An Avenger of Steel

by Lordofslytherin692

My take on a Superman-style character existing in the MCU, starting out as an immature kid who fights crime because it's fun and eventually becoming a great hero and champion of earth.

26. Survival of the Fittest

26 - Survival of the Fittest

Brotherhood of Mutants headquarters, unrecognised Mutant territory of Genosha

Thursday, October 25th, 2012, 2:38 PM (7:38 AM in New York)

She held her hands out in front of her, floating several metal beams through the air. Dukes trudged along by her side, arms wrapped tightly around a secured pile of bricks. Her father's dream for a sanctuary for their people was progressing slowly, yet it was progressing. Once his negotiations with the U.N were complete, he hoped to begin moving mutants to the island by the year's end. The brotherhood were currently working on constructing the necessary buildings for a society whilst her father conducted another video call with the very politicians who sought to wipe them all out. "How many mutants will actually come here, do you think?" Dukes asked as they dropped their respective burdens in a pile. Lorna glanced up, thinking silently before responding.

"I don't honestly know. People are complicated, and even though it's not like the humans would ever admit it,mutants are people. Just because they're in danger doesn't mean they will magically trust my father. I'm sure there will be mutants who will want to stay in their homes, in their communities, at least the ones that are able to blend in. And I think we both know the X-Men will never trust the brotherhood, at least not until we give them a reason to". Dukes nodded thoughtfully, rolling his shoulders back, causing his stomach to jiggle as he turned around. After a moment, he let out a startled yelp, seemingly cowering as he did so. Lorna arched an eyebrow. "What is it now?" she demanded. Hesitantly, the larger mutant raised a single finger, shaking violently as he pointed towards the horizon. Lorna followed his raised hand, gaping when she spotted what had alarmed him. "What the hell are you doing here?!" she shouted angrily. Sentinel slowly floated through the air towards them. The 'hero' raised his hands passively in the air in front of himself, as though attempting to show them he meant no harm. Lorna narrowed her eyes, preparing to drag the flying hero to the ground with her gravitational control.

"First of all, I want to apologise to you both. When I attacked you on muir island, I was not in control of myself. That doesn't matter however. I should have been strong enough to resist the possession, and I wasn't. I hurt you both, and for that, I am sorry". She and Dukes looked at each other for several moments before she turned her attention back to black clad superhero.

"Alright then, what else do you want?" she demanded cooly. A part of her wanted to accept the apology. It seemed genuine. And yet, why had he not sought them out before this, if he truly felt so terribly about what he had done? Had this paragon truly wanted to, he could have effortlessly made his amends before now. Sentinel gazed at them warily for several moments before touching down on the ground a few dozen feet away, hands still in front of him submissively.

"I need to find someone," he began delicately, "someone I believe Magneto may be able to help me find. I'd like to speak with him".

–AoS–

Essex Corp cloning facility, unknown location

"Sir," one of his doubles approached him slowly, "we have had success with the cloning procedure on two of the mutants." Nathaniel Essex lowered his pen, looking up to meet his own eyes as he nodded once.

"Good. Send them out to cause some havoc, would you?" The clone nodded, turning to leave his office. Sinister grinned to himself before going back to his work. En Sabah Nur had seen evolution as a means to an end. A tool of natural selection to be used to ensure mutant dominion. It was he, Essex, who had taken it to its limit, made it an artform. And soon enough, he would have his masterpiece. All he needed were the clones of Summers and Grey.

–AoS–

They led him, manacled and bound, with two brotherhood members on either side, through the halls of what appeared to be a military compound. He knew if need be he could easily escape, but he kept the bindings to keep them at ease. He did not want these people to feel threatened. His best chance to get what he wanted was to work with them, so he would. When Kitty had told him her plan, it had left him uneasy. Tracking down a single mutant without the aid of cerebro was difficult enough, but to actively go looking for one who had dealings with the master of Magnetism seemed almost suicidal. They came to a plain metal door. Magneto's daughter thrust a hand out in front of him before she knocked on the door. A deep voice called from within for them to enter. Polaris opened the door, walking in and gesturing for him to follow her. The rest of his escort did not join them.

If Charles Xavier's office resonated warmth and companionship, then Erik Lensherr's was its equal in austere practicality, yet somehow oozed just as much charm and charisma. The man in question glanced up briefly from his work, narrowing his eyes when he spotted Nate standing before him. Flicking a wrist casually, he removed Nate's metal cuffs, before returning to whatever he had been working on when they arrived. Several moments of silence continued, Magneto dominating the space without the need to say a word. With practised precision of movement, he meticulously placed his pen to one side and leaned back, finally glancing at them both before speaking.

"Why is he still alive?" He spoke softly, addressing his daughter. Despite the tone of his voice, his words seemed to engulf the space around them. Polaris spoke hesitantly. Feeling his nerves skyrocket, Nate prepared to fly through the roof. Briefly, Lensherr's gaze fell on him, freezing him in place.

"He came to apologise to Dukes and I for his previous actions. He also wished to speak with you". Erik Lensherr nodded, tilting his head to one side to regard Nate once more.

"Tell me, why would one of Charles' students - a human at that - so desperately wish to speak with the most dangerous advocate for mutant rights on the planet?" Nate gaped at Magneto, stunned into silence. The mutant supremacist smirked slightly. "Do not tell me you are surprised by my knowledge, boy. Raven Darkholme does her homework, and the information she finds is often available for sale. She offered me what she had given to Doom on you in return for the right to come and go on Genosha as she pleased. Once I had her files on Sentinel it wasn't difficult to figure out the rest. Do not worry. The only other existing copies of her information were destroyed as per our bargain, and she herself never figured out your secret. I like having a leg up on my rivals, you understand. What good would it do me for every Maggia clown and gangster you've dealt with to learn the name Nathaniel Thomas?" Nate felt his blood freeze. Erik Lensherr smiled. "Come. sit". Too terrified to refuse, Nate fell into the chair across from the revolutionary, who smirked as he poured himself a glass of brandy and floated a can of cola from the nearby fridge over to the table, setting it in front of nate. "Drink". He stated, gesturing to the untouched can.

Opening the cold drink, he took a few hesitant sips. Magneto watched him as he drank, occasionally drinking from his own glass. Finally, once the can was empty, it floated deftly out of his hand, crumpling into the size of a small coin. Magneto caught it in one hand, regarding it for a few moments before tossing it in the waste basket at his feet. "Now," the mutant began, eyes flicking back up to pierce his own. "Why are you here, Nathaniel? What do you want of me?"

"I need to know where Emma Frost is". Erik Lensherr chuckled.

–AoS–

Silver City, New Mexico

Thursday, October 25th, 2012, 6:00 AM (8:00 AM New York)

Daily life for the less than ten thousand citizens of Silver City began in a typically quiet fashion. Less than a handful of cars drove down main street, with most people opting to walk. The city's best claims to fame were its copper mine - the third largest in the world - and the nearby ancient gila cliff dwellings. The early morning silence was broken by blaring alarms and shouting as the local police were summoned to the First New Mexico bank of Silver City. Police cautiously made their way into the bank, through the double doors that had been completely blown off their hinges. The first officer made his way into the bank, scanning his surroundings as he made his way towards cover. Two more covered the doors, keeping watch behind their compatriot.

Walls of wind rushed through the space, throwing the unhinged doors towards the pair of officers perched behind them and obscuring their view of the inner bank. A bloodcurdling scream met their ears from within, followed by several sharp gunshots before the bedraggled corpse of their former colleague was tossed out into the street. A low growl sounded a warning from within the bank itself. The two men glanced at one another in horror before one crawled over to retrieve their fellow officer from where he had been thrown.

–AoS–

Midtown High School, Manhattan, New York City

Thursday, October 25th, 2012, 8:00 AM

As she and her friends made their way into school as a group, Ned and Betty, walking a few steps behind her and Peter, were laughing boisterously. Gwen was only half paying attention to what the pair were talking about. She had had little to laugh about in the last few weeks. Peter made a comment, to which the others all laughed even harder. She caught Peter's eye, noticed him frowning at her curiously. Standing across the courtyard from them was a dark haired girl wearing a pink top and black denim pants with knee high boots and a navy blue jacket. The girl was holding a piece of paper in one hand, which she was peering intently down at. Ignoring the surprised calls of her friends, Gwen made her way over to the other girl. As she reached the dark haired girl, she cleared her throat quietly before gently tapping her on the shoulder. The other girl, who she could now more clearly see was the same short size - about 5'1" - she herself stood at. The girl blinked owlishly. "Hi!" Gwen offered, grinning at her and offering a friendly wave. "You looked a little lost, and I've never seen you around here before, so I figured I would come and introduce myself. Make sure you were ok". The other girl nodded slowly, cautiously returning her smile with a small one of her own.

"Thanks," the other girl replied, brushing a few stray strands of raven hair out of her face. She stuck out her free hand. "I'm Sabrina". Gwen nodded, shaking the offered hand.

"Gwen Stacy", she gestured back towards the others, Sabrina glancing around her shoulder to follow her gaze. "Those are my friends, Peter, Betty, and Ned." all three of her friends waved back when they saw the other girl looking in their direction. Sabrina waved back hesitantly. "Anyway, if you know where you're supposed to be going first thing, I can point you in the right direction".

"My first class is English, with Miss Heartwell?" Gwen grinned at the raven haired beauty.

"Fantastic! That's mine too! Mind if I have a quick glance at your schedule?" The other girl shrugged, handing it over for her to peruse. Gwen nodded to herself as she checked off each subject in her head. "We each have a class with you today," she told the other girl. "So if you want to just stick with us, we can make sure you get where you need to be". The other girl nodded. Gwen waved her friends over, and the three made their way into the main building, Peter barely avoiding a shoulder barge from a laughing Flash Thompson.

–AoS–

10:30 AM

Sabrina sat at the lunch table Gwen Stacy and her group had occupied, listening to the conversation being thrown about by the small group, occasionally offering a comment or query of her own to the cacophony of voices. These were people who knew each other well, she realised. Their easy camaraderie and effortless unity were intimidating and comforting at the same time. Since she had first met Gwen Stacy, she had felt a strong connection to the other girl, one she could not fully explain. She wondered if the Symbiote - which seemed to grow unnaturally quiet around the blonde - might have had something to do with it. Speaking of…

We must go. There is a situation that has arisen in New Mexico. Glancing around at the others at the table, trying to think of some way to leave without raising concern. Stacy peered at her. "Are you alright?" The other girl asked, tilting her head to one side. Sabrina nodded distractedly. Gwen's friends glanced up at her one by one, each wearing quizzical expressions. Sabrina glanced around the rest of the courtyard before turning her gaze back onto Gwen.

"Sorry. But I need to run to the nurse's office, I only just recently got out of the hospital for some health issues, and I'm feeling a little under the weather. Where do I need to go to get there?" Peter Parker was on his feet before she could get out another word.

