Got the worst review ever last night: said the way I write Ochako is 'kinning' and also said I write her very… "Velma-esqe", like in that shitty MAX series with Mindy Kaling.

…I have NO fucking clue what they mean by that.

So, here's an extra long chapter- haven't had one of these in a while.

Anyways, here's your chapter. Here's the Discord: /cgFmXz3qJ5


The group entered another room- this room was larger, more spacious. Iida looked around and noticed a lot of desks and lab setups.

"This room's for some chemical and polymer testing." Melissa said. "Thankfully all the chemicals are held in a different room, just in case someone tries to make something...questionable."

"Oh, so smooth sailing from here?" Sero said.

He really shouldn't have said anything.

Momo took a step forward, and felt something brush her leg. She looked down to see a pink wire- her eyes widened, as she stepped over. "I think someone's in-"

Momo immediately tripped another wire, and set up a massive trap.

Momo's words were immediately interrupted by a barrage of glassware being flung at them from across the room. The group ducked for cover as all manner of beakers flew at them and shattered against the wall, raining down shards.

"It might be a bit cliche," a new voice said, "But...why not? Welcome to my parlor."

Dangling from a thread on the ceiling, the girl descended. "This is as afar as you'll go, kids. I know all of you- Uraraka Ochako. Tenya Iida. Izuku Midoryia. Melissa Shield. Tokoyami Fukimage. Hanta Sero. Momo Yaoyorozu. Jirou Kyoka...I'm afraid you won't be the heroes to save the day."

Ochako grunted, as she noticed some cuts on her arms. She clenched her fists. "Oh yeah?"

"We thought you were just some kids who needed a bit of discipline...but now that we know that all," ESPider's gaze turned to Melissa, "most of you are heroes-to-be, well...I'm sure you get the picture. Besides, not like you have any advantage here."

Ochako's eyes narrowed. "...Izuku. Take Melissa and get out of here. On my signal."

"Uraraka?" Izuku asked.

"I'll catch up with you, promise." Ochako said. "She's just in our way. I'll take of her as fast as I can-"

"We'll take care of her as fast as we can." Iida said, putting his hand over Ochako's Omnitrix.

"Really? The two of you? Thinking numbers will even things out?" ESPider scoffed.

Sero looked over at the two and looked at the wires. She might've produced this with her quirk. It's kinda like mine. Can't believe I'm gonna say this, but-

"You counted one short, lady!" Sero yelled out, smug smirk on his face.

"...you? Really?"

"Sero?" Ochako asked.

"Hey, Kaminari pulled something like this," Sero grinned, "Why not me?"

"Fair enough." Ochako said, as she reached for the Omnitrix. ESPider cocked her head, interested at what Ochako was doing.

"Hm. I'm not sure I like the look of that." ESPider said, holding up her hands. "So, let's make this quick." She stuck out her hands, and began shooting out wires at the group. In an instant, the group was ensnared.

"T-this precision!" Izuku said, before his mouth was covered up.

"What? Thought I was all talk?" ESPider grinned.

"I thought her quirk was producing wire or something, but this quirk is way too accurate." Sero said, noting the tightening of the wires. ESPider descended to the ground, and smirked.

"It's not wires, you idiot. It's webs." ESPider scoffed.

ESPider! Quirk: Spider. ESpider can make use of psionic webbing. Her "psi-webs", as she calls them, may be utilized in a number of ways. Such uses include, but not limited to, encircling foes or being focused into tiny web-lines from which she can hang.

Webs, hm? Ochako thought. If she could just activate the Omnitrix, she had the perfect alien to counter this.

ESPider tightened her webs around Ochako. "You were overconfident just a minute ago...I have to wonder why." The villainess said.

Ochako ignored the pain before she simply swung herself into the wall. The impact hurt a bit, but served its purpose in the end, activating the Omnitrix! In a flash of pink, the webbing surrounding her was torn to shreds and the flaming form of Heatblast landed on the ground.

"Fire beats webbing. Who knew?" Ochako smirked mischievously.

"Wait what?" ESPider blinked in surprise.

Ochako formed a blade of flames, and quickly cut everyone else free. "Go! Now!"

Everyone sans Iida and Sero ran out of the room. ESPider raised an eyebrow. "I don't know what just happened, but…this is gonna be fun."

None of the heroes-in-training responded. Instead, they leapt into action. Ochako fired off a blast of fire from her hands, but ESPider was able to sidestep it easily. Iida used the distraction to get in close and land a good kick to the cloaked villain's gut. It made her keel over, but she wasn't out of the fight yet. She grabbed him by the leg and slammed him into the nearest workstation.

Sero moved in from the side and tried to use some of his tape to bind her, but ESPider quickly conjured up a psi-web shield that stopped the tape mid-air. She grinned, but before she could try something, she needed to make another web-shield to block a second fireball from Ochako. The explosive force behind it sent her flying, but she used two web lines to stop herself from going too far.

"The tensile strength on those webs are insane!" Sero frowned. "She could probably stop a cannonball if she wanted."

"She can't stop my flames, though." Ochako said, conjuring up a large fireball. She launched it at ESPider, who threw up some layered webs. The fireball hit the webs, and quickly dissipated.

"...okay, she can." Ochako frowned.

"There's got to be a limit to which her powers can go," Iida said. "So, let's keep our distance and take notes."

"I can still hear you," ESPider taunted, "I could stop a cannon shot if I needed to. But what makes you think I can't take out the crew before they load the ammo?" She fired out two lines of webbing, aimed at Iida and Sero. Iida was too fast and outran the webshot, while Sero was unfortunate enough to be caught. She pulled on the webbing and began slamming the student around like a ragdoll.

