A lone drop of water fell from the ceiling in a sewer lit only by the small amount of light trickling through the opening of a manhole cover. It fell gracefully, though its life was destined to be short as it splattered upon a man's sweat-soaked face.

Otto Octavius's eyes snapped open, his mechanical tentacles swinging into motion. Each one implanted itself into a wall in the sewer, fixing Octavius in place.

The Doctor wracked his brain, unsure of how he had gotten here. It was all a blur–one moment, he was having a discussion with Parker and Utonium in the Lab, the next he found himself sweat-soaked and laying in the sewage system of New Tokyo.

"I should call Utonium…" Bits and pieces started to come back to him. He fished his cell phone from his pocket, only to see its screen shattered beyond any modicum of usability. "Of all the times to be broken-"

"No!" Octavius was surprised at his own vocalisation. He hadn't thought to say anything, yet it had come from him nonetheless. "You don't need Utonium's help."

His mechanical arms detached from the walls around him one by one, snaking their way back towards his waist. He dropped down onto his knees, shuffling over towards the flowing sewage.

"Yes, I do. He's the only chance I have of getting these accursed mechanical abominations off of me!"

"It was Utonium's fault you were experimenting on Chemical X in the first place!" The sentence came with a grizzly snarl. "It's Utonium's fault you're like this!"

"That can't be…"

"You know it to be true," his other told him. "So you should use your gift. Use it to tear down everything Utonium has built up."

"But I can't… Those Powerpuff Girls Z… they're his creations! I can't destroy them!"

"Not yet, you can't. But Utonium isn't the only one who can create 'little helpers'." Octavius lifted himself from the ground. His mechanical tentacles were under his control… for now.

"Chemical X… I can use it to… give gifts to others, too."

The other voice seemed to fade away as Octavius understood his purpose.

"Utonium… your days are numbered."

— — —

"Ken?" Peter asked as he knocked on the young scientist's door. "I've got some breakfast for you, if you want it."

Peter waited a few seconds for the now-deceased Utonium's son to respond, but received nothing.

"I'll, uh… Just leave it here, okay?" Peter placed the plate of omurice on the floor in front of the door. Momoko watched from farther down the hallway, her lips pressed together tightly.

"Do you think he'll be alright?" She asked, her voice low, moving her right arm to grip her left elbow. "It's already been a week since the funeral…"

Peter turned towards her, silently thanking her for not speaking in her usual loud tone.

"It'll take a while, but he'll be okay. He just needs some time to himself, that's all."

Even though Peter hadn't known the Professor for very long, he had still become well acquainted with the man. He was easy to speak to and always happy to help solve an interesting problem. The girls had known him for much longer so, while they weren't as strongly impacted as Ken was, it almost certainly had taken a toll on them emotionally.

"How about you?" Peter asked. "Are you holding up alright?"

She didn't respond for a few pensive moments, before nodding slowly. "I'll figure it out."

"Alright." Peter caught a glimpse of the clock in the kitchen, noticing they'd have to leave for school soon. "You should probably check on Miyako on the way to school. She seemed like she was in pretty bad shape yesterday."

"Mhm. She… knows what it's like to lose her parents, so this probably brought up some bad memories. And she was the closest to the Professor out of all of us."

"I'll leave it to you. You should probably get going then, if you don't want to be late for class."

She smiled a little. "If we're running late, we can transform to fly there as fast as we want."

"Yeah, yeah." Peter dryly chuckled, jabbing his thumb in the direction of the door. "Just get going."

"Maybe you should leave first," Momoko countered. "Considering you can't fly, and all."

"You've got me there." Peter hooked his arm through his backpack that was laying on the kitchen counter before heading out the lab entrance. As he trod down the footpath in the direction of their school, he turned upwards and watched as a pink streak made its way across the sky overhead.

While he walked, Peter reminisced over what had happened in the last few weeks. He'd gotten bitten by a Chemical Z infused spider which gave him superpowers, he'd designed some equipment, and he'd fought in two battles. The first battle he won, though it wasn't exactly a stellar performance. The second one, however…

When he had first gotten his superpowers, he had convinced himself he didn't want to be a superhero. But when he saw Octavius out in the city, he felt an urge from inside him… spurring him to protect the people nearby.

Then, when Octavius had lost himself in the lab, he had taken Utonium hostage, so there was no question whether he would get involved or not. But if Peter had been better prepared… If he had his web-shooters with him…

It was best not to think about what had happened too much. Not when he was alone and would be able to brood uninterrupted. Utonium had wanted Peter to be a hero, helping out the girls with keeping the city safe, so he would have to do so now.