"I'll show you," the boy told her. "I have to go that way to talk to my chemistry teacher anyway". Sabrina nodded, following after the boy as he hurried back through the courtyard. He led her through the halls of the school, stopping in front of a chipped wooden door with a placard in the centre reading 'Nurse' in faded gold. Peter offered an awkward lopsided grin. "Well. Good luck. I hope you don't mind me taking off?" Sabrina shook her head, watching the boy rush off. Waiting to make sure he was truly gone, she made her way into a nearby girls bathroom, taking an unoccupied stall. Within an instant, her clothes were replaced by the suit she had seen in her visions in the hospital. Carefully creeping out of the bathroom, she flew off through a window, making her way south west across the skyline.

–AoS–

Queens, New York

3:05 PM

The wind rushed past, roaring in their ears and nearly deafening the two men. Cautiously, they moved from one rooftop to the other as they made their way towards their destination. Max tightened his hardhat once more as he ducked his head in an effort to keep the freezing wind out of his eyes. I hate heights, he thought bitterly as his fellow electrician leaped across the narrow gap in the roofs. Cautiously, Max stepped across after his workmate. Ralph turned back to grin at him. "Now there you go! That's it bud, not too much further now Maxie". Max Dillon snarled softly, swearing under his breath. If Ralph noticed his frustration, he did not show it. Pausing, Max took a deep breath to calm his racing thoughts. What had his trainer said once? Remember Max, you don't want to frustrate yourself on the job. You can't afford to play around with electricity when you aren't completely focused. Patience. The key to being a great electrical technician is to just keep calm, take your time, and above all, be careful.

Max nodded to himself, opening his eyes once more before crossing the final distance towards their destination. He knelt beside the satellite dish, Ralph stood behind him awaiting instruction. Max stuck out a hand, calling for a screwdriver. His partner dropped it into his hand, allowing him to begin opening the panel on the side. The job was a relatively simple one. They had been called out to the community centre to repair the dish to return the flow of power to the device. Apparently, it had been too much effort for the men who had installed the new dish to make sure everything had been plugged in properly. Max rolled his eyes. Removing the panel, he handed it off to Ralph. Max fumbled with the cables. Sparks jumped from the exposed wiring as he attempted to repair the damaged connection. Both he and Ralph jumped back at once. "I thought you switched the power off before we came up here" his workmate demanded.

"I had!" he shouted back. There wasn't supposed to be a current. What was going on? It must have been some sort of childish prank. Without warning, the entire panel began to spark before their eyes.

"Shit!" Ralph swore, leaping back. "Kill the juice, Dammit!" Max fumbled around for a kill switch, attempting to blot out his partner's voice so he could focus on the task at hand. By now, arcs of electricity were leaping gracefully off of the dish and streaking across the roof. One landed mere inches from where the nervously bouncing Ralph had been mere moments before. The other man turned and fled, calling for Max as he ran. Max nodded to himself, pulling himself back to his feet to follow his colleague. Within an instant, he felt a sharp stabbing pain lance into his back, before it spread across his entire body.

I've been electrocuted was his last conscious thought before his head struck the roof beneath him. Briefly, as he fell, he thought he heard someone calling his name, but in the haze that was clouding his brain, he could not be certain.

–AoS–

Peter knocked politely on the Connors' lab door, wondering what had been so urgent for Martha to text him during school hours to come meet them. He waited patiently, scuffing his shoes on the polished floor. The door was pulled open, Martha Connors standing to one side to allow him entry. Smiling and nodding politely, Peter entered the lab. Curtis Connors was sitting at a desk near the front of the room. Beside his seat was another, and a third stool had been positioned on the opposite side of the table, facing the two chairs. Martha shut and bolted the door behind him then made her way to the second chair, gesturing for Peter to take a seat in the stool as she herself sat down. Peter made his way over, pulling the stool out and sitting down. Curtis Connors regarded Peter silently for several moments whilst his wife dug through the top drawer on the other side of the table. The former sighed before speaking finally. "Unfortunately, Peter, there is no easy way to say this, so I'm just going to come out and say it". Peter felt his heart drop into the pit of his stomach. "We know, Peter. Martha and I both know". Peter smiled, chuckling nervously as he rubbed the back of his neck.

"Know what, Doc? That the knicks are going to go all the way this year? I don't know about th-" Martha Connors shut the draw, placing a small familiar device on the table between them.

"Cut the crap, Pete", she told him, Peter's eyes widening as he stared at the canister of web fluid sitting accusingly on the table in front of him. "We know kiddo. We know that you're Spiderman". Peter laughed again, throwing his hands out in front of him as he shook his head.

"No offence, Doc, but that's kind of crazy". Martha shook her head. She reached her hand into a pocket of her lab coat, digging through the pocket before placing her hand on the table and removing it to reveal a small spider with its legs curled up beneath its chest. She smiled sadly.

"The spider that escaped from our exhibit at ESU. The day you and your class were there on tour. The spider that Miss Stacy noticed was missing. It's the Spider that bit you that day and somehow transferred some of its abilities on to you; enhanced strength, speed, and agility. The power to stick to walls. When Spiderman first appeared, and we found the corpse of your little friend there, there was one thing we couldn't figure out. At first. But then, we remembered my Bio-cable. You stole it to make your webs". By now, she had made her way around the table, and was leaning against it to one side of his seat. "I only have one last question, Peter: why?" Peter didn't feel like laughing anymore. He felt like punching himself in the head. He should have realised before now that the Connors would be smart enough to figure out what he had done.

There was no way out of this. He couldn't just lie or bluff his way past them. He could tell just from looking at the pair that neither of them would accept whatever he told them short of the truth. Raising his eyes, he met Martha Connors gaze, taking care to look her in the eye. "I never asked for any of this. I didn't ask for that spider to bite me. But once it did, I did some stupid stuff, made stupid mistakes. I tried to use it to get rich. I sure as hell wasn't going to run back to you two so you could poke and prod at me, like some kind of experiment. Then I found out my aunt had cancer. I needed the money, so I tried to make some quick cash wrestling. I got cheated. I was angry, and a good man was killed because of it. The man who raised me. I let a thief go, because I was angry at a bookie, and then that car thief gunned my uncle down like a dog so he could jack a car. A car that uncle Ben would have just given to him, if he had just asked! I was with him when he died. He told me with great power must also come great responsibility. He said I was his hero, dammit!"the tears were flowing freely now. He sniffed, rubbing his nose against his sleeve. Silently, Curt paused a box of tissues towards him. Peter murmured his thanks, blowing his nose and wiping his eyes. Glancing once more up at Martha Connors, he took a gulp before continuing. "You're right. I stole your bio-cable. I used it to make web shooters. But I did it - all of it - for a good cause. And I'm not stopping. Not now. I can do what my uncle wanted. I can help people. Protect them. There; now you know that I'm trying to make a difference".

"You're trying to get yourself killed. Look Peter, we want to help you here. What happened to you was a horrible accident, possibly even a dangerous one. But if you give us some time, I'm confident we can fix you. We can make you normal again. Curt and I have been going over some notes…" Peter leaped to her feet, cutting off her words.

"I don't want to be fixed! Weren't you even listening to me? Can't you see that I'm trying to do some good in the world? I've been helping the police! And who knows how much more damage those rock monsters could have done, if I hadn't been there to help sentinel deal with them! I can help people like this, and if you two fix me, then all of that just goes away!" Curtis Connors removed his glasses and rubbed at his eyes tiredly whilst his wife groaned. The former cut in before his wife could retort.

"You're playing a dangerous game, here, Pete. A very dangerous game".

"This isn't a…" Martha Connors held up a hand to interrupt their brewing argument.

"Curt and I will keep your secret, Peter. It is at least partially our fault this happened to you, after all. And even though we want you to keep out of trouble, you are not our child, but we are still partially responsible for you. I must ask you, and I will only do so once. If you refuse, the consequences will be on your own head. Will you give up on spiderman? Before you get yourself killed". Peter stood up, shaking his head.

"No. A good man lost his life because I failed to act. I won't fail again, Doc. I have a job, a responsibility". He turned on his heel and stalked out of the lab, giving the two scientists no chance to respond.

–AoS–

Officers Murphy and Walsh staggered to their feet, the former calling for backup as they made their way more cautiously into the bank after moving their fallen comrade to one side and calling for paramedics. Walsh moved ahead, flipping on his flashlight as they wandered through the bank, inspecting the various rooms and offices. Paperwork and electronics had been scattered all across the floor, and several chairs and computers had been hacked into pieces. Murphy let out a warning shout, discharging his gun several times. Twin flashes of silver metal slashed through the air. Blood sprayed violently from the stumps where his hands had once been, covering Walsh's back in a shock of red. The stunned officer collapsed, screaming as his assailant fell on top of him, the teenage girl slashing his chest and head with two pairs of silver metallic claws jutting out of her hands. Walsh spun around, firing three shots into the girl's back. As he fired, she leaped off of her quarry, rushing towards her new attacker. Walsh backpedalled hastily, firing his handgun until he heard the click, swearing whilst he fumbled for his taser. He screamed violently as he felt himself lurching into the air, finding himself face to face with a dark skinned woman with white hair. The woman smiled magnanimously, placing a finger against his chest. He howled in agony as a jolt of electricty leaped across his chest, seizing up his arms and legs. The sensation vanished as soon as it began, and he felt himself slamming into the ground. Glancing up, he caught a brief glimpse of a figure in black slamming both his assailants through the far wall of the bank. He could hear the sirens of several police cruisers and an ambulance off in the distance getting closer as he drifted out of consciousness.

–AoS–

The first thing that came to Max was the smell; a putrid scent, a horrific mixture of burnt beef, along with the stench of burnt hair. It took him a moment to realise the smell was his own burnt flesh. Unable to scream, he groaned softly, hearing the rasp in his own voice. He gurgled painfully, unable to cough.. Slowly, he opened his mouth, gaping like a dried out fish and took a breath in, the air seering his throat and lungs. He tried once more to cough, though it served only to agitate his raw throat. Slowly, Max Dillon opened his eyes. He was still lying on the roof where he had fallen. Apparently, Ralph hadn't even deemed him worth calling an ambulance, not even to take him to the morgue. So much for friends. God above, my insides feel like they're on fire. I should be dead. He raised his hand to rub his now bald head, feeling his voice catch in his throat as he tried to scream at the blue streams of energy crackling under the now yellow skin of his palm. A bolt of lightning streaked out of his hand, heating the air around him.