Ochako was trying to carefully aim her next shot so as not to hit Sero and fired out a small stream of concentrated flame. The psi-web snapped in two from the heat and Sero went flying, only to be caught by Iida thanks to his quick reaction time. ESPider sighed and began to wonder to herself if she should really bring out that move so early in the fight. The speedster and the tape-user were easy enough to deal with, but both of them were in tandem with the girl...that's where the true problem arose. Maybe if she could divide their attention, they'd be easier to subdue...

When ESPider clasped her hands together, they began to shine. Her eyes shone brightly, and she opened her hands. A swarm of spiders suddenly dropped out of her hands- they were about the size of Ship. Sero yelled.

"What the hell!?" Sero yelled.

"Did you really think webs were the only thing I could do with these threads?" ESPider chuckled, "Besides, it's in the name. E-S-Pider."

"I just thought that was a weird name!" Sero said, using his tape like 'flypaper' to catch the spiders. Ochako threw some fire balls at them, and they instantly dissipated upon hit.

"Seems a waste to use your powers on my minions. Take a few swings at me." ESPider mocked, producing some strings from her fingers. Ochako narrowed her eyes, and rushed at the girl. ESPider dodged her attacks with ease, and struck back with her whip like appendages.

There we go. Just you and me now, ESPider thought to herself, Let the spiders take care of the others. The psionic-arachnid themed villain dodged Ochako's latest hit, using the opening to wrap some of her web lines around her leg and trip the Omnitrix's successor. She then connected some of the free webs to a cabinet and pulled, hoping to crush Ochako beneath it.

Ochako quickly swapped forms to Big Chill. She floated through the falling cabinet with her intangibility and began to fly around the room. ESPider frowned, as she used her webs to try and keep up with Ochako.

The webs only passed through Ochako, shattering on the other side from being frozen over. ESPider growled as Ochako made a dive towards her, hoping to end this quick. The villain leapt out of the way, forming a platform out of her psi-webs while Ochako phased into the ground, leaving behind a large patch of ice.

Ochako poked her head out of the ground. She's faster than I expected. I can't use XLR8 because I'd be more likely to trip on those webs. Think, Ochako- what's your next move?

"You're probably thinking what your next move is," ESPider quipped, "Simple. You're going to get caught in my webs again, but this time there's no way out for you."

"I'm intangible, you web spinning idiot. I'm not really sure how you can catch something you can't even touch." Ochako said.

"Yeah, you're intangible...but they're not." ESPider looked over to Iida and Sero, who were struggling to get away from the spiders.

"Iida! Sero!" Ochako called out. She flew past ESpider to try and help, falling right into the villain's trap. She snapped her fingers and some of the spiders crawled on top of each other, their threads unraveling before recombining into two spiders the size of bikes.

Ochako flinched when she saw that. "Okay, that's freaky." The massive spiders quickly ensnared Ochako, Iida and Sero.

"Like I said, no way out," ESPider grinned and waved her hand. The webbing constricted around the trio, threatening to either crush their bones or outright suffocate them.

Ochako grunted- deep down, she hoped that this quirk was linked to her head. Producing webs and spiders would have taken a toll on her. So, why wasn't she showing any signs of weakness?

Ochako glared upwards at ESPider...and paused. The villainess' face looked off. Like she was holding back a scream or something.

"G-guys." Ochako whispered. "Call me crazy, but I don't think this girl's well."

"I thought...that was obvious when she started using giant spiders," Sero whispered back.

"No, I mean...I think we just...found her limit."

Sero narrowed his eyes and looked up. "Yeah- it looks like she's trying to go plus ultra, but she's already at that level. Now she's just kind hurting herself for no reason."

"But why?" Iida asked, struggling to get himself free.

"...she's trying to keep too many of them going at once," Ochako realized, looking at all the spiders ESPider had created.

"With all of them skittering around the place, she must be trying to make it look like she's ready for everything." Iida noted. A tiny spider crawled across his chest. "See? That spider is just a bluff. It could've webbed me up."

"So she's bluffing...and in the process hurting herself beyond belief," Ochako said.

"That's...dedication? I guess?" Sero shrugged. Or tried to.

Ochako sighed. "I've dealt with something like this before. I just need to get free...and talk to her."

"Wait what? Talk to her? How is that gonna-?" Sero began, before Ochako already began mentally making a plan.

Ochako inhaled, and exhaled a cold breath of ice on top of the webs. The webs began to snap, allowing for Ochako and the others to easily escape. Ochako began to freeze the entire room, encasing all of the spiders in ice and snow.

"What?!" ESPider gasped. What made things worse was that the spiders didn't dissipate after being encased. They were still there and still taking a toll on her.

"No...they're not supposed to stick around..." the villain muttered, seeing all her frozen minions.

"I think you need to stop now, miss." Iida said, helping Sero up. "Clearly you aren't with the right crowd, especially if your boss is enforcing this sort of overexertion."

ESPider grew angry upon hearing that. "N-no! I'm fine!"

"You...really don't look it," Sero said.

"I said, shut UP! I'm fine! I just need to get rid of them," ESPider muttered.

Ochako cloaked herself. "You look pretty young- like you could be our age. The last two guys we encountered were well into their 30s, and your leader looked like he was in his 40s. Why are you running with them?"

"W-what, you think talking to me is gonna help you win the fight!?" ESPider hissed. "I'm totally fine!"

She clearly wasn't fine. Her vision was starting to blur and her head was pounding. She put to the side of her head as she started to lose her balance. She tried supporting herself on one of the nearby workstations and growled.