His super suit, which had been upgraded recently, sat folded at the bottom of his backpack. His web shooters sat on top of the suit, a full cartridge of webbing loaded in each. He had placed a jacket over the top to hide them in case anyone went poking around inside without his permission.

Peter rounded a corner, watching as the school's fence came into view. He could see a few students mulling about, bemoaning the fact that classes would start soon. In the courtyard, he spotted Momoko and Miyako chatting on a bench, as well as some of his other classmates playing soccer on the field. Miyako didn't seem to be in a much better mood than when he'd last seen her. Her back was curved into a slight slouch and her head was tilted downwards.

Peter looked towards the soccer field, expecting to see Kaoru running about, showing up all the other students. He'd seen her do it before, but it didn't seem like she was here at the moment. Peter wouldn't be surprised if she didn't arrive until halfway through homeroom, but that was neither here nor there.

As he passed through the school gates, Momoko noticed him and waved. Miyako took notice of this, straightening her back and turning towards the direction her friend had gestured. She offered a small smile as a greeting, but not much else.

Peter gave a small wave in return, but decided it was best not to join in on their discussion. He knew Momoko and Miyako had known each other for years, and the person best suited to cheering up the blonde was almost certainly already sitting right next to her.

Despite her joking and generally unserious attitude, Momoko was actually surprisingly considerate of the emotions of those around her. Or at least, for those around her that she cared about. Peter had overheard some of the things she had said to Himeko Shirogane, and from the sound of it Momoko definitely didn't care about that girl's feelings.

By the time the school bell sounded, Peter had already taken his seat inside his homeroom class, glancing out the window to watch the stragglers filter into the school building. He settled in for the school day, hoping the day would pass by quickly.

— — —

Fortunately, it did. Peter normally answered a fair few questions in class, so any teachers that had noticed his lack of involvement recently had decided not to call it out. Before he knew it, the final bell chimed for the day, signalling the end of classes.

"Don't forget to review chapter 12 before next class!" Their chemistry teacher called above the chatter as the students gathered their belongings to read. Peter probably wouldn't bother with the review, considering he knew the content well enough already. Besides, he had more important things to handle.

He glanced at Momoko, who had already made her way towards Miyako and Kaoru to drag them to the roof of the school building. Peter figured she was going to take them on a patrol of the city, likely as a form of stress relief for the blonde Powerpuff.

Peter wasn't going to join them on their patrol. He needed to get back to the Utonium Lab to continue what he'd been working on since, well…

Regardless, the fastest way back to the Lab would be for one of the girls to carry him there, so he slipped his backpack onto his shoulders and hurried out of the classroom.

When he finally arrived at the roof of the school building, he saw the three girls sitting on the brick railing circling the school, leaning backwards against the chain-link fence.

"Yo," Kaoru greeted him with a lazy wave of the hand. "We'll be leaving in a sec, you coming?"

"No." Peter replied, slightly more bluntly than he intended to sound. "I was wondering if one of you could drop me at the Lab."

Kaoru opened her mouth to respond, however Miyako beat her to it.

"I can take you to the Lab," she said, smiling. She probably wanted to see if Ken had come out of his room. She stood up, grabbed her belt buckle device, and in a flash of light she had transformed into Rolling Bubbles.

She hurriedly grasped Peter's wrist in one hand before shooting into the air.

"Wooooah!" Peter exclaimed as he felt the joint in his shoulder creak. His body, while resilient, was not prepared for such a rapid acceleration.

"Come to New Tokyo Tower when you're done!" Momoko yelled after them, stretching her arms above her head and sighing as she lost sight of the pair in the distance.

The wind whipped Peter's face as Miyako flew him maybe a touch faster than what she normally would have considered safe, but he couldn't really complain when he was saving this much time.

They passed through the automatic window in the main room of the Lab, touching down softly next to the jumbotron-like video screen.

"Welcome back," Ken called towards them from across the room as he typed away at one of the Lab's many computers. The plate of pancakes Peter had brought him this morning sat half eaten beside him, while Poochie lay curled up at his feet. "Do you need anything?"

"Ken!" Bubbles squealed, shooting towards him and wrapping him in her arms. "Are you feeling better now?" Her tone made it seem as if she hadn't been struggling almost as much as he had.