Max let out a hoarse scream. The sound must have alerted the occupants of the building, as a woman came barging out onto the roof from below. Max raised his hands placatingly in front of himself. The woman skidded to a halt, screaming as her gaze fell on him. "Help me" Max rasped softly, hearing the crackle in his voice and wincing softly. The woman continued to scream. Max felt the energy crackling to life within him once more, unable to keep it in check. A bolt of electricity streaked out of each hand. The woman was thrown violently backwards, shooting into the air and tumbling backwards through the door which she had come through. Loud footsteps sounded from below the woman. Max pushed himself slowly to his feet. He needed to get out of here. Get to a hospital. Find someone who could fix him. A small group of men broke through the door to the roof. Max stepped back, careful to keep his arms pointed away from them.

"Stay away from me!" He warned the men. "There's something wrong with me!" The oldest and largest of the men stepped forward.

"Careful, son. You've been in an accident".

"I - I know". The older man reached out, wrapping a meaty wrist around Max's forearm.

"GET OFF ME!"

–AoS–

Peter lightly touched down on a rooftop across from the Osborns' penthouse apartment. Digging through his backpack, he pulled his street clothes back on over his suit, tugging the hood of his jumper over his head. Creeping over, he pulled open the stairwell door and rushed down to the ground floor. Stepping out into the street, he rushed across to the Osborns' building. Who in the hell does Connors think she is? He smacked the button for the door to the lift, rushing in and hitting the button for the penthouse. It's not like she's my mom, and I'm not just some stupid kid she can treat like that. I know what I'm doing. Mostly.

The lift dinged as the doors slid open. Peter stepped off, making his way over to the front door to the Osborn apartment. Raising a fist, he knocked politely. After a few moments waiting, the door opened to reveal Norman Osborn on the other side. The billionaire's lips twitched slightly at the sight of him. "Parker," he began, voice soft. "I assume you are here for your tuition work with Harry". Peter nodded, the industrialist stepping to one side and gesturing for him to come inside. As he moved past the older man, the hair on the back of Peter's neck leaped into a standing position. Peter's hands felt suddenly clammy and his heart began beating rapidly. Relax, Parker. You're just pissed at the Connors.

"Yes sir. We're just going to be going over some homework". The billionaire nodded, smiling slightly.

"Well that's good. Harry needs all of the help he can get". Peter winced at the biting tone and cold words. Osborn tilted his head towards the narrow staircase in the corner of the room. "You can go on up, Mr. Parker".

"Thanks. See you around Mr. O".
"Goodbye, Parker".

Once he was safely upstairs, Peter let himself into Harry's room. After quickly catching up, the two boys settled in to start working on Harry's homework assignment for geometry. The year was well into swing, and they'd never had such a workload in Elementary or Middle school. When it came to plans after school, Peter and Gwen were both planning on scholarships to ESU, whilst Harry wasn't concerned either way. "I don't even really need to worry about college, after all. My dad can pay for it all. The only reason I'm even doing the tutoring is because he says if I don't pass every subject for each year, he'll cut me off. No offence, Pete. You're a pretty cool dude. Hey, mind if I play some music?" Peter shook his head. Harry made his way over to his phone, selected a song, and made his way back over to the open textbook between them. As he plopped down against the bedroom wall, he peered curiously at Peter.

"Hey, because my grade on that chem test you helped me with earlier in the year was so good, dad says I can throw a halloween party this year. You should totally come". Peter laughed, shaking his head.

"Nah, I don't fit with parties".

"C'mon man, It'll be swell. No one gives you grief at a party. They're all too busy trying to get the girls to make out with 'em! Plus, you'll be in a costume".

"Maybe…" Peter muttered, still uncertain. Harry grinned.

"Yeah, Man, you should totally join! Bring that cute chick you're always with. Gene?"

"Who?"

"That blonde girl. The one you always sit next to in the science classes?"

"You mean Gwen?" Peter tilted his head thoughtfully to one side. Did he want to bring Gwen to a party? She was his best friend, and had been for years. He had never even considered going on anything close to a date with her. Besides, she had only just broken up with Nate. It wouldn't be fair on either of them, would it? Then again, Harry was right. Gwen was cute. And they were always together. Resolved, Peter grinned as he nodded. Harry let out whoop, sticking out a fist.

"Yeah Man! P-squared in da house!" Both boys laughed as Peter thumped Harry's outstretched fist.

–AoS–

Nothing could have prepared her for the sensation of being violently jostled in place as she slammed into the two assailants, flying them out of the building through a side wall. Well at least I saved those cops. She flew through the air, one arm wrapped around each foe. The shorter of the two repeatedly slashed out at her arms and wrists with metal claws. Instinctually, Sabrina dropped the girl, watching as she fell through the air, screams reaching her ears from below. The older woman's eyes glowed white, fog rising around them. A bolt of lighting shot down from seemingly nowhere, striking Sabrina on the back. Stunned by the unexpected attack, she released her grip on the dark skinned woman. The other woman hovered in place, eyes once more a glowing pale white. Sleets of hail began to rain down around them. Somewhere nearby, she heard a sonic boom.

–AoS–

Even with Magneto's advice to "seek the Hellfire Club", their search for Emma Frost was so far fruitless. Whatever an eighteenth century alleged British sex cult had to do with finding a single mutant telepath, Nate had no idea. He and Kitty were pouring over internet records whilst Bobby, Warren, and Kurt continued the search across the city. So far they had turned up nothing worthwhile. His perusal of a dozenth useless article was interrupted by the far off sound of screaming. Streaking out of the room, he soared into the air once he was out of the manor, jetting through the air in the direction of the sound.

Within moments, he found himself soaring above the skies of New Mexico, flying through a violent hail storm in pursuit of a dark haired youth who was screaming as she cartwheeled through the sky towards a small town below. Reaching out, he wrapped an arm around the girl's waist, tugging her safely into his side. He frowned slightly at the sight of a pair of adamantium blades jutting out of her wrist. Whatever was going on here, it made no sense. From everything he had been told, Logan was the only person in existence with Adamantium bonded to any part of their body. It was supposed to be impossible for anyone else to survive the bonding process. As they neared the ground, the girl turned to run, without even offering an apology. Nate was about to pursue her when a sound from above caught his attention. Focusing, he was stunned to spot a familiar dark skinned figure engaged in combat above him.

"Storm," He bellowed, flying up to aid her.

–AoS–

Queens, New York

4:40 PM

Max stood dazed in the centre of a ring of death and destruction. The building he had been stood upon - and several others closest to it - had been completely decimated. The charred remains of the men who had confronted him, as well as a dozen more besides, lay scattered and burnt around him. He pressed his crackling hands to his soot covered face, and let out a hoarse scream. God please, what is happening? What the hell is going on here? "WHAT THE FUCKING HELL IS WRONG WITH ME?"

Glancing up, he found himself in the floodlight of a hovering helicopter. All around, Max could hear people screaming, either trying to get away from the scene, or trapped under the debris he had unwittingly brought down on them. The chopper edged closer. I need to get out of here! If he stayed, he knew he would unwittingly cause even more damage. He slowly picked his way through the rubble. Staring down at the cracked street below as he stood on the edge of a broken piece of ceiling, he considered throwing himself off. "You know," came a cheery voice from across the street, "I know a lot of people hate the 'burbs, but this is ridiculous". Max snapped his eyes back up, staring across at a figure in a black and red costume with a mask and hood, with a Spider on the chest.

Spiderman was here. "You," Max pointed at the vigilante. "I've heard of you". Before Max could safely lower his hand once more, a streak of lightning leaped from his fingertip before he could even shout a warning. Spiderman leaped out of the lightning bolt's path.

"Hey there!" The masked hero shouted, "easy with the light show there, Electro!" The vigilante landed on his feet once more, looking up at him. "Take it easy, bud". Max clenched his fists as Spiderman started moving closer once more.

"What was that you called me…?"

Leaping off the edge of his own roof, Spiderman fired one of his webs and lunged forward. Spiderman delivered a two footed kick to Max's sternum, sending him staggering backwards. Landing on the chunk of roof, the vigilante shot forward, preparing to wrap an arm around Max's waist. Max snarled softly, prepared for the attack. There's no way I'm going to let myself get beaten to a pulp by this freak! He shoved his hands forward, unleashing a massive blast of electrical energy. The blast sent Spiderman flying, smashing into the wall of the building across the street. Max stared down at the other man. "I am not the bad guy here! Just give me a chance to ex-" Spiderman fired a web, latching it onto his chest and tugging him down from the ledge. Max screamed and flailed in mid air, Arms and legs dangling wildly. He landed on the ground with a thud, then bounced up into the air once more, falling and bouncing once more before coming to a halt stuck in a giant web hanging between the walls of two buildings. Spiderman was perched on a street light above him.

"Look pal, from where I'm standing, it looks like you're the one responsible for all of this. Now, you just sit tight here until the police arrive. Max Strained against the webs and glared spitefully at the hero.

"I am not your pal! Im…what did you call me earlier? I'm Electro!" Max fired two bolts from his hands. Spiderman leaped out of the way to avoid them, somersaulting over his head and landing halfway up the wall of the building. Taking advantage of the distraction, Max wound his hands around the web he was stuck to, sending electrical charges through the webbing to set it on fire. Freed from the sticky substance, he dropped to the ground. Spiderman fired two more weblines in his direction. Raising his own hands, Electro fired a bolt of lightning from each hand, incinerating the webs. Letting out a startled yelp, Spiderman ripped the ends of the webs off of his wrists, before jumping off the side of the building he was latched to and swinging away. Watching the hero retreat for a while, Electro turned and broke into a run in the opposite direction.

–AoS–

Sabrina raised a hand to shield her face from the falling hail, dodging from side to side. Her opponent raised her arms above her head, extending them diagonally out from her body. The winds rapidly increased, building in speed and strength to that of a hurricane. Thunder rumbled above their heads, the sound almost bursting her eardrums and causing the symbiote to recoil violently, ooze leaping off of her suit. Lightning arced down all around them, as the hail gave way to violent rainstorms. A sound carried over the last of the hail and the howling winds. Focusing as best she could in the squall, Sabrina frowned deeply. It sounded almost as though someone was shouting a single word. Was that storm? Yeah, no kidding buddy! Just look around you. Returning her focus to the fight, she prepared to fly towards her enemy. In an instant, the other woman had vanished. A rapidly moving object slammed into her from below and behind. Sabrina felt herself being shunted through the air as her stomach leaped into her throat and she felt herself retching. The projectile smashed into her once more, and the roaring of the wind grew louder as she shot closer towards the roiling storm. Finally, mercifully, she regained control of her body, managing to halt her momentum and clear her head. The skies around her had cleared as she entered the eye of the storm. With a groan, she sighed, scanning her surroundings for any sign of her assailant. She let out a shriek as she felt a pair of strong arms wrap around her feet, and heard the whoosh as she was spun through the air like a baseball and tossed towards the ground below. Glancing up, she was met by a funnel of ice. Shards of cold covered her chest, arms and legs. Before she knew it, her entire body was encased in a block of ice. The ground rushed up to meet her, the ice shattering into thousands of shards. She lay dazed and confused on the ground as the winds and lightning dissipated, leaving only the faint smell of rain. Before she could sit up, she felt a pair of fists collide with her skull, and knew no more.