"I'm...I'm fine," she repeated, now trying to convince herself more than them.

"I think she might be having a panic attack!" Iida said.

Ochako flew up to the clearly distressed villainess (?) and extended a hand. "Listen, you can stop this now, and probably walk away with a reduced sentence if you're lucky."

"Ha! Reduced sentence? You talk like this is...this is my first JOB!" ESPider chuckled, "I've been with them for a WHILE now. I know...I know what I'm doing! Ok?! God why are there so many of you now?!"

"There...aren't," Sero said, now very concerned.

"There's like three of us- listen, I'm just gonna help you down." Ochako said, getting closer. ESPider yelled, before the spiders trapped inside the ice started to unravel and flow towards ESPider.

"What the hell!?" Sero yelled.

"See?! I told you! I'm perfectly fine!" ESPider grinned as the webbing all came back to her.

"Is this some super move of hers?!" Iida asked.

"I'm...totally...FINE!" ESPider roared, her eyes suddenly appearing more spider-like.

ESPider! Quirk Addenendum: Spider. When the user overexerts themselves...bad things occur.

"Uh oh," Sero muttered as the group all took a step back.

ESPider was now embedded in a giant, psionic tarantula. She was breathing heavily, and the spider was skittering all around the room. Sero shuddered.

"That's...creepy." Sero said.

"Her Quirk...has she lost control of it?!" Iida asked.

"Is that even possible?!" Ochako asked back.

"I think overworking herself might have caused this horrific transformation." Sero said, watching her crawl around. "She's probably most dangerous in this form."

"She's...not attacking us though," Iida said, "Maybe we're ok?"

And then a web line attached to Sero's back.

"...I stand corrected."

Sero taped himself around two support beams, as the giant psionic spider tried to pull him backwards. Ochako changed forms to Fourarms to help pull back Sero.

It was practically a game of tug-of-war with Iida unfortunately positioned in the middle. Ochako and Iida tried their hardest to pull him back towards them while the out of control ESPider hissed and pulled back with equal amounts of power.

"Could you maybe...cut the web instead? If you keep pulling...I'm gonna get ripped in half!" Sero winced.

"Would if we could! But if I give any slack, you right to her!" Ochako groaned.

"Then throw something sharp at it!"

Ochako looked around. "There's gotta be something sharp around here…come on, come on…"

"O-over there!" Sero called out. Iida saw what he meant and used his speed to quickly pick up and pass to Ochako one of the shards of the broken beakers. She nodded, took the shard in one of her hands and tossed it. The psi-webs severed and Sero came flying back to the duo. The berserk spider hissed and stomped its legs into the floor in anger.

Sero breathed heavily. "Thanks. Thought that thing was gonna rip my back out of me!"

"Don't joke about that, please-" Ochako looked squeamish. Sero raised an eyebrow.

"We need to restrain her." Iida said, looking around.

"Could tape up the legs, but no idea if that'd hold," Sero suggested.

"It could...but then again it could also just cut free," Iida hummed.

Ochako looked at the legs, and narrowed her eyes. "Hey. Quick question. How big are you two on films?"

"I've seen a few." Sero said.

"As have I," Iida said.

"You ever see that really old movie, Empire Strikes Back?"

"Ohhhh I see where you're going with this and I'm all for it!" Sero grinned.

"...you've seen Star Wars?" Iida asked.

"Then you probably know what to do, then." Ochako said. Sero and Iida shared a knowing look, as Sero began dispensing tape.

"Ready!" Sero said, as Iida took ahold of the tape.

"Ready!" Iida said, getting ready, taking up a running position.

"What're you gonna do?" Sero asked.

"Easy. Keep her attention," Ochako said, slamming her fists together before rushing in.

Iida and Ochako rushed in. Iida tangled the tape around the spider's legs with ease, restricting the creature's movements. Sero watched carefully, making sure he wasn't going over his limit.

"I've never produced this much before..." Sero thought.

The massive spider construct snapped at Iida with its mandibles, but Ochako took the beast's attention with a quick fist to the face. The spider shook its head before turning and giving Ochako all of its attention.

"That's it. All eyes on me," Ochako smirked.

Iida finished up his entanglement, and jumped up, wrapping the tape around a pillar. He jumped back to Sero, who cut the tape loose. The spider creature struggled to move their legs, as ESpider struggled.

"N-No! The mission is-!" She yelled.

"Your mission is over." Ochako said. "And you need to calm down."

Ochako spread her arms apart, before slamming her hands together. The force was strong enough to send a powerful shock wave flying at the psionic construct.

The construct was knocked off its legs and slammed into the wall hard enough to destroy it, letting particles of the webs that made up the spider float in the air. ESPider, herself, fell to the ground with a hard thud, wincing in pain.

"Sorry for being rough," Ochako said, walking over. "But it's obvious how much you need to slow down and take a step back."

"Shut...up..." ESPider groaned, "with your moral highground..."

"I'm morally superior for being concerned about your wellbeing? Fine. That doesn't matter now." Ochako said. "All I want to know is...why are you going at this so hard? You had us on the ropes the first time."

"...look at my Quirk," ESPider sighed, "Spider. People always thought I was the 'weird kid' back home. And when they bullied...they went too far. Kid must've been a budding sociopath since someone put a live spider in my desk at school."

"Ok...cruel but not eno-" Sero was about to interject.

"It was a Goliath Birdeater. Must've found an exotic pet shop...or bought it online. Bastard was rich, coulda been either."

"That's one of the largest spiders in the world," Iida said, about to adjust his glasses for emphasis when he remembered- oh yeah, I'm not wearing them.