"I spoke with my mom," he said, patting Bubbles' right arm which was currently coiled around his neck. "She said she can't come home right now because of some safety concerns with the landing module."

"Wait," Peter was surprised by Ken's reply. He'd heard he had a mother, sure, but he had assumed she was completely absent from his life for one reason or another. "Your mom isn't here because… she's an astronaut?"

"That's right," Ken responded, squirming in a vain attempt to escape the blonde girl's constrictor grip. "So, like I already asked, do you need something?"

Peter put a hand on Miyako's shoulder, so she loosened her grip on the black-haired boy genius. Ken slipped out of her grip and moved towards where Peter had been working the past week and a half.

"Is this…"

"It's a Chemical X tracker. Since Chemical X isn't stable, I figured we could track the radioactive particles it emits as it decays."

"Will it work?" Ken asked, picking up the large handheld device with wires strutting out of more places than not. It consisted mainly of an FPGA and a breadboard connected to an array of sensors and a small display matrix.

"Not yet, I was in the middle of making some changes… and I still need to write an algorithm to filter out the background radiation. But once it's working…"

"We can track down Octavius and put a stop to him for good."

"That's the idea, at least… But it might not be sensitive enough to pick up Octavius himself, only the containers of Chemical X when he takes them out of containment."

"And the range would be a few kilometres at best…" Ken placed the device back onto the workbench. "You should probably get going on your patrol, Miyako."

Miyako nodded and, with one lingering glance back at Ken, shot up into the air in a streak of cyan light to reconvene with the other two Powerpuffs.

"You should go too, Peter. I'll see if I can get this working."

"Are you sure? I can help-"

"I'm sure."

Peter wasn't going to argue with the boy. Ken was a smart kid, but if he needed some time alone then he had every right to get it. Peter left the room to find a convenient place to change into his suit, then took his backpack off his back and placed it onto the ground.

The goggles that had previously passed as a mask before had been augmented with a full red face mask with a black spider web pattern, matching the rest of his costume. The mask travelled down his neck before being overlapped by the red and black hoodie. The hoodie was now completed with its web pattern, and even had small triangular-shaped webs linking his biceps to his torso.

His gloves were no longer fingerless; Peter had made the decision to close them off after discovering his adhesion does work through thin materials, which helps to protect his identity. He had closed off the mask for a similar reason. His boots had been slimmed down a lot, to the point where they almost merged with his pants, and his soles were low-profile to allow him to cling to surfaces with greater ease.

The design of his web-shooters had been modified to fit underneath the sleeve of his hoodie, with specially-designed nozzles to pass through and lock into the ends of his sleeves. They also featured a small display, so he would be able to monitor his level of web-fluid by simply glancing at his wrists. Unfortunately, Peter had still not had time to design and integrate a head-up display into his goggles, but he figured he'll likely do it when he completes the Chemical X tracker.

He reseated his bag on his back, figuring he could use any time he wasn't fighting crime to get some schoolwork done, and with his improved costume, Peter shot a webline towards the opening in the ceiling and launched himself out of the Lab to begin his patrol for the day. Of course, the Lab had no adjacent buildings, so Peter shot two weblines onto some heavy-duty antennas on the building to create a makeshift human slingshot. He took a few steps back, his feet adhering to the ground to step much farther backwards than he otherwise would have been able to.

"Tally ho," Peter muttered, lifting his feet off the ground. Nearly instantly, Peter was launched across the greenery surrounding the Lab towards the rest of the Setagaya Ward of New Tokyo. He reached the apex of his launch fairly soon, as he had chosen a shallow angle in order to not get too injured if it went wrong, however he was soon able to attach a webline onto one of the apartment buildings nearby.

Swinging was no easy feat. The amount of strength he needed to use to not lose momentum with each swing was astounding–completely impossible for any regular human. But for someone with the proportionate strength of a spider, Peter had more than enough muscle to swing better than any acrobat's wildest dreams.

The real difficulty in swinging, at least for Peter, came in placing his webs. He couldn't just shoot them anywhere, otherwise he'd slam into buildings, signs, and light poles constantly. He had to make sure they were high up and not too far away from him so that he'd hit the ground in the swing while also alternating left and right.

Swinging between skyscrapers would be trivial… once he mustered the courage to face the extreme danger he'd be in if his web shooters failed, of course. Because of this, Peter had elected not to swing too high unless he was near the Powerpuff Girls Z (who would be able to once again catch him if he fell).