–AoS–

Soaring back into the air briefly after dive bombing the woman he had found attacking Storm, He glanced around for his fellow hero. Frowning after confirming she was already gone, he landed softly beside his fallen opponent, making his way over to the small crater she had made on impact. The girl was pretty, with her angular features framed by a curtain of inky dark hair and pale skin. She looked like she was the same age he was, short and slight. As he scanned her body for injuries, he gasped. There, on her chest, was a familiar Red diamond crest with a red S. "What in the world?" He breathed softly. Sliding down into the crater, he lifted her into his arms bridal style, flying rapidly off in the direction of Antarctica and the hidden Harridanite ship.

After a short flight, they landed in front of the ship. The doors slid open at his command, allowing him to rush his passenger to a secure room before making his way to the central chamber, calling Fara-Dein's name as he went. The Holographic AI sprang to life upon his call, smiling as he approached. "Nate," she began, studying him closer. "It is good to hear from you again. I only need to look at you to see the growth in your abilities".

"Is there another Harridanite on this planet, other than you? One who isn't just a hologram?" Fara-Dein raised her eyebrow. Even in her computerised form, he could tell she was disturbed by the question. After a few minutes of hesitation, she spoke.

"As far as I am aware, I am the only full-blooded Harridanite on your planet. You are the only one apart from myself I am aware of. The Warmaster has expressed interest in the settlement of populated worlds, yet to my knowledge nothing of the sort has yet been attempted. What is the purpose of this inquiry?" Nate narrowed his eyes as he gazed around the chamber, mind working rapidly.

"I have a girl with superhuman abilities in one of the confinement chambers on board. A girl wearing a suit with the symbol of Nar-Von on it". She frowned, vanishing in a flash of blue light, replaced by a sphere floating next to him at eye level.

"Take me to her. Now". He nodded, turning to lead the way. They trekked through the ship, eventually finding their way to the cell where the girl was still lying unconscious, though she already appeared to be coming too. The small sphere floated into a console next to the door, whose screen flickered to life and began to rapidly display thousands of lines of code. After a scan lasting a few seconds, the orb floated back out, reforming into Fara-Dein's physical body once more. The Harridanite frowned worriedly as she looked rapidly between him and the girl several times.

"What is it?"

"At some point, most likely when you were last off-world, did the suit change its appearance?" Thinking back rapidly, Nate blinked. When I was on the prison world with Frigga and Loki, he realised. He nodded once. Fara-Dein grimaced.

"It is a Klyntar. A symbiote. It bonds with a host, and then replicates and enhances whatever powers that host already possesses. After replicating the powers, it can store them in its genetic code, allowing the creature to pass them down to its next host even after leaving a host. Fortunately, they are benevolent creatures. However, a Klyntar will be affected by the emotions and mind of its hosts. If this one bonds with a criminal or villain, it will prove disastrous. For you, and for the entire planet. We must monitor this girl before we even consider releasing her". Nate narrowed his eyes.

"She was attacking Storm" he told his Harridanite mentor. The AI raised an eyebrow. "A mutant I know. She's another hero, like me". Fara-Dein glared into the cell.

"Then until we have more information, we must assume this girl to be hostile". Nate nodded.

"Do you mind talking with her once she wakes up, I need to keep looking for some friends of mine. Hopefully the fact that Storm is already out and about means she found them already, and I can just go back to school. Contact me once you have a better idea of what our guest wants".

"Of course". Nate nodded, stopping as a thought occurred to him. "Could you track someone down for me? Maybe put me in contact with them?" She stood silently for a moment.

"Perhaps. To whom do you wish to speak?"

"Emma Frost".

"One moment. I shall attempt a planet wide scan".

–AoS–

She scowled as she left the ballroom. Shaw and the rest of his inner circle were acting the same way they always did; like a group of tired, old, foolish men. She nodded briefly to the barkeep, making her way over to him and holding out her hand for her confiscated cell phone. Wordlessly, he reached under the bar and slid a tray with her belongings over to her. Picking up her phone and purse she made her way towards the front door of the club. The cell phone began to vibrate. Glancing down at the screen to check the caller ID she gasped quietly. Unknown caller. Most likely it was Xavier trying to convince her to attend his little school. Shrugging, she hit the accept call button, she held it up to her ear. "Hello".

"Emma Frost?" Not Charles then.

"Yes. Who is this?" She pushed the door open, taking in a whiff of the ocean as she stood on the streets of Madripoor.

"Sentinel". Freezing in her tracks, she tightened her grip on the phone, almost breaking it in her attempt not to drop it at her feet.

"Well. Tell me Avenger; to what do I owe this remarkable yet completely unexpected pleasure?"

"I need your help. Is there somewhere we can talk?" She stood there on the doorstep of the club for several moments. Had he somehow found the Hellfire club? Did he really think they were worth his attention? Then again, if he had, he wouldn't bother with calling her. Someone as powerful as him would hardly need her help to bring down Shaw and his lackwit friends. Emma made her way down onto the sidewalk.

"I'm in Madripoor" she began as she rapidly walked away from the Hellfire Club headquarters. "Are you familiar with it?"

"I've heard of it". She smirked. That he had never been there went without saying. It was hardly the place for someone like him.

"Good. There's a little coffee shop in town I like to hit up whenever I'm here. I'll text you the details when I get there".

"Thank you, Emma".

"Why? I haven't helped you yet". With that, she hung up.

–AoS–

Hightown, Madripoor

Friday, October 26th, 2012 4:30 AM (Thursday 25th, 5:30 PM - New York)

He strode down the street towards the twenty-four hour coffee shop Frost had directed him to, having grabbed a blue button up shirt, red jacket, and blue denim jeans to wear over his suit. The blonde telepath, already sitting at a table outside the store on the sidewalk, glanced up at his approach. A faint smile graced her features as he sat down across from her. "I wondered if anyone would actually turn up. I took the liberty of ordering for you," she stated, taking a sip from her own mug. "Jasmine tea. I hope you like it," she peered at him over the rim of their cups, smirking softly as he drunk, frustrated frown on his face at her time wasting antics. "A thought occurs to me; How do I know you are who you say, since I seemingly cannot read your mind?" Nate narrowed his eyes at the blonde, who merely smiled in response. With a faint groan, he glanced around to make sure no one was coming before pulling back the first few buttons of his shirt to reveal the top of his suit. Frost nodded, smirking slightly.

"You are wearing a costume under your clothes. I am unsure what that proves". Glaring at her, he placed a finger on the wooden table between them. Emma Frost watched him carefully, raising an eyebrow. Pushing slowly, he shoved his finger through the wood, leaving a small hole in the table. The telepath nodded, placing her cup back down. "An acceptable display. I believe you. Now, what do you want with me?" Nate finished his cup of tea, placing it aside and leaning forward.

"Some friends of mine are missing," he explained, watching her closely. She gave no measurable reaction. "Doom mentioned someone or something called Essex". He told her. She nodded once. "Research a friend of mine conducted indicates Essex Corp may somehow be involved". She gasped softly.

"Nathaniel Essex?" Nate nodded.

"You know him then?" Frost hesitated before speaking, glancing around as though she expected enemies to materialise from the shadows around them. She turned her gaze back on him, regarding him appraisingly for several moments before finally speaking.

"I have had dealings with the man a handful of times. He's insane. Completely and utterly obsessed with his studies. Nathaniel Essex is just a front. Whenever I met with him instead of an intermediary, he preferred to use the name Sinister". Nate snorted, causing Frost to narrow her eyes.

"Sinister?"

"Mister Sinister, to be precise". Nate chuckled, shaking his head as he did so. The telepath's glare intensified.

"It's no laughing matter, Avenger. Essex is the most intelligent and egotistical man I have ever met, and I once had a brief encounter with Victor von Doom. Your old friend, if rumours are to be believed". Nate's gaze darkened as the blonde shot him another self-satisfied smirk. Doom hasn't told anyone my identity, he reminded himself. He said so himself. She can't read my thoughts. "I had a friend of mine do a bit of digging into the man after the first time we met. I like to be well informed. She found out he was born in the early 1800s. Essex was one of the world's first evolutionary biologists. A contemporary and rival of Charles Darwin. In 1862, he was one of the first people to posit the posibility of a further leap in human evolution, less than three years after the first publication of On the origin of species. Almost a century before Charles Xavier even considered the term X-gene. In a time when most humans still worshipped a god and went to church multiple times a week, Essex was unravelling the secrets of Mutantkind, and cracking effective immortality. You can't stop this man, not without killing him; and you sure as hell can't punch him to death. Even if you did, it wouldn't be him. Not really.

"What do you mean?"

"Essex is one of those people whose first thought when it comes to any problem is; you know what the world sorely needs? More of me! Sinister is a diseased maniac with delusions of grandeur and a penchant for cloning. Take out one Essex, and there are still a few hundred more waiting to go. Including the original. My advice? You want your friends back; move on, get a dog. Or a really clingy cat". She stood up, turning to walk away. Leaping up from the table, Nate gripped her by the wrist, holding her in place. The older teenager turned to look at him.

"Do you mind? You're cute and all, but I don't like to waste my time". She shot him a grin.

"Please? I know I can save them; I just need a shot. Haven't you ever wanted to take a risk on something - or someone? I don't know how this will go, but I'm not stupid. I know it's going to be difficult. I know you have no respect for me whatsoever, but I think somewhere deep down, under all that cynicism, you're searching desperately for someone to prove you wrong. Just give me a chance. Besides, if you help me out, I'll owe you, right?" He smiled lopsidedly. Frost stared at him for several moments, eyes flickering across his face. Whatever she was looking for, she must have found it. With a groan, she nodded.

"Alright then boy scout. What do you want me to do?"

"You said he was into cloning. You must still have a way of getting in contact with him. Call him and tell him you have a contact who wants to make a deal with him, but they have to meet him at his facility. They won't take no for an answer on that part". Frost scoffed.

"It'll have to be one hell of a deal to get him to bite on terms like that".

"Tell him your contact has Sentinel's DNA".

–AoS–

Connors Lab, New York city

Thursday, October 25th, 6:00 PM

Martha frowned as she pushed on the front door to the lab, arms filled with takeaway. The door refused to budge. With a grunt, she shifted her burden under the crook of one arm, grabbing her purse and fumbling for her key card. After several more moments of struggling, she swiped the card across the door lock, watching as the light flashed green before barging her way into the lab. The lights had all been switched off. Rolling her eyes, she dropped the bags of food on the nearby countertop, switching the lights on as she went. Glancing around for Curt, she frowned when she noticed his office door pulled all the way shut with the blinds down. Making her way over, she tapped gently on the glass.