"The damn thing bit me, and it got me a trip to the hospital. My parents tried to sue, but guess what? Rich families. Great lawyers. They got off scot free." ESPider clenched her fists.

"...and you wanted payback...didn't you?" Ochako asked.

"Of course I did. So I snuck out one night, found the bastard...and used my construct power for the first time. Give him a shock. So I made my own birdeater. I just didn't know I copied the venom too."

"...the kid. Did he survive?" Ochako asked.

"I don't care if he did. After that night, I ran away." ESPider said, "And then Wolfram took me in."

"And you've been a terrorist ever since," Sero said.

"Not terrorist. If anything, we mostly do industrial espionage. If we were terrorists, you think the takeover would've been this quiet?"

"That still doesn't explain why you were over exerting yourself." Ochako said, reverting back to normal.

"I've been punched down my entire life, and I have the chance to prove myself on the field!" ESPider insisted. "And it's been working-!"

"Are you sure you're in the mindset for this?" Sero asked.

"Of course I am! This just...wasn't my best run," ESPider seemed to lose some of that confidence she had.

"Do you do this each and every time?" Sero said.

"S-stress is a good fuel." ESPider said. Everyone shared a concerned look.

"N-no. It's really not," Ochako said.

"...it's helped so far."

"...you don't need to be imprisoned, you need a therapist," Iida bluntly said.

"Are you certain you'd say that, even after everything I've done?" ESPider countered.

"Yes." Ochako said. "You've made bad choices, but you're still young. I try to learn from the past, but I prep for the future by focusing solely on the here and now. That's where all the fun is. I think you should be entitled to that opportunity too."

ESPider didn't respond at first, taking those words in.

"...I'm still getting put in custody, aren't I? When this is all over?" she finally said.

"Yes. You still have to face consequences," Iida said.

"But I'll see if I can put in a good word with Ben. He knows a guy who was in a similar situation to you." Ochako said, turning into Chromastone. "But for now...put out your hands."

"Would but...gooood I'm in pain," ESPider half-joked before wincing in pain. Her Quirk took more of a toll on her body than even she thought.

"Good. Makes it easy to do this." Ochako put her hands ontop of ESPider's own, and quickly encased her hands in crystals.

"W-what?"

"Sorry. I don't have handcuffs." Ochako explained.

"...what are you?" ESPider asked.

"A lot of things," Ochako said, before reverting back to normal.

Sero had been skeptical of Ochako's Omnitrix and the power it possessed. It was almost too much for one person to handle. And it put her at leagues above everyone. She could have easily let that ego go to her head.

But watching her handle ESPider with such compassion and understanding was starting to win him over. She wasn't just using her powers to fight crime and bring justice, she was also using them to help people in need. And that was something he could respect.

Sero still had reservations, of course. The Omnitrix was a powerful tool, and he worried about the consequences of using it too much. But seeing how Ochako was using it to help people, even those who had done wrong in the past, was starting to change his mind.

The trio made their way over to the elevator. As the elevator doors closed behind them, Ochako let out a heavy sigh.

"Are you okay?" Iida asked, concerned.

"I'm fine," Ochako said with a small smile. "Just glad that's over. I think we did the right thing."

"I agree," Iida said firmly.

Sero, who had been quiet until now, finally spoke up. "Yeah. We…did." His eyes glanced over to the watch. "...you kicked some serious ass, though."

Ochako chuckled. "I won't argue with you there. It's definitely come in handy more times than I can count."

"I just hope you're being careful with it," Sero said, his expression growing serious again. "I…really don't feel like having to deal with someone trying to steal it."

"I know, Sero. And trust me, I take that responsibility very seriously," Ochako said, placing a hand over the watch on her wrist. "I won't let anyone else misuse it."

"Good. That's all I wanted to hear," Sero said with a grin.


Wolfram put a hand to his ear to try and get in contact with ESPider. When all he got was static, he sighed and turned to the self-proclaimed "hostess" of the evening.

"'Spider's not answering. These are just students, how the hell did they take out three of our guys?" the lead thug wondered.

"Well I'm not too surprised with 'spider. She was bound to break herself while trying to prove herself. Ore and Photo though...little bit more surprised. They were a good duo..."

"Doesn't matter in the end. Sounds like we need to be a bit more active here," Wolfram added before turning to one of the Quirkless gunmen, "Rest of you, keep on eye them. Elizabeth, you take care of them...I'm heading up to the vault."

All Might grimaced as he overheard the villains' plan, his fury growing as he could do nothing but sit there and list-oh no. That wasn't fury he felt. Small plumes of smoke began to rise off All Might's form. He was on a time limit now.

All Might grit his teeth, and tightened his gut. The smoke stopped, just for now. It was weird- ever since the incident, that smoke would always appear when he transformed in and out of the muscle form. Weird thing to focus on, but maybe All Might was trying to distract himself from the pain.

Holding this form was like holding up a heavy weight above your head. Eventually, you'd feel tired, and the second your arms gave out- boom. Dead.

"Anon," Elizabeth said, getting in contact with their tech support, "get me an elevator working. And get me up to where those brats are."

"They're currently nearing the 130th floor. It's kinda perfect, actually." Anon smirked.

"And why's that, smartass?" Elizabeth scoffed.

"Aquatic testing grounds." Anon smiled.

"...I take it back, that is perfect," Elizabeth grinned as she made her way to the nearest elevator, "Oh and, boss wants a trip up to the vault. Make it happen, buddy!"

"You can at least say please," Wolfram joked.

