits of rubble aside. They looked up briefly to acknowledge Peter, who nodded and they wordlessly began to work together. Just then, he felt his Spider Sense go off.

"Guy?" He warned, "I think we should step back..."

Having known their classmate long enough to trust his instincts, Cho and Kinney immediately backed away. A moment later, the rubble began to tremble and shake. Suddenly, a figure broke through the top, black hands scattered debris everywhere.

Standing at the epicenter was a muscular figure covered in a black costume. His fists were clenched, and he was visibly shaking.

"Flash, you're okay!!" Peter said with relief. "Good. I was worried you might've hit your head or something."

"No... Not again..." Flash said in a hushed tone.

Peter stepped forward, reaching a hand in to pull him out, "Come on, the test's over."

"We won't lose..."

"Flash?" Peter stopped, not sure if he heard him.

He lashed out suddenly, his movement was so quick and unexpected that Peter's Spider Sense didn't register the threat as he was struck.

The students below gasped as they saw a large, muscular black arm wrap its hand around Peter's throat. He struggled and grabbed at the hand as it squeezed tightly, bringing him closer to its face.

The white eyes were jagged and furious, and its face split open reveal a wide mouth with rows of marble white teeth.

"We won't lose to a weakling like you!!!!"

Flash whirled around and threw Peter as hard as he could. The web slinger went flying, slamming back first into a building wall.

"Peter!!" Liz and Bobby yelled, running toward him before something cut them off. The black figure had burst out from the rubble, landing in front of them and blocking their path.

It roared at the top of its lungs, a clear warning at the two to stay back. A long tongue jutted out of its mouth and whipped around wildly. Tendrils wriggled around its large, muscular body, stretching out and bulking it up further. The monster now resembled a smaller version of the Hulk, but covered in shiny layer of black goo. Adding to the frightening ensemble were sharp claws for fingertips and white veins etched across its body.

Turning back around, the monster leapt forward, leaving cracks behind in the ground. By now, Peter had landed held his head, the pain of impact was fresh along with the loud ringing of his Spider Sense. His eyes widened in fear as the symbiote covered Thompson landed hard on the ground before him.

"No..." Peter breathed worriedly, "Flash?"

"Not anymore..." The voice from the creature was deep and raspy. It gave the teen an unsettling smile.

"We... are Venom!!!"

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Barber's Chair

• So, it finally happened. The build to Flash's Quirk taking over has been present up since chapter 5, and now it finally comes to fruition! Believe me when I tell you this is where things start to really diverge from the MHA plotline.

• With so many hero students involved, I wanted to give a few more of them a spotlight, but it's of course next to impossible with such a large cast of characters. Not without dragging the story further. So I had to pick a few that would ultimately benefit the story without dragging it. While this is primarily a Spider-Man story, there are still others involved in the overall plot. Which is why for Flash's scenes, I wrote him with characters he regularly interacted with.

• The methods used during the rescue operations come from existing treatments and protocols engaged by first responders. I even used a few myself as a volunteer firefighter, having gone through similar training.

• And of course we had to have Spidey take on the Hulk! Obviously I didn't wanna do the the knock-knock method he used on Ricky again, so this time we got a proper fight.

• Lastly, the finisher used against Hulk was a reference to the Deku/Todoroki fight in MHA proper. There's a fire quirk and an ice quirk in play here, so why not use them for something awesome?