"Curtis," she called, "Why did you…?" the door slung abruptly open before she could get out another word. Curt stood before her in his slightly dishevelled lab coat, grinning from ear to ear. Before she had time to register what was happening, his arms - wait, what? Arms? - were around her waist, and he was spinning her in a circle. Setting her down once more on the floor, he let out a peal of laughter. Impossibly, his grin widened as he gazed down at her.

"Surprise!" Her brilliant husband declared joyously. Too stunned to reply, Martha gripped his arms tightly, staring open mouthed at his newly grown limb.

"Oh my god. Curt, what did you do?" she breathed, inching closer to him as he placed his hands on either side of her face.

"I didn't want to share it with you, in case it didn't work. I cracked it, the cross species genetic splicing. Peter's spider gave me the final jolt I needed. Oh, Martha, can't you see it? I took away the pain, the uncomfortable, weird looks, our constant struggling". He wiped away the tears forming in her eyes. "I gave myself a new life, Martha. A better life". He leaned down, and the husband and wife kissed deeply.

Martha laughed. "Curt, sweetheart, this is…this is…nobel prize worthy. It's incredible, it's…"

"The greatest scientific breakthrough in decades? Maybe even a century? Imagine it Martha, you and I can change the world. Together". Laughing as one as they rested their heads together, they embraced.

–AoS–

Nate flew through the open window, landing in the space between his bed and Kurt's. Kitty, sat at the desk near the window, glanced up.

"Well?" his friend asked anxiously. Nate nodded grimly.

"He gave me a meeting at 8:00 PM tomorrow. I know where the facility is. You guys just need to get in position and wait". She nodded.

"Okay, good. We'll get them back. All of them".

–AoS–

Connors Lab, New York City

Friday. October 26th, 3:30 PM

Peter dashed in through the side door, tugging his hoodie on over his suit as he went. Martha glanced up, smiling amusedly as he entered. "Just because we know your secret doesn't mean you can just come barging in like that. Curt or I won't alway be the only one in here, you know". Peter felt his cheeks burning.

"Sorry, doc C. I'll try to remember for next time". She nodded.

"I don't suppose I need to ask why you're ten minutes late then?"

"Sorry. There was a convenience store robbery. I thought it might have been that guy from the news last night. Electro". Martha snorted.

"Is that actually what they're calling him now? I guess I must have missed that part". Peter chuckled, rubbing the back of his neck.

"Nah, that one was me. It sort of just slipped out when I was dealing with him". She shook her head bemusedly. "So, what are we working on today?" he asked. She grinned.

"First, Curt wants to show you something, then I thought we might discuss your 'Electro' problem before we get to work". Peter opened his mouth to protest, but Martha raised her hand. "Peter," she began, looking him over for injuries, "I can't convince you to stop being Spiderman. I know that. But that does not mean you get to stop Curt and I from making sure that you aren't killed out there". Peter nodded, surprised by the conviction. She smiled, swinging an arm around his shoulders. "Now come on. Curt has a surprise he can't wait for you to see. He may even expect tears". She laughed as she called her husband's name. "Pete's here!" Doctor Connors came charging into the room, throwing his arms out to either side as the doors swung back and forth behind him. Peter gaped at the man, gaze snapping back and forth between his two mentors. Both were grinning. Peter let out a shocked laugh.

"Doc, what is this? How…"

"Reptile DNA, my boy", Connors explained, a gleam in his eye. "Lizard, to be precise".

Peter blinked. Connors grinned. "I've managed to bond myself with Lizard DNA to regrow my missing appendage. In truth, it was your encounter with our unfortunate spider that gave me the final spark. Fortunately, I did not require being bitten". Peter grinned back at the other man; his excitement was infectious.

"That's…amazing". Peter stepped forward to shake the Doctor's hand. Curt clasped his hand in both of his, grinning happily. "I mean really doc, this is like some proper shit straight out of a Sci-Fi show". Curtis laughed. Martha cleared her throat.

"Thank you Peter, Curt has a big enough head already; and watch your language please". Peter grinned.

"Sorry doctor Connors. But seriously, just imagine the possibilities here. I mean, shouldn't you guys be on the phone with the national institute of science and technology or someone? This is huge!" Connors waved him off.

"There will be time enough for that later Peter". He leaned back against a nearby desk, buffing his new nails on his lab coat. "Martha and I are in the process of writing subject papers at the moment. Soon enough the whole world will know of my breakthrough". Martha made her way past Peter to stand at her husband's side, smiling as he wrapped his new arm around her waist.

"Now," she stated matter-of-factly, "It's time to get serious again. Tell us about what happened last night".

"You mean with Electro?" She nodded. Curt frowned.

"Is that seriously this guy's name?" Peter shrugged, cheeks brightening once more.

Peter rubbed at his chest, remembering the powerful arcs of electricity coursing through his body. "There isn't really that much to tell if I'm honest. I was swinging home when I saw the explosion and decided to investigate. It turns out my new buddy decided to blow the place to kingdom come".

"And what about his electrical abilities?" Curtis pressed, "anything you remember may be important".

" Well, I think all he can do is shoot lightning from his hands," he gestured with his fingers. "Maybe there's more he can do that I just didn't get to see though".

Martha made her way over to a table sequestered in one corner of the lab covered with a thick tarp. "We aren't going to suggest you stop being Spiderman," Curtis was saying as they followed her over. "We know that won't work. Instead, we've taken the liberty of upgrading your gear". Martha tugged the tarp off the table. First of all, Martha picked up a small device, handing it over to him.

"So what's this?" Peter asked.

"A radio. You just push that button on the top to turn it on". Doing so unleashed a small wave of static that buzzed softly through the lab. Peter switched the device off, thanking her. He dropped the radio in nis bag before looking around and enquiring what else they had. "Since you've been utilising my bio-cable," she explained, picking up a strange black device, "I assume you designed some sort of firing mechanism. Do you mind if I have a look?" Peter rolled up his sleeves, handing her one of his web shooters. Connors bit back a laugh. "Peter," she smiled, and he could hear the mix of amusement and concerned disapproval in her tone, "that wouldn't be duct tape strapped to your arm would it?" Peter shrugged desperately.

"I used what I could get my hands on at short notice, okay?"

She laughed, rolling her eyes. "Honestly Parker, it's a wonder you aren't running about in some kind of onesie". She motioned with her hands and Peter unstrapped his web shooters before handing them over. The doctor shook her head, placing the web shooters on the table before beginning to rapidly take them apart. "I do have to give you credit for this design you came up with though, Peter. These are a remarkable pair of devices you have here. I think I can maybe upgrade them a little still though, make them even more functional for you". Finally, she handed him a pair of gloves the same colour and pattern as his own. "After your run in with Electro, I made these myself. I figured they might come in handy the next time you had to tangle with him. There's rubber padding in the palms and the knuckles which should serve to reduce any electrocution the next time you run into him again. I'm sorry I didn't get time to do boots as well". Peter thanked her.

"I ran out of web fluid in one canister after the fight with Electro. I think we can all agree that I don't want that happening in the middle of a fight". Both scientists nodded. "Do you think maybe there might be something we can rig up like some sort of magazine system so I can reload it faster?" Martha frowned thoughtfully.

"I bet I can come up with something for that", Curtis Connors replied, clapping him on the shoulder.

"Brilliant!"

Connors grinned back at him. "Yesss, Sssir. I'm sssure that isss sssomething I can rig up for you". Peter and Martha both spun around as one to stare at him.

"Curt," the former asked worriedly, rubbing his arm. "Are you alright?"

"Yesss, I'm fine". He raised his hand to feel his forehead. "I feel..fine". Suddenly, the scientist collapsed to the floor, starting to violently spasm on the floor. Martha dropped to her knees beside her husband, pulling him into a sitting position and gripping him around the shoulders as he continued to spasm uncontrollably.

"What is happening to him?" Peter shouted, his 'Spider-Sense' kicking into overdrive.

"I don't know!" Martha called back just as desperately as her husband broke free of her grip and staggered away. Connors, doubled over, snapped his head back to regard them silently. His eye was glazed over and the skin on his face had turned a sickly shade of green.

"GET OUT! BOTH OF YOU! RUN!" He shouted, clutching his head in his hands as he convulsed violently. The doctor's bones snapped and popped as he grew before Peter's eyes. His lab coat tore down the middle as his shoes were ripped to pieces, his feet tearing through them. Where his toes had once been, massive sickle like claws dug into the floor. A long whip tail shot out of his back and his arms grew longer and thicker, fingers replaced by yet more claws. Martha Connors inched closer to her struggling husband. Reaching out, Peter gripped her by the arm and pulled her back beside him. Finally, the doctor turned towards his wife, head resembling that of a sickly green Komodo Dragon. A long forked tongue flickered out between two pristine rows of dagger-like teeth. Connors leaped at his wife, who jumped back with a scream.

Peter leaped in front of her, meeting the lizard halfway through the air. His momentum carried them both across the room and sent them slamming into the wall. Martha gasped in horror behind them. Connors hissed and latched onto Peter, digging sharp claws into his elbows before tossing him away. Peter bounced off the edge of a table, gasping as the air was knocked out of his lungs before falling forwards and rolling onto his back. "Curt!" Martha shouted her husband's name desperately. She moved cautiously towards the monster, ignoring Peter's attempts at waving her off. "Can you hear me sweetheart?" The lizard opened its hideous maw, letting out an enraged hiss in her direction. It leaped off its feet, bursting through the plaster ceiling and slithering away.

"What in the hell was that?!" She demanded as Peter made his way to her side. Peter rubbed his elbow, pulling his fingers away to find them slick with blood.

"The lizard DNA," he realised suddenly. She gasped, nodding in agreement.

"Of course! It must have altered Curt's DNA more than he originally thought! We have to find him before he hurts himself!" Or someone else Peter thought warily. He looked at his web shooters, still open on the desk.

"No time to fix those". He leaped up to the roof, crawling towards the massive hole and already tugging off his jumper and shirt to reveal his suit beneath.

"Peter, don't hurt him!" Martha called worriedly. Tugging on his mask, Peter glanced back down at her.

"I'll do my best".

"Curt's serum is around here somewhere. I'll start working on an antidote". Peter nodded, crawling through the hole.