"That word is SO beneath me. You should know that, Wolfy." Elizabeth said, as she walked out the door.

One of the heroes looked at Wolfram. "...Wolfy?"

Wolfram pointed his gun at him. "Repeat that and you gain a new hole in your head."

"Only I get to call him that. It's a term of endearment," Elizabeth smirked, "And if you repeat it around me, a bullet will be a mercy. Because your other option will be slowly drowning in champagne."

"..a-ah." The hero said, as Wolfram moved the gun away from his face.

"Get out of here already. I don't need some pesky brats mucking up this plan anymore."

"On it," Elizabeth nodded as the duo made their way to separate elevators. Wolfram's would take him right up to meet with True Edge while Elizabeth would bring her face to face with the UA kids scurrying through the tower like rats.

Elizabeth smirked. "I'll drown those idiots in an instant. No one can stop MY ability..."

"Just make sure you actually do it," Wolfram threatened, "Remember, you're not immune to punishment from me." With that, the elevators slid shut and Wolfram began ascending to the vault.

Elizabeth smirked. "As if that's going to happen."


The rest of the group soon arrived at another lab, but this one was much more precariously designed than the others. The floor itself, instead of metal, was made of glass that covered a massive indoor pool-like tank of water. The supports and floor had been reinforced to support this much weight. Other tanks of water and various pieces of scientific equipment filled the room.

"What is this room for?" Momo asked.

"Aquatic Quirk Testing Facility. Meant to investigate different liquid-based Quirks, how to control them and how to make support items based around them," Melissa answered.

"You seem to have testing for everything here," Tokoyami said, looking into the water. His eyes narrowed for a second. "Are those...fish down there?"

"Liquid based quirks can be anything from manipulation to generation to even control of aquatic life. All the variables are covered her," Melissa confirmed.

"Wow, this place spared no expense did it?" Momo asked.

But there's no music department, Jirou frowned. Deep down, she wanted there to be a music related lab, but, alas. No luck.

Maybe next time.

The elevator suddenly dinged on the other side of the lab, catching the students' attention. The doors slid open and Elizabeth confidently strolled out.

"There you are," the villainess smirked.

Momo huffed, as she immediately made a staff and shield to aid her in combat. "Another villain."

"At least we got here before she could prep." Izuku said, holding up his fist.

"Oh that's cute," Elizabeth said, "You think I need a handicap. I really, really don't~" She held out her hands to her sides and the tanks and even the glass floor began to crack.

"Glass manipulation?!" Melissa guessed.

"Close dear, but wrong element!" Elizabeth proudly proclaimed.

Izuku's eyes widened. "Everyone get back-! She's manipulating the-!"

Izuku and the group moved back just in time. A torrent of water shot out the broken tank, and began to flood the room.

"Now you get it! Now, drown," Elizabeth grinned as the water came rushing at them!

Izuku held up his gauntlet, and began to power up his body. I wanted to save this for later, but this is my only chance of getting out of here-!

Izuku reared back his fist, and focused.

But he didn't get the chance to, surprisingly. A glow shone behind him for a moment, followed by the sound of straps being connected and a massive burst of sonic power that forced the flood back. Izuku looked to his side to see Jirou, now equipped with a duplicate of her Amplifier Jacks holding back the literal tide. Momo must have created it in a split-second for her!

"Izuku, Tokoyami, Melissa, let us take care of Ursula here!" Jirou ordered.

"What did you just call me?!" Elizabeth shrieked, "I'm goddamn Ariel and how dare you compare me to such a hag!"

"...well someone's got a fragile ego."

"R-right!" Izuku said, as Izuku picked the two up. "Hold on!"

Izuku jumped across the way, so not to disturb their fight. Elizabeth sent a wave of water to take them out, but Jirou easily took care of it with another powerful shock wave of sound.

The water was blasted apart to droplets, letting the remaining trio pass through safely.

"GET BACK HERE, YOU PEASA-!" Elizabeth yelled, before she was hit in the back, hard by what seemed to be a beanbag. The haughty villainess looked over her shoulder to see Momo with a newly created gun with a smoking barrel.

"Ok...fine...YOU TWO FIRST!" the water villain cried out.

"You hit her with a beanbag?" Jirou asked, as Momo made another one.

"It's what's inside of them that counts." Momo said, as she fired another one. Elizabeth caught it this time, with a watery tendril.

"Oh, that's so it..." Elizabeth frowned.

"Uh...Momo, if you're gonna do somethi-" Jirou began, only for to pick up on it. It was low, so only she could hear it. Momo smirked and nodded, the two watch as Elizabeth pulled the tendril back and held the beanbag in her hand.

"Fun's over girls," Elizabeth growled, "Now, why don't you-" BOOM! The beanbag exploded in Elizabeth's hand. Thankfully it wasn't anything life-threatening or she would've lost a hand from that. It did, however, royally mess up her hair.

The attack knocked Elizabeth into the water, making Momo smirk. "There we go. Not so high and mighty now, are we?"

To be...hurt by a...lousy peasant... Elizabeth cursed, as she started to sink to the bottom of the pool. How disgraceful!

"That...seemed too easy, right?" Jirou asked, "Like even that spider-girl seemed to have more in her that."

"All bark, no bite I guess," Momo shrugged.

Momo huffed. "Well, we better get back with the others. We're so close to the to-"

Momo was suddenly stopped by something jumping out of the water. She turned around to see a fish, flopping around on the ground. "Hm?"

"...a fish?" Jirou asked, before another one jumped out of the water and smacked her in the face.

"Gah! What the hell?!" the rocker student asked, wiping some of the water off her face.