He supposed he could probably angle his falling body towards one of the buildings and slide down the wall while slowing himself with his stick-em powers, though he wasn't exactly willing to test his theory unless he had no other choice.

Regardless, Peter made his way towards the Central Business District of New Tokyo, keeping an eye out for any ne'er-do-wells or suspicious persons, as well as looking for any sign of the still missing Otto Octavius.

It was only around quarter to four at this point, so there was still a little over four hours of daylight before any street crime would really get going. Swivelling his backpack around his left shoulder, he dug his arm into it to fish out his mobile phone.

He opened his contacts list, conveniently finding Akatsutsumi, Momoko right at the top, though he only had a handful of contacts saved in his phone, so it wasn't particularly unlikely. He pressed the call button and held the phone to his ear.

The call tone played for a few moments before clearing out.

"Peter?" Momoko's voice called from the other end of the line. "What's up? How are things at the Lab?"

"I'm not at the Lab right now. I was wondering where you girls were… so I could maybe join you on your patrol?"

"Oh, alright. We just finished up with Minato Ward, so why don't you meet us in Shibuya?" The redhead suggested. "If you're still fairly close to the Lab, Shibuya Station shouldn't be too far."

"Shibuya Station is the one with the Hachiko statue, right?"

"That's the one! We'll meet you at it in 20?"

"Sounds good to me. See you there." With that, Peter hung up the phone.

Peter didn't actually know the way to Shibuya Station from here (or anywhere, really) so he pulled up Google Maps.

"You know, I could probably use this to test just how quickly I can web swing…"

He checked the current capacity of his web fluid, then took a note of the roughly 6 kilometre distance and the current time before pocketing his phone and resuming his swinging.

Regardless of how fast he may or may not have been travelling; swinging on webs sure felt speedy. He was never motionless in any axis nor direction (disregarding inflection points). He was making fairly steady progress in the z-axis (parallel to his direction of travel), but his position in the y (up) and x (horizontal) axes were fluctuating with each swing.

As the buildings got taller, Peter began swinging higher. Larger arcs, greater speeds; he even started doing a few flips between swings. Sometimes he'd screw up his alignment and have to run along the wall of a building while holding a webline to avoid slamming into the wall, before leaping off the wall at the end to continue his swinging.

He pulled out his phone a couple times to check the directions (though it kept trying to put itself into Car Mode because of the speed he was moving at), but he eventually found his way into the heart of Shibuya. The station wasn't much farther, so he continued on his way.

He soon caught sight of the Hachiko Statue, along with the three Powerpuff Girls; or at least their colours, anyways. Their pastel pink, sky blue, and electric green stood out no matter where they were. They seemed to be chatting with, signing autographs for, and taking selfies with passers-by. They'd probably been waiting for a while.

"Maybe I'll give them just a liiiittle more selfie time," Peter spoke to himself, perching on the edge of a nearby roof. "Momoko and Miyako seem to be having fun."

He pulled out his phone to check the time. It hadn't taken too long to get here, so by his rough mental math he'd been swinging at around 50-60 kilometres per hour. Nothing crazy, but considering he didn't need to stop at intersections like any car would have to, he probably travelled twice as far as a car would have in the same time. The girls would blow his time out of the water though; their flight speed was incredible.

"That's probably long enough, right?" Peter asked nobody in particular. With nothing more to say, Peter leaped towards the statue, only slightly under-shooting it, landing just behind Buttercup.

"About time you finally showed up," she remarked, leaning her head back to look at him while staying seated on the bench.

"Hey, it wasn't that long… right?"

"Whatever." So it wasn't really a problem, she was just making conversation. "You still going by Spider-Boy?"

"I never went by Spider-Boy! Blossom came up with that one!" Peter vaulted over the back of the bench to sit down. "Call me Spider-Man."

"Hah! Don't you think you're a little young to be calling yourself that?"

"Better than a childish name like yours, 'Powered Buttercup'," Spider-Man said, enunciating with air quotes.

"Tch." Buttercup cracked a small smile. "Whatever you say, Kid Arachnid."

Spider-Man grumbled incoherently to himself, looking over to where the other two Powerpuff a were. It seemed they had stopped chatting to the public, as they were all looking directly at him instead.

"Is that the guy from a few weeks ago?" Someone asked, probably referring to the incident with Octavius in the city. "So he is working with the Powerpuff Girls. I need a picture for the Bugle!"

"He saved my cousin from that Octopus guy!" Some woman from the crowd called.

"I guess I can do a picture," Spider-Man said, standing back up. "Do you want just me or do you want the girls in it too?"