–AoS–

"Here, lizard, lizard, lizard". Peter called out as he crawled along the wall of a hallway. "Come out and surrender with your hands up, please". His Spider-sense blared, allowing him to leap out of the way and flip over to find his quarry had managed to sneak up behind him. He chuckled nervously. "Um, pretty please then?" The lizard hissed in his face, spraying spit all over his mask. The creature lashed out, Peter bouncing off the wall to avoid a swipe from its claws and delivering a sharp kick to the beast's jaw. He winced sympathetically as its head snapped back. The lizard twisted in place, its tail swatting Peter in the chest. Unable to react in time, he was sent sailing down the hall by the force of the blow. Managing to catch himself on his hands, he leaped into a backflip, landing in a crouch. The lizard was already on him once more by the time he had landed, forcing him to dodge as it sliced the front of his suit, Peter barely dancing out of the way in time. This would be so much easier with webs! "Connors, if you can hear me", Peter shouted at the green man, hitting his foe with a right hook. "You've always been one of my favourite people!" He jumped back once more, landing on his hands and kicking the lizard in the chest with both legs. He flipped back onto his feet. "So now you know this is nothing personal!" He laced his hands together, swinging them upwards like a mallet and colliding with the lizard's jaw. The creature was lifted off its feet and sent flying through the air, landing on its back further down the hall.

Peter leaped onto its stomach, trying to pin it down. They rolled too and fro as they wrestled back and forth, and Peter found himself pinned to the floor with the lizard's bulk pressed down on him. Claws raked along his arms and chest, drawing blood and tearing his suit. Oh come on, Connors! Do you have any idea how wrong it'll take me to mend this thing? Sitting on his chest, the lizard lurched forward, dragging him along behind it. They burst through a door and tumbled over a stairwell railing, falling through mid air as they tangled together. Within an instant, they came to a halt with a thunderous splash. Water? Oh right, of course, he led me to the college campus. Of course this place has a pool, and of course a nine foot tall reptile would want to come here! That's just swell!

They twisted and turned under the surface of the water. As expected, the lizard was fierce. It dug in its claws and chomped down, refusing to release its grip on its prey. Peter wriggled in his grasp, desperate to get free, continually kicking whatever parts of the monster he could reach. Okay, running out of air here. Can't keep this up much longer. Have to get out of the pool! Peter landed a kick to the monster's chest. The water churned and splashed, erupting into a geyser of spraying water as the two combatants broke through the surface. Droplets of water hung momentarily suspended in the air as the two reared away from each other, Peter propelling himself out of the water. The lizard leaped onto a wall, both combatants taking a breath before throwing themselves at one another once more.

–AoS–

Martha raked her hands nervously through her hair, tearing through her Husband's files as she searched for his notes on the lizard formula. Digging through the paperwork, she jumped when a small voice caught her attention. "Mom?" Clutching her chest, she spun around to face a wide-eyed Billy, staring up at the destruction her husband had dealt to the floor and ceiling of the lab. Grabbing the final notebook from Curt's bottom drawer, she rushed over to her boy, pulling him into a hug. "It's okay, buddy," she murmured softly as she dropped a gentle kiss onto his hair and breathed in his scent. "Hey, why don't you come over here and help your mom find what she needs to help dad?" Still confused, her son nodded, allowing her to take his hand and lead him over to one of the lab spaces, dropping the small notebook into her pocket and grabbing a centrifuge off one of the nearby countertops in her free hand as she went. She plopped her son down on the stool next to her work space before dropping onto her own stool in a boneless heap. Closing her eyes to hide her tears from Billy, Martha took a deep breath and got to work.

Working backwards through her husband's formula, Martha's hands shook as she stirred the mixture together in the test tube with a thin metal rod. Sealing the lid, she swilled the formula around twice more by hand, closing her eyes and whispering a silent prayer before sliding the vial into the centrifuge and starting the machine. Gripping her son's hand tightly in her own, she exhaled a breath she did not know she had been holding and extracted the vial once the machine had done its work. Retrieving the small glass vial, she examined her handiwork. The chemicals had settled into a clear dark blue. This is it. It has to be the antidote. This has just got to work. She glanced down at her son. She knew she couldn't just rush off and leave him behind, not while she had no idea where the lizard was. "Come on kiddo," she told him, sticking out her left hand as she dropped the cure carefully into her pocket. "Take my hand and follow me. Whatever you do, do not let go of my hand". The nine year old nodded, sliding his smaller hand into hers. Together, they rushed out of the lab, Martha pulling the door closed behind them and vaguely registering the sound of the lock engaging. I just hope Peter was able to keep him busy.

"Mom." Billy whispered sadly, voice small. "I don't understand what's going on".

"I'll explain when all of this is done pal. I promise".

–AoS–

Limping further away from the edge of the pool and carefully keeping his eye on the Lizard slowly pushing itself off the wet floor, Peter hissed painfully and gripped his side. Pulling his hand away from the suit he swore. The glove was soaked in thick red blood. His vision swam before him and he was struggling to stay on his feet as he staggered over to the wall, biting his top lip in an effort to keep himself awake. I have to stay focused, he reminded himself sharply. I can't afford to let them down. I refuse to fail Doctor Connors the way I let my uncle down. "Well come on then," he taunted the monster on the other side of the pool room, "you can't be getting tired on me now, right?" The creature's response was a high pitch screeching hiss. "Yah, okay pal. I can smell your breath from here enough as it is". Still attempting to catch his breath, Peter slid into a ready stance like a batter stepping up to the plate. Before the creature could lunge for him however, a loud burst of static sounded throughout the campus. Briefly, Peter frowned, trying to place the source of the noise, before it was rapidly followed by a buzz and a familiar voice playing over the campus intercom.

"Spiderman! Lead him to the Campus admin building. I think I may have administered a cure". Martha. Peter let out a sigh of relief before grinning as he turned his attention back to the enraged doctor Connors.

"Come on, Lizzy. Let's you and I go and take a little walk". He took several steps backwards, keeping his eyes on the lizard as it lunged after him, jaws snapping. The lizard sprung forward, Peter dodging out of danger and breaking into a sprint back out the door and down the hall. The beast, dropping to all fours, gave chase, half crawling and half slithering its way towards him. With its tail to propel it forwards, the Lizard was fast, yet Peter was faster still. He pumped his legs harder than he had ever thought himself capable, driving himself forward on sheer adrenaline to keep out of reach of the wickedly sharp claws swiping at his back, doing his best to ignore the burning pain in his side. At last just as he felt sure his body would give out and that he could go no further, they turned a sharp corner and he burst through a massive set of double doors into a wide open courtyard. Across the other side of the yard he spotted Martha standing on the bottom step of a building labelled 'Student Administration', waving her arms wildly in an effort to get his attention. Gritting his teeth and driving himself forward the rest of the way, Peter ran to greet her, jumping the last few feet.

She tossed him a small glass vial three quarters full of a dark blue liquid. "Here Pete! Force him to drink this!" Peter nodded resolutely, turning to face the approaching reptile. He prepared to uncap the vial just as the Lizard tackled him into the ground, sending the pair sprawling in a rolling mass of limbs. The pair wrestled on the ground, Martha staggering up the stairs to avoid becoming tangled up in the middle of the brawl. Peter slung himself up onto the Lizard's back, struggling to cling on as the reptilian monster struggled to buck him off. Thinking quickly and estimating the weight of his enemy in his head, Peter threw himself back, still clinging onto the beast's neck. He toppled over and grunted as he felt the full weight of the lizard topple over on top of him. Seemingly realising his intention, Martha rushed down the stairs to join the pair. Peter held the vial out to her and she swiped it out of his hand. Peter clung tightly to the lizard's neck and wrapped his waist around its arms to keep the creature from thrashing out at her. Seemingly spotting an opening, she rushed into action, pouring the contents of the cure down her husband's throat. Still Peter clung desperately to the thrashing and convulsing lizard, only releasing his death grip a few minutes later when he had fully returned to his human state.

"Alright doc," the young vigilante rasped, tightly wrapping an arm around his bleeding side, "promise me no more genetic crossbreeds".

–AoS–

Doctor Connors sat perched on the edge of his armchair, wrapped tightly in a thick woollen blanket. The dishevelled scientist watched on dejectedly as his wife silently tended to Peter's wounds. "I am so sorry, Peter," he rasped softly. Peter smiled tiredly at his mentor, panting and and gasping through the pain as he waved off the doctor's apology. "I just don't understand it," he continued, sounding as exhausted as Peter felt. "The foreign agent. It should never have taken over the body like that. According to my notes, it was supposed to cause a stable mutation". Placing the needle she had been using to stitch Peter's side back together, Martha closed the first aid kit and gently laid a hand on her husband's shoulder.

"It's okay now". Connors shook his head.

"No it's not. I could have killed someone". The exhausted scientist buried his head in his hands. "I could have…"

Peter gingerly stood up, making his way slowly to his mentor's side. "You could have done something horrible," he agreed. Connors glanced up at him. Peter could see the fear and guilt swimming in his eyes. "And you never would have forgiven yourself if you had. That counts for something. But you know what? You didn't do something horrible. And I'd say that counts for a whole lot more". Martha nodded, smiling at her husband.

"Peter is right, Curtis. Tonight was ugly, but it could have looked a damn sight worse than it ended up. I thank God for our wonderful friends, and for my incredible, gentle husband. Maybe you should too". Connors nodded. He glanced up at them, offering a weak, watery smile.

"Thank you. Both of you. Martha, if you hadn't come up with that cure…" she rubbed his back softly, motioning for Peter to follow her whilst she returned the first aid kit to the bathroom.

"That cure," he whispered softly as they moved away from the sitting room, "is it permanent?" Out of the corner of his eye, he caught sight of Billy Connors watching them from the top stair, staring at him in awe in his shredded suit. Peter smiled awkwardly at the boy as he continued following Martha into the bathroom.

lI don't know yet," she replied softly, glancing back in her convalescing husband's direction. "I'll need to run a bevy of tests to be sure. Thank you for not hurting him tonight. He means the world to this family". Peter nodded, gently laying a hand on her shoulder.

"He's important to me as well, doc. You all are". She smiled softly. Peter sighed as he rolled his shoulders back, glancing wistfully at his watch. "I need to get home. May will send out a search party soon otherwise". She nodded, smirking as Peter glanced at his dismantled web shooters lying on a nearby table.

"I'll get you those by Monday, don't panic. Do you want a lift home?" Peter shook his head as he tugged his shirt on over his costume.

"I'll take the train". She frowned, glancing at the bulge under the shirt where she had bandaged his midsection.

"You most certainly will not, Peter Parker! Wait here, and I'll grab Billy. He could use a trip for ice cream after today anyway. Taking the train in your condition. Of all the asinine…" Peter smirked as she trailed off, still grumbling to herself. He turned, making his way gingerly back into the hall, leaning on a wall as he waited.

"You're the Spiderman".

He turned his head. Billy Connors was peering down at him, the book he had been pretending to read lying abandoned in his lap. Peter slowly made his way up the stairs, carefully lowering himself to sit beside the boy. "Yeah," he admitted, watching the youngest Connors carefully. "I am".

Billy grinned. "That's really cool". Peter smiled at his enthusiasm. My first fan.