More and more fish of varying shapes and sizes started to jump out of the water. Momo and Jirou barely dodged them- being hit with them could be dangerous too. Who knew if one of these fish could secrete a poisonous fluid!?

"What is happening?!" Momo asked, dodging what...seemed to be an electric eel?! Who put that in there?!

"Ohhh you poor unfortunate souls. You said I was like Ursula, didn't you? Well...I suppose you're somewhat correct," the familiar voice of Elizabeth echoed out, "I can be a bit...vindictive, at times. And I do find electric eels to be rather useful when the need arises."

Elizabeth popped out of the water, resting on the back of a large sea turtle. "You tarnished my beauty- and that's unforgivable." Momo noted that her appearance had changed. Her legs had fused together into a fish's tail.

"This quirk-!" Jirou realized.

Elizabeth! Quirk: Mermaid. Elizabeth's quirk allows her to control mostly any liquids, excluding things like melted ice cream or slushies. When in water, she turns into a mermaid. Her power to control liquids becomes weaker, though. She can also communicate with sea creatures.

"And as punishment...let's see you handle these lovely little sea creatures," Elizabeth smiled wickedly and snapped her fingers. From the waters to the side of them, the tentacles of squids lashed out and wrapped around Jirou's and Momo's arms.

Momo struggled to break free, as she and Jirou were tossed into the air. Momo tried to reach for Jirou, but it was no use. The two girls dropped into the water, being pulled under by fish around the area.

"Now, let's see you handle a fight in my element," Elizabeth chuckled before diving in after them.

The fish were swarming the two girls. Momo struggled to hold her breath, especially with all the dangerous fish around her. Jirou was blindly firing off her weapons, but they weren't waterproof.

Need to make something, quick! Momo thought to herself, Rebreathers! She quickly made two of the small air-providing pieces of gear and handed one off to Jirou.

The fish quickly tried to rip it out of Momo's mouth, but she quickly guarded her mouth. Jirou struggled to put hers in.

Momo swam over and made a staff to use to keep the fish at bay. Whenever one of them tried to stop Jirou from getting some much needed oxygen, they were met with a powerful strike from a metal pole that sent them swimming away in pain.

Momo huffed- combat on land was one thing, but underwater? That was a whole different playing field. Having to maintain energy towards keeping herself from drowning to the bottom and also to keep the fish away was rather hard. Not to mention, the added drag of water- it was like fighting at .5x speed.

Elizabeth couldn't help but laugh at the girls' struggle. It always amused her how much people tried, and failed, to fight underwater as if it was just another brawl. She'd spent time practicing her combat skills on dry land and beneath the waves. These brats would just be two more peasants who never learned to swim and she'd make sure of it. While she let the fish do most of the work for now, she held out her hand and molded the water around her into a solid blade. Considering what it was made of, the weapon was almost invisible as it matched the environment so perfectly. If the duo survived the onslaught of marine life, she'd just slice them to ribbons and leave them for the sharks.

If there were any sharks in here. She honestly had no idea.

I'll let them tire themselves out a bit more. Elizabeth sneered. Look at those two idiots. UA's finest? Please. I'd rank you at the bottom of the tier list.

Momo turned to look at Elizabeth, almost as if she could hear her belittle the two of them.

She probably thinks we're helpless. Time to prove her wrong. And to think I thought this was too situational to ever be of practical use, the creation hero thought to herself. Her Quirk activated and she created what seemed to be a small, seemingly waterproof, piece of tech about half the size of a Rubik's cube. She pressed a button on the side and held it out in front of her. Nothing seemed to happen, but Elizabeth and the other fish that were assaulting the students could hear something. The fish fled in fear while Elizabeth put a hand to her ear. It was like a high-pitched whistle was going off right next to her, annoying and somewhat deafening.

Elizabeth cursed. A sonar! It's messing with my control over the fish! It was also messing with Elizabeth- the solid blade in her hand dissipated. Hard to control water when a giant, annoying siren was going off and it felt like it was right near your ear.

Momo could see that her plan was working. Jirou, now that she was able to literally catch a breath, sighed in relief. She looked over at the struggling Elizabeth and got an idea. She jabbed one of her jacks into the sonar device and amped up the sound it was letting out. The aquatic villainess' eyes widened in pain as the whistling to louder and louder, her head beginning to pound from the severity of it.

Elizabeth had to get out of the water- her own element had been quickly turned against her! Damn those peasants.

Elizabeth swam to the surface, and hoisted her upper half out of the water. Her earsdrums and heart were pounding, and she was breathing heavily. "Those…bastards."

As she started to recover, Momo and Jirou launched out of the water behind her, the former with her metal staff at the ready, while the latter was ready to land a solid kick at the haughty villainess' face.

"You little-" Elizabeth began.

Momo shut her up by whacking her across the face with the metal staff. Elizabeth wasn't known for her durability- Elizabeth choked as she fell into the water, and began to float on the surface.

Jirou didn't believe she was down, though. She tricked them once, she could try it again. The rocker student lashed out with one of her jacks and lashed Elizabeth in the back, causing the mermaid villain to react and flounder in the water.

"Oh you absolutely VILE PEASANT!" Elizabeth shrieked.

"Fool us once," Jirou quipped.

"Shame on you." Momo said. "But never twice."

Momo started to create some interesting tech- they looked like bolas. Jirou tilted her head as she looked at them. Momo took aim, and they wrapped around Elizabeth's arms and legs.

"Mei's personal experiment- density shifting bolas. They only get heavy AFTER they wrap around a target. And in water..." Momo said.