"One with, one without."

"Alright then, you're the boss. How do you want me to pose?"

It was only a few minutes later that Spider-Man found himself zipping into the air to begin his patrol with the Powerpuff Girls Z.

— — —

"Hey Matchstick!" the grating voice of Himeko Shirogane called out before homeroom class. "You like those superhero types, right?"

Momoko, not used to the self-proclaimed 'Princess' of the class calling out to her (especially not using a nickname like that), was a little slow to reply. "...Yeah?"

"Looks like a new model just arrived." Himeko leaned her smartphone towards the redhead, showing off a news article headlined 'New Hero in Town? Spider-Man takes to the streets!'. "It says here that he was also at that incident with the octopus guy a couple weeks ago, but nobody got a photo of him."

The article's cover photo was the picture of Spider-Man and the Powerpuff Girls Z had taken together in front of the Hachiko statue. Spider-Man was leaning one arm on Blossom's shoulder (well, Momoko's own shoulder), while holding a peace sign with the other. Bubbles was at his other side, smiling with her arms wrapped around her bubble wand.

Momoko glanced at Miyako, who seemed to be doing pretty well today. She was deep in conversation with Kaoru, who had her chin planted firmly onto her desk like she did not want to be here.

Buttercup was in the background of the photo, out of focus but definitely present. She was slouched on the bench, looking like she wanted to be anywhere in the world but in that picture.

"Oh yeah I totally met Spider-Man already!" Momoko told the younger Shirogane daughter, placing her hands on her hips in some strange form of pride. "He was at the Lab the other day, actually. He's more of a Spider-Boy than a Spider-Man though."

"Riiiiiiiiiiiiight…" Himeko didn't seem impressed; she probably didn't actually believe Momoko. "I'm surprised you're still interning at the Lab, because didn't the Professor… well…"

Momoko's positivity instantly plummeted to the lowest they had been in the past week. "Well, there hasn't been much to do there, lately…" she admitted. "The Professor's son is there though, he-"

"And now I've decided I don't care." If this wasn't more akin to Himeko's usual personality than how she had spoken a moment ago, Momoko might have assumed she was trying to distract her from recalling the death of the Professor. "You can go back to where you crawled from now."

"Gee, thanks." Momoko caught sight of something else to attach her attention to–Peter had just walked into the classroom. She flagged him down, returning to her own preferred desk.

Peter was a little surprised. Momoko had waved to him from a distance at school before, but she had never directly interacted with him.

"What's… up?" He asked, dropping his backpack beside the desk adjacent to Momoko's.

"Why are you being so cautious?" Momoko prodded, adjusting her hair to fit an orange lock behind her left ear. "Relax, all I'm looking for is a Chemistry Lab buddy. We have to form pairs for the assignment, don't we?"

"Do we?" Peter couldn't remember. He hadn't been paying much attention in class lately.

"That was rhetorical. We definitely need to form pairs." Momoko's specification didn't seem to matter though, since Peter had already pulled up the assignment on his phone. "Oh, it's just weekly practicals. Should be easy as pie."

"Maybe easy for you," Momoko corrected him, "but the rest of us aren't chemistry geniuses, genius."

"Alright then, I suppose I can be your Lab Partner."

"Sweet! Perfect A grade, here I come!"

"You do realise not all of our assignments will be pairwork, right?"

"B Minus, here I come! Oh, give me your hand."

Peter was a little confused by the sudden change in focus, but complied with her request. Momoko used her left hand to flip Peter's hand over, before using her right hand to shake a few Konpeito from a carton into his palm.

"Thanks?" Peter made a mental note that she probably always had candy on hand. "But I won't be doing all the work. You have to do your part, too."

"Do you really think that poorly of me?" Momoko joked, taking a handful of the Konpeito into her hand and shoveling it into her mouth. She shut her eyes and smiled, stretching her arms up into the air.

Peter clicked his tongue, before popping a piece of his 'payment' into his mouth.

"Hey, this is actually pretty good."

"I know, right?"


So apparently I'm not dead. I'm honestly shocked. In all seriousness though, this one took waaaaay too long to get out.

I don't have much to say here today. This chapter was a building block in moving forward with the story, but there wasn't any action unfortunately. Fret not; the next chapter will (if I ever get around t releasing it).

I'd be happy to hear your guys' thoughts on the story so far. Any concerns, things you didn't particularly like, anything. It's nice to hear from people who read something I wrote.