"Yeah, I suppose it is. But listen to me Billy, you have to swear you won't tell anybody, ok?"

"I won't"

"No; I mean it," Peter told the younger boy, "you have to promise me, okay bud?" Billy nodded seriously.

"I promise".

"Good," Peter raised his hand, meeting the boy for a fist bump, "nice to meet you Billy Connors; I'm your friendly neighbourhood Spiderman".

–AoS–

Harridanite reconnaissance ship, Antarctica

Friday, October 26th, 2012, 11:15 PM (7:15 AM - New York)

She groaned, rubbing her face as she slowly sat up. Glancing around at her surroundings, Sabrina Hastings did a double take. She had no idea where she was, she realised with a start. Leaping to her feet, she nervously cast her gaze around her. She had been lying on a plastic bed-like table. The walls around her were a gleaming stark metallic silver, between her and the outside world was an opaque door. She stepped forward, pushing against the glassy material keeping her trapped, though it refused to budge. Taking a sharp intake of breath, she pushed with all her might desperately, trying to escape. A figure materialised into being on the other side of the barrier, causing Sabrina to leap backwards as though she'd been stung. The strange brunette on the other side rose her hands in front of her passively. Sabrina narrowed her eyes, glaring at the shimmering figure.

"Peace, Sabrina Hastings," the woman spoke in what was obviously meant to be a soothing voice. Sabrina's gaze darkened further.

"You know who I am?" she demanded. The stranger nodded.

"Nar-Von and I have not removed the Klyntar symbiote from you; to do so at this juncture could prove to be fatal. We will not risk it". Sabrina stared at the stranger. Klyntar? Was that the thing that had bound itself to her? And who or what is Nar-Von? Some sort of alien, no doubt.

"Who?" the woman smiled softly. Sabrina heard a snap-hiss sound, and glanced in the direction of the noise. A tall blonde figure came walking down the hall outside her cell. She blinked, recognising the stranger immediately. The brunette continued.

"Nar-Von is the name my people would give to the one you call Sentinel". Sabrina stared at the blonde superhero as he stopped next to the woman, palm hitting a button next to the door between them. The doors snapped open with a hiss.

"Hi there," the Avenger began.

–AoS–

7:20 AM, Midtown High School, Manhattan

Peter walked into the courtyard, waving as he spotted Gwen sitting on a nearby bench. He walked over to the blonde, sitting down beside her. His friend glanced up from her chemistry book, blinking owlishly and offering him a faint smile. Peter smiled back as he leaned back with a yawn and a slight wince. Gwen arched a perfect eyebrow as she noticed the shift in expression. Peter blushed. "I rolled out of bed and hurt myself this morning," he lied. Gwen giggled softly and rolled her eyes. Peter snorted briefly, not for the first time wishing he didn't need to lie to his best friend for her safety. She glanced at him silently, before turning back to her book.

"You've been pretty clumsy lately," she mused quietly. Peter nodded absentmindedly, leaning his head back and watching the clouds roll over their heads as they waited together for the bell to get to their first class.

"Yeah," he replied. "I guess I have been, huh?" Gwen nodded, still reading. She flipped the page. Peter glanced at her, watching as her blonde hair flowed in the wind. "You're not wearing your headband today," Petter commented softly. Nate had brought her that for a previous birthday, before Peter had met them both, he remembered. Gwen shrugged, brushing a wild strand of hair back behind her hair.

"Yeah. I guess I'm not, huh? I needed a change of style is all" Peter nodded. They had not discussed their oldest friend since Gwen had casually mentioned to the group that she and the other blonde had ended their relationship. Peter still wasn't sure how to feel about the stunning news. For as long as he could recall, his life had consisted of Nathaniel Thomas and Gwen Stacy being a joint pair, even before the beginning of their seemingly inevitable relationship. That, and an unrequited crush on Liz Allen had been the main reasons Peter had never asked his blonde friend out. Knowing that that part of his life was just over was disturbing. He stared at her. Gwen closed her book with a snap, meeting his gaze. "What?" she asked softly. Peter shrugged.

"It's just that I never saw you looking like that. That's all". Gwen nodded and shrugged as she rolled her shoulders back, dropping the book into her backpack.

"You don't like my hair like this?" she asked, voice low. Peter frowned slightly.

"I do, actually," he told her honestly. "I think you might be better suited to this new style, to be honest". Gwen nodded, clearly considering his words. After a moment, she smiled faintly.

"Yeah". She agreed, also leaning back beside him. "Yeah. I think you might be right". Peter nervously took a deep breath.

"Are you planning on anything special this halloween?" he asked her. Gwen peered at him silently for a moment. Peter fidgeted nervously under her gaze, waiting for her to speak. She turned away from him, watching Flash and his friends on the other side of the courtyard.

"I don't really know yet" she told him, though her words were so soft that for a moment, Peter was not really sure she had even spoken. "My normal plans are sort of up in the air right now". She smiled sardonically. "My own fault. At least, partially mine. Why?" Gwen turned to face him once more. Peter felt his breath hitch slightly as she gazed at him expectantly.

"You know how I've been tutoring Harry Osborn?" He spoke evenly. Gwen nodded, eyes shining with curiosity. "Well, we've sort of become - well, maybe not friends, but something like that. I guess?" Gwen nodded again, blinking once. "So, anyway, Harry invited me to a party. At his apartment. For Halloween. This year. He said I could bring someone along for it with me. Your name sort of came up…" he told her. Gwen sighed softly.

"Pete…"

Peter shook his head. "Oh, no, it's not like that! I don't want a date! I just wanted to go with a friend, that's all…" Gwen blinked, before nodding slowly at him. Peter smiled hesitantly.

"I'll let you know when I know what's going on with my normal plans. But I suppose it couldn't hurt to change things up. Especially this year, given the circumstances." Peter nodded. Gwen smiled. He watched curiously as she took a deep breath, glancing up at the sky as though searching for something important he couldn't guess before turning her attention back to him, looking determined.

"Yeah, Pete. I would love to go to Osborn's party with you. As your friend. It has been a while since we hung out normally like that, hasn't it?" Peter nodded with a faint grin.

–AoS–

They stood in the Arctic snow, Sentinel gazing out at the sky above them as he listened to her talk. "So this thing that bonded itself to you, that gave you my powers, it really says it wants to help me?" The Avenger clarified. Sabrina could hear the scepticism in his tone. She nodded.

"Yeah" she replied, wondering again how he was able to keep so warm. "It said it was from a benevolent species that sought out hosts who needed help. Who need fixing, sick people, and stuff like that. It said that it found you on some alien planet, almost dead?" Sentinel nodded. Finally, turning to her, he spoke.

"Alright, Sabrina Hastings, I'm going to trust you. And your suit" he stuck out a hand. Sabrina grabbed the offered hand, pulling him in for a hug.

"Thank you!"

–AoS–

Essexcorp facility, Dallas, Texas,

Friday, October 26th, 2012 8:00 PM

Nate stood outside the facility, waiting for the security officers to return. The rest of his friends sat in the car nearby, watching him discreetly. The guards returned, one of them waving a metal detector over him as he waited. The second guard glanced at the first questioningly, who nodded, lowering the metal detector. "You may follow us", the first man stated, voice low. "If you try anything, we will stop you. Mr. Essex is eager to meet you, and learn how you acquired the genetic sample." Nate nodded silently and followed after the first guard, the second bringing up the rear. He glanced discreetly towards the car where the others sat watching.

They approached a thick metal door, the guard swiping a key card. The door groaned and rolled open slowly, revealing a well lit stark white facility within. The second guard tied a blindfold around his eyes, and the pair led him through the facility. Silently, Nate counted the steps in his head, paying attention to the twists and turns in the path. After a while, he heard a ding, and felt them leading him into an elevator. He felt his stomach lurch slightly as they descended into the facility. After a few minutes, the elevator dinged once more as it came to a halt, the doors opening. They led him once more through the halls, and after a while, he heard the first guard opening a door. Stepping inside, he heard a voice address the guards. "Remove the blindfold. And leave us". The blindfold was pulled off of him, and he found himself in an office.

A portrait hung above the mahogany desk, depicting the same brunette with green eyes and a red diamond symbol on his forehead. The man smirked slightly as Nate stood before him, waving his hand almost dismissively, gesturing for him to sit across from him. Silently, he made his way over to the desk, sitting down across from the other man. "Nathaniel Essex, I presume?" he asked. The brown haired man nodded, gazing at him silently.

"Correct. Now, Emma tells me you have DNA from Sentinel?" Nate nodded.

–AoS–

Manhattan, New York City, 9:12 PM (8:12 PM Dallas)

The grey haired man took in a deep breath and wiped the bead of sweat from his brow. With a faint groan, he ran a hand over his face to wipe away the rest of the sweat, and readjusted the goggles that sat over his eyes. The scientist grit his teeth. So tired, yet I do not dare rest, even for a moment. Scientific progress waits for no man. He glared at the Oscorp logo on his lab coat as he continued to work. Osborn would regret threatening to cut off his funding. Doctor Otto Octavius was deservedly the true face of Oscorp. The most famous scientist alive. His nuclear research had already contributed much to the study of Nuclear fusion, and his latest design would change the world even further. He slowly tapped several keys, watching silently as the harness was raised off the table, and slid down over his head.

The robots quickly tightened the harness around his torso. Otto grunted softly as the bolts strapped the harness tighter. The arms - miracles of engineering - had begun as a simple means of performing delicate experiments with more precision, though they had since developed further into his personal lab assistants. The arms had nullified the need for anyone other than Otto himself to work in his personal lab, allowing Osborn to lay off several of his assistants, and ensuring Otto would have no one in his way whilst he worked. The solitude was just the way Otto liked it, with no one to interfere. Why should I have to spend more than a few moments with the mediocre excuses for physicists Osborn insists on employing? I am a future Nobel laureate! If it were up to me, I would see every one of those dolts fired!

Otto stood in the centre of the lab, his metallic tentacles writhing around him, the arms moving his equipment as needed. In his hands, he held a set of blueprints, using the neural chip on the back of his neck to direct the arms as they worked. As much as he despised his employer, he could not deny the other man's value; Oscorp had provided him with holographic projectors that could be utilised to produce near life-like models, though Otto normally refused to trust or rely on tech he had not developed himself. The physicist regarded his plans, smiling to himself. A miniaturised nuclear reactor, an improvement on Stark's Arc reactor. Near infinite possibilities. An explosion rocked the far wall of the lab, shaking him from his reverie. Reflexively, the metallic tentacles slithered around their creator, shielding him from physical harm. A klaxon alarm sounded throughout the facility in response to the damage. What in the name of Darwin?!