Elizabeth could only scowl and struggle as the bolas got heavier and heavier. In no time, the bolas dragged the villain below the surface!

Elizabeth could breath no problem- but getting the bolas off of her was hard. They were wrapped around her tightly, especially her legs. She couldn't move.

Calling for fish was useless too, especially after Momo dropped the sonar into the water. "There. That should contain her for a while."

"Nice job with the sonar, by the way," Jirou complimented her creation-centered comrade.

"Thank you! Good work amplifying the sound with your ear jacks." Momo said. "That sped up the fight."

"Took a risk and it paid off. Wasn't sure if it'd work honestly, but I'm glad it did," Jirou grinned.

"Let's hope Melissa, Tokoyami and Midoryia are almost to the top. That elevator saved them some time..." Momo said, looking up.

"Yeah, hopefully. In that case then," Jirou looked over to the elevator, "Think it still works?"


Izuku, Tokoyami and Melissa reached another floor- this one was another lab, with a giant energy core in the center. Izuku and Tokoyami poked their heads out, in case of another villain attack.

"Is it clear?" Melissa whispered.

"Seems to be," Tokoyami said, "but I wouldn't doubt that the villains are just hiding in the shadows."

"That's good. Maybe they're running out villains to throw at us." Izuku said. "Let's just hurry up to the top and-"

"Um, Izuku?" Tokoyami interjected.

"Yeah?"

The crow-headed student pointed at Izuku's chest, bringing a single dot to his attention. It started out as one, but then three, five. More and more laser lights locked onto the three remaining members of the initial group. Wheels whirred and armor readjusted as the security drones emerged from their hiding places. Anonymous watched through the security cameras as a small army of crimson-armored security drones raced towards the trio, knowing that this would be the end of the line for them.

"Uh oh." Izuku said.

"The defense drones- this must be their last line of defense between us and the security panel." Melissa theorized.

"And they've made sure that numbers are on their side," Tokoyami said, preparing to summon Dark Shadow.

"We're outclassed here. These robots are made from the toughest metal on the planet." Melissa said. "I'm not sure you'll be able to make a dent in them!"

"We still have to try," Izuku said, looking down at his arm. Now seemed like as good as time as any to use it. He pressed a button and activated the Full Gauntlet, the red bands of material wrapping around his arm and forming into a full gauntlet.

"What is that?" Tokoyami asked.

"Something that should do some damage." Izuku said, taking off his jacket. He rushed into the room, and took a deep breath.

The frontline drones focused on Izuku as he rushed in, racing over to try and meet and overwhelm him before he could make too much progress. In response, All Might's successor simply reared back his arm, ready to throw a punch as the energy of One for All began to surge up in his fist. The light of the strength power shone from underneath the bands of the Full Gauntlet before Izuku struck. As soon as his fist connected to the optic of the first drone, One for All's power exploded outward and one punch sent at least twenty or thirty robots flying. Well, save for the one that took the punch head on, that one was shattered to pieces.

Tokoyami's eyes widened. "This power-! And yet his arm is in tact!"

Melissa smiled. "Another successful invention."

"Somehow I knew that was your doing." Tokoyami said.

Some of the drones turned their attention to Tokoyami and Melissa, even though the majority still focused on Midoriya as he seemed to just steamroll these diminutive droids. The shadowy bird monster that was Dark Shadow emerged from behind Tokoyami and lunged at the nearest droid, slamming them away, but not really destroying them. Three of the machines slipped past him and were about to fire cables at Melissa, forcing her to activate her secret weapon. Or she would have if it weren't for a large strand of tape wrapping around the three droids and binding them together.

"Hey guys! We miss much?" Sero smirked.

"You guys-!" Melissa gasped, as a beam of light shot at some of the drones. Chromastone jumped down near her, and began firing off beams in all directions. "You guys go on ahead! We'll deal with the machines!"

Melissa nodded and rushed ahead. Chromastone's prismatic energy blasts tore through more of the machines, and just as one of them was lining up a shot to try and restrain her, a jack whipped the machine in the back of the head and knocked it over the railing of the walkway.

"First a mermaid, now evil robots. No one's gonna believe us when we get back," Jirou joked.

"We'll be more than enough proof." Momo said, producing some explosives from her hands. She began throwing them at robots, which stuck on with ease. A few seconds after they latched on, they exploded-

"STOP STEALING MY JOB, PONYTAIL!" Bakugou roared, blasting past her. He began to bombard other robots with his explosions. Bakugou was clearly pissed about that battle with the blind guy.

"...Ponytail?" Momo and Jirou said in unison, taken off guard by that nickname. They knew who it referred to, just a bit surprised he used it. Speaking of surprises, Kirishima raced past the duo and slammed his hardened fist into the optic of another security droid, shattering its mechanical eye and knocking it flat on its back.

Kirishima ducked down, allowing for Iida to use his back to jump up. "RECIPRIO...BURST!" Iida began to spin around, and took out a few robots in the surrounding areas. It also ruined his tux pants some more, but that was a 'later' issue.

"Here's our chance!" Melissa called out. Tokoyami and Izuku ran through the drones after Melissa, swatting aside the drones as they went. This was their chance, the final stretch of this whole fiasco!

Izuku opened up the elevator, and rushed the other two in. He shot one quick air blast from his finger, blasting away the robots that were trying to still capture them.

"We got this!" Izuku said, giving a quick thumbs up.

"Hey, Icy-Hot!" Bakugou called out as the elevator closed behind the last three, "Help us finish up here! We got a mastermind to beat at the end!"

Todoroki began to emanate some ice from his left side. "With pleasure." Todoroki said, as he slammed his foot on the ground. Ice spread across like wildfire, and caught the robots in it.


True Edge, the sword user villain under Wolfram's command, was watching as both Abraham and David continued their work. The swordstress was spinning one of her blades in her hand as she waited for the two scientists to finish their work. Wolfram would be here any minute to claim the spoils. A few computerized were the only sounds to fill the room, until David finally gasped in triumph.

"I've got it," David said, "Abraham, Lock 08-03-47!"

"R-right!" Abraham said, typing a few numbers onto the computer.

"Hm. You're finally done." True Edge noted, looking over her shoulder. "Took you long enough."

"You say that like it was easy," David said, "And like we had much of a choice in this."

"Hmph,"True Edge rolled her eyes and marched over to Abraham, almost hovering over him to watch him as he opened up the vault in question.

True Edge looked up to see a vault open up. "Get it." True Edge said, ready to draw another blade.

"Ok, ok!" Abraham said, opening the now unlocked vault and pulled out a single suitcase. True Edge watched as the scientist opened it right as the elevator doors slid open. The leader of this villainous coup marched out, pistol still in hand as he saw the suitcase.

"Well, look at that. Right on time," Wolfram smirked.

"And none of those annoying kids got up here beforehand. This went off without a hitch." True Edge smirked.

"...just for the hell of it, go take care of them. I want to savor this moment." Wolfram said, as Abraham gave him the device.

"If you say so," True Edge nodded, making her way out of the vault room and towards the kids that would make their way up. Wolfram looked over the device and scoffed a bit. It was a claw-shaped headset that, if worn, the blue-colored tips would appear as if they're jabbing themselves into the user's head.

"So this is it. All that potential in just a little headset. Quirk Amplification without any of Trigger's drawbacks," Wolfram said.

"What?" David gasped, "How could...how could you possibly know about it?"

Wolfram smirked. "Isn't it obvious, Mr. Shield?" The villain taunted. "Think. You kept this project secret from the board of directors. And you only brought on one other person to work on it with you, not too long ago..."

"What...no..." David turned to look at Abraham, "He's lying, right? This is just some...elaborate mind game on his part, right?"

"I always left that sort of thing to Anon and ES. I'm a much more straightforward kinda villain," Wolfram chuckled.

Abraham looked at David for a few moments. "Oh, David." The man said, a nice smile plastered on his face. "With a mind as talented as yours..." His eyes opened, revealing a new sort of malice. "You're kind of an idiot for not realizing it earlier."

"So this whole time...what? You were just...using me? The unwilling informant for an overelaborate heist?!" David yelled, demanding to know. Wolfram just took a few steps back to enjoy the show, tossing the headset in his hand to pass the time.

Abraham smirked. He stopped slouching, and stood up straight- it looked like he'd gained a few more inches of height, and rounded face had become normal shaped. This man played a character for God knows how long- and the reveal was all so worth it.

"I'm not as brilliant as you, Mr. Shield. Rather than waste time trying to better myself, I find it best to just 'piggyback' off someone else's projects." Abraham explained.

"There's a word that describes that behavior perfectly," David countered, "Parasite."

"Not even a minute since the reveal and you're already insulting me. Wonder how long you've wanted to call me that," Abraham smirked, "But, either way, you were thinking too small. You had one person in mind for this little marvel, and while I don't know who it is, I can tell you that you were stupid for limiting yourself. Just imagine how much certain circles would PAY for this kind of power! A morally upstanding version of Trigger, perfect for the heroes to use. And while they use it to inspire...well..."

"Sell it to any villain with enough cash and watch the fireworks," Wolfram simplified.

"Heroes would kill for tech like this. Everyone wants to be All Might, but no one's willing to put in the work as well! It's such a pointless chase. The man is nigh unstoppable." Abraham sighed. "Most arms races nowadays are just pointless. So...what about a quirk arms race?"

"Are...are you insane?" David asked.

"How many times are geniuses called insane?" Abraham countered, "All to often. Wolfram? The good doctor's outlived his usefulness I think."

Wolfram frowned. "He doesn't die unless I say he does. You don't make the rules around here." Wolfram paused. "However...you can rough him up. I'm tired of his smug face."

"Did you forget who hired you?" Abraham asked.

"No, but last time I checked, me and my crew actually pulled this job off, not your sorry ass. So, you wanna deal with the doc, then you can do it," Wolfram held a hand up to his ear, "Anon, get the chopper ready."

Abraham looked angry for a second. David backed away, before his 'assistant' took a deep breath. "Okay, David. I've been pissed off for a long, long time."

Suddenly, tendrils shot out of his back, and wrapped around David's body in the blink of an eye. "So please, be my stress reliever."

"Y-your Quirk...!" David realized. He wasn't even sure if Abraham had one, if he was honest. At least, not one this extreme.

"My body has parts that mimic the abilities of the Ophiuroidea class of the animal kingdom." Abraham explained. "They manifest as 'tendrils' from my back. Ophiuroidea crawl across the sea floor using their flexible arms for locomotion. In the ocean, their range is a mere 60 cm. But for a 'human' such as myself..."

Abraham extended his tendrils, slamming David into a wall. "That's a good 20 feet for me."

David gasped in pain as he collided with the wall. Abraham couldn't help but smirk a little, before he continued to toss his former boss around like a ragdoll. Wolfram just watched the villainous lab assistant take out his frustrations, ready to finish this whole job up.

Abraham roared, as he released David and slammed him into a wall. The impact was strong enough to make a sizable dent.

"There." Abraham said. "I feel much better..."

"Great. Now if that's all..." Wolfram said.