Otto peeked out from within the protective circle of his arms. The wall had been shattered almost completely. Stood on a pile of rubble was a crackling blue figure in tattered clothes. The other man's body was covered in ghastly scars and burns. Octavius lowered the arms slowly, stunned by the sudden interruption. He glared at the blue man. "What is the meaning of this?" Otto demanded, staring at the stranger and removing his goggles. The other figure stared back, eyes wide.

"Fix me", the stranger rasped.

Otto's eyes narrowed. "I do not understand who you are, but you cannot be here. You are trespassing upon Oscorp property. Within my laboratory!"

"Fix. Me!" the other man shouted again, more urgent this time. The stranger charged at Octavius, energy crackling around his body. The blue skinned man did not get far before being batted aside by two of the tentacles, sparks of energy flickering across the metal briefly. Otto grit his teeth. The other man soared through the air like a rag doll, slamming into a nearby work bench. Octavius blinked, surprised by the reaction. He had never used his arms for such a course of action before. He walked slowly towards the dazed stranger, one of his mechanical arms pulling a nearby switch as he moved. A blaring klaxon call sounded throughout the tower. "Do you hear that, you moron?" Otto sneered at the younger man. "You have one last chance. Security has been alerted. They'll be up here soon enough. Last chance. Either you run now, or you surrender and take your chances with the police. We're almost eighty storeys up, Otto mused as he moved closer to the dazed stranger. I don't know who this fool is, or how he got up here. I admit, I'm a little curious about that part, but no matter, Otto reasoned as he glared at the young fool. The idiot was muttering something now, whispering to himself.

"What?" Otto snapped. "Speak up you dolt!" The blue skinned freak glared up at him.

"You've killed me," he rasped softly. "I'm dead". Otto rolled his eyes.

"I assure you boy, you are not dead. You're very much alive. At least for now". The blue idiot shook his head.

"No!" he rasped again. "I'm dead. I'm dead already. I have no life. Unless you fix me! All I wanted was for you to fix me!" The stranger threw out his arms, his entire body erupting in a burst of energy. Otto let out a stunned howl as the other man exploded, energy erupting out from his body as the brilliant scientist felt himself being thrown backwards. The entire room around them was torn apart. Thousands of tiny shards of glass soared through the air as the windows shattered. The security alarm continued to blare.

–AoS–

Aunt May was sitting perched on the couch as Peter came running in the front door. She glanced up as the door shut behind him and he entered the living room. His aunt was silently counting a stack of bills, more laid out on the coffee table before her. Since Ben's death, May had taken up teaching music lessons around town again, and was also looking for a second job to supplement her income and pay for her expensive treatments. Peter had been desperately looking for work of his own to help her, but thus far he'd found nothing. Finishing the count, his aunt stuffed her pay into an envelope as Peter stepped into the lounge room. "Peter" she greeted, voice dangerously casual. "Did you have a nice time with doctor Connors?" Peter winced.

"Sorry I'm late, Aunt May. The subway was slow tonight". His aunt sighed and stood up with his help, placing a hand gently on his cheek.

"I'm sorry for being so harsh. I just worry so much, especially after Ben. I don't want anything to happen to you, Pete". Peter nodded and hugged her softly.

"I know, I'm sorry too". She smiled and kissed his cheek, before turning to leave the room and head upstairs. "I'll see you in the morning. Make sure you eat something before you go to bed, you hear me young man?" Peter nodded, watching as she made her way to her room.

"Yes, Aunt May. Good night".

"Good night, Pete". She replied, bedroom door shutting behind her. Peter made his way into the kitchen. He smiled fondly as he opened the fridge and found a plate of meatloaf waiting for him. He pulled it out and made his way towards the microwave. As he went, almost instinctively, he switched on the radio Martha Connors had provided him with, switching it over to the police frequency. "All unite, be advised" the stranger's voice crackled on the other end of the line. "Security alarms triggered and reports of explosions at Oscorp tower. All units be advised; initial reports indicate enhanced individuals involved. Repeat, all units be advised…." The voice trailed off into a sea of static. Peter groaned as he slid the plate back into the fridge and glanced up towards his aunt's room. The room she had once shared with his uncle…

No nights off, Peter reminded himself solemnly. He glanced at a nearby family photo. No breaks. No time off. He pulled on his mask and rushed out, tugging off his jumper and pants, and swinging off into the cool night towards Oscorp.

–AoS–

Yuri leaped out of the cruiser as Kate pulled up along the sidewalk outside Oscorp. A plain clothes officer rushed towards her. Yuri glanced up at the tower. High above their heads could clearly be seen several shattered windows. Brief flashes of light could be made out within. "What's the situation?" She demanded.

"Oscorp security reported alarms being set off in one of their high security lab spaces. They're concerned about a potential leakage of volatile chemicals. The tower has been sealed off, and we've blocked off the streets to keep people away from the tower. We haven't had any reports of casualties from within the tower yet. Security are still trying to get up to the lab, along with some of our guys. There's concern the tower might come down. Looks like the structural damage keeping us from accessing that floor is pretty extensive. I was just about to call for an evacuation of the building" the officer rapidly rattled off. Yuri nodded as her partner made her way over to them. "Good. Do it". She told the other officer.

"Alright, well" Kate was cut off by a rush of wind. The three glanced up as the officer's hat was blown off his head. A red and black blur flipped through the air above them and into the tower. Beside her, Kate swore.

"He's here" she turned to the other officer. "Get dispatch to send a S.W.A.T team and get a chopper airborne". The man nodded and rushed off to complete his assigned task. Yuri glanced up at the open window Spiderman had just leaped through. "Lets snare ourselves a Spider" she told her partner grimly. Kate nodded.

–AoS–

"You know, it's fascinating. DNA." Essex stated as they walked through his facility. The dark haired man entered a code swiftly, activating the door which slid open in front of them with a hiss and release of smoke. Nate nodded as he followed the man deeper into the facility. As they walked, he used his X-Ray vision to scan the entire compound, locating his missing friends. All he had to do was find a way to get away from Essex, and he could go free them. He slid his hand into his pocket, discreetly as possible sending a message to Kitty. 'Found them. Basement level sub 3. South east Corner. They seem to be more or less okay.' Essex smiled slightly as he glanced at him. "It's funny. You never actually mentioned how you got the DNA you wanted to sell". Nate glanced at the other man as they entered the Elevator. Essex waited, hand on the button holding the doors open. Nate could not risk hitting the button to close them without annoying the other man.

"We agreed on DNA for a fee. We didn't agree on sharing our life stories with each other". He replied as casually as possible. Essex laughed.

"It's true. We didn't, did we? No matter. You can keep your secrets. It is only the genetic material that I'm after. Besides", he turned to regard him as he released the button, allowing the doors to finally close before hitting the button for their destined floor. "It doesn't really matter. I can figure it out for myself, if I really need to. Tell me. What is your mutation?" Nate glanced warily at the other man before replying.

"I don't have one. I'm not a mutant". Essex blinked, then chuckled.

"My, my. Friends with Emma, and not even a 'Homo Superior'? Truly, you are a fascinating young man, aren't you? Yes indeed. A truly fascinating man, for a fascinating situation". Nate glanced briefly as the man, nodding warilly. Essex hummed thoughtfully, opening a door and gesturing for him to enter. Nate did so, finding himself in a pristine laboratory, Essex following behind him. Two strange metallic pods rested along the back wall of the lab, a silver table with two chairs situated between them. Essex gestured to the table. Silently, Nate sat in one of the two seats, watching the geneticist moving around the lab. Essex stopped as he opened the cabinet, digging through it as he searched. The dark haired man removed two small devices before turning to face him once more with an amicable grin. "You know," the scientist began voice friendly as he thumbed one of the devices in his hsnds, "DNA truly is fascinating. Just like you. But here is the most fascinating thing of all; Coincidence". Nate glanced up, raising an eyebrow. The scientist was still smiling amicably. "Yes," Essex nodded, almost to himself. "Coincidence truly is one of the most fascinating forces on earth. Including the one in which, in one week, I purchase Sentinel's DNA from Victor von Doom, then later that same week, a stranger, a friend of the mutants I have imprisoned in the basement of this very facility, reaches out to sell me even more DNA from that same source. Of course" Essex's smile turned cold and predatory. "In my experience, such a coincidence cannot indeed be a coincidence".

Before Nate could even process the other man's speech, a figure launched itself at him from above and he felt a series of sharp pains across his body before he knew no more, staggering back and falling onto one knee before falling into an unconscious heap.

–AoS–

Peter flipped into the tower through the broken window, landing on the ceiling and carefully crawling along the surface as he searched for survivors in need of aid or enemy combatants. Peter felt the hair on the back of his neck stand up as several arcs of electricity shot through the air. Groaning, Peter flipped through the air, doing the best he could to dodge and weave through the deadly energy crackling around him, though it was impossible to avoid all of the lightning. Electro bellowed as he recognised Peter, unleashing an even larger barrage of electric energy. Peter yelped as he was struck centre mass and sent flying into a nearby wall. "Why won't you just leave me alone, you stupid BUG?!" the other man snarled. Peter groaned once more and shook his head to clear his frazzled mind.

The floor beneath them cracked in two, leaving a massive crater in the centre of the room. "Spiders", came a cold voice from below as two strange appendages shot upwards, attaching to Electro's neck. "Are arachnids, not bugs. You worthless imbecile". A middle aged man in a lab coat raised himself up through the hole in the floor on two long metal arms, the appendages wrapped around electro having revealed themselves to be a second pair of additional arms. Otto Octavious. Peter recognised as the man flung Max Dillon across the room and strolled up through the hole towards the dazed Electro. "And now," Octavious snarled, "dead man. Time to put you out of your misery." Peter leaped into action, firing a web at the metal brace on the doctor's back to pull him back.

"Oops. Sorry Doc. I'm a huge fan, but this guy needs help, not an executioner". He pulled Octavious away from the electrified man with all his strength, even as the doctor let out an enraged yell. Electro let loose a massive barrage of lightning, which engulfed the doctor and Peter behind him. Peter released his grip on the web. "Hey! What gives, stormy?! I just saved your life! Maybe try some gratitude next time, huh?"

Electro narrowed his eyes. "I'm already dead!" he howled in horrified rage.

Octavius picked himself up off the ground, tentacles lunging at both Electro and Peter at once. Peter fired several globules of web, slamming them into the fingers at the end of the tentacles flying in his direction to keep them from grabbing hold before leaping through the air to catch the other two tentacles in mid air before they could reach Electro. Sparks slammed into his back and he felt his teeth clench as his entire body seized violently.

A/N: I am SO sorry that this chapter took so long. It was like Pulling teeth. Originally, it was going to keep going, covering the rest of the fight between Peter, Electo, and Octavius, the events unfolding between Nate and Sinister, and then Nate following up on his promise to Yuri by confronting Spidey. Due to the wait for you guys, and the sheer pain it's caused me, I have instead made the decision to split it in two. Thanks to anyone still following this journey.