Over at the Wrecking Crew's headquarters within the Damage Control facility, six disgruntled students sat in a makeshift classroom as their two teachers prepared the evening's extra lessons. One of them squirmed in her seat, trying to loosen the rope keeping her in her seat

"We wanted the chance to face off with all the others!" Gwen lamented. "I thought Thunderball said we'd be getting a reward, but this is more like torture! We want our treat, Mr. Murdock!!"

"Do you want me to tighten your bindings?" The blind instructor crocked his head in the girls direction, silencing her complaints.

"For tonight's lesson, we'll be talking about how to behave during an emergency. If you don't become more aware that you're falling behind your classmates, then the gap will keep on growing. In a broad sense, this knowledge is your reward." He smirked, "How's that for a treat?"

Gwen slumped forward, her jaw on her desk. "I knew I shouldn't have gotten my hopes up," she murmured.

"I still can't believe 5 members of the supposedly esteemed Class A were unable to pass the exams," Loki sneered. "Meanwhile, only one from Class B is forced to be amongst your lot."

"You failed, too, dumbass!" Amadeus scolded the bitter boy.

"He tried to get under our skin the same way yesterday," put in Nico. "At this point, I'm kinda worried about him."

"So, Howard," Murdock turned toward his co-worker. "Why don't we start with a few practice maneuvers?"

"I was thinking the same thing," the Duck man nodded. "Let's start pairing them up."

Suddenly, Wrecker's voice crackled over the loudspeakers. "Everyone! 3 villains attacked us at the park! It's possible there are more coming. All students, return to headquarters immediately, and prepare to shelter within the Damage Control building! Do not engage any enemies! Repeat! Do no-"

The sound went out, and the lights in the building began to flicker ominously. Howard turned to Murdock, "Go! I'll keep an eye on things here."

The blind man nodded, pulling a red mask up over his head from within his collared shirt and charging out the room.

"Wait, wasn't us being here supposed to be a secret?" Asked a now worried Loki, "How did they learn of our whereabouts!?"

Murdock shed his black suit as he ran, revealing his red superhero costume underneath, then separated his cane into batons. If it's a full-scale attack, we're in big trouble, he thought.

Daredevil leapt out the emergency window, the single thought in his head as he rushed next to the side of the building was to not have a repeat of the E.D.R. Perhaps if he'd paid more attention to his Quirk, however, he would've noticed the individual waiting for him sooner.

"Looks like your concern has you distracted, Daredevil," said the stranger, waiting around the corner. His hand stretched out as a burst of electricity shot forward to envelop the hero.


"You pro heroes should back off," warned the Vulture. "We haven't come here for any of you, and your distress signals are being blocked, which means no help is coming. So just stay out of our way."

The two pros grimaced in the face of this new, unexpected threat surrounding them. One of them, the man in the blue suit, walked forward to address the students.

"How are you this evening, M.A High School?" He asked, giving a slight bow. "My name is Chameleon. And as you've been informed, we are known the Sinister Six; the very best that the League of Villains has to offer."

"The League of Villains!?" Riri exclaimed, having never encountered them before. "What are those guys doing here?"

"We could beat you senseless into the ground, little ones!" Rhino stomped on the pavement, eager to battle. "But we come with offer; surrender to us now, and nobody gets hurt. Personally, I hope you don't. I like to hurt!"

"Good, 'cause this ain't gonna tickle!!!" Wrecker roared, throwing his crowbar at the muscular villain. The heavy tool pun through the air like a boomerang and hit its target. Upon impact, a concussive wave of energy knocked Rhino to the side, slamming into Chameleon as they both fell over. The villain in grey was only slightly dazed, but his blue suited associate groaned in pain.

The hero raised his arm, as if reaching for something, and the seams of his glove began to glow. On cue, the crowbar flew back to Wrecker's hand, much like a certain enchanted hammer.

Dirk Garthwaite, Hero Name: The Wrecker. Quirk; Kinetic Transferral. He can take his enhanced strength and distribute it amongst living as well as inanimate objects. It packs quite a wallop!

"Take them down!!!" Vulture exclaimed, swooping in and slashing Wrecker with his sharp talons. The other villains charged in eagerly as Shocker hit Wrecker with a wave of energy, knocking him forward to the ground as Kraven leapt toward him, teeth bared and claws protruding.

Piledriver rushed to meet him, his fist growing several times it's normal size before throwing a right cross that crushed against the villain's head, knocking out several teeth as he slammed hard into a building wall.

Brian Calusky, Hero Name: Piledriver. Quirk; Big Fist. He can enlarge both of his hands to a gigantic size, increasing his striking power, durability, and gripping capabilities.

Piledriver swung his fists again, fending off Vulture with one, and punching Sandman with the other. However, his fist seemed to just pass through a body of sand, leaving no mark as his body reformed around it, holding the hero in place.

"That looks fun," Sandman grinned, his own fist grew and became super-condensed sand. "Let me try!" Throwing a right cross, it struck Piledriver hard in the face, knocking him backwards and off his feet.

Piledriver rolled with the impact, trying to use his momentum to limit the damage. He got to his feet, though was still a bit dizzy. Now with a moment to reset himself, he tried to use his radio, only to get static.

"Wrecker, I can't send out the distress signal! The coms system is jammed!" Piledriver looked to his partner, concern on his face as he once again assumed a fighting stance.

"Then for now, we trust the safety of the other students to Thunderball and Bulldozer. They'll know what to do," said Wrecker with determination. "You and I will stay here and hold them off. Everyone else, get inside now!!"

Piledriver nodded before turning to Azari, "Class President, you're in charge on the way in! Don't engage anyone, just get your peers to safety!"

"Leave it to me," the young Wakandan said. "Everybody inside!! Let's go!!" The remaining students followed Azari through the headquarters as he led them towards the Panic Room, a failsafe in the event of a direct attack.

Suddenly, Peter's Spider Sense tingled again, and the whole building shook, as if something big had crashed into it. Through the rumble of falling concrete, Peter could just make out a familiar voice screaming, and then a tremendous crash. His eyes widened in horror, and he took off in that direction.

"Parker!!" Azari called after his classmate.

"Go!! Go without me!!" Peter ordered, activating his web shooters with a flick of his wrists. "If you see Piledriver, tell him I know where Ricky is!!" And he charged ahead into the dimming hallway toward the set of elevators.


Back in the park, Kenny roared and charged unsteadily on all fours toward the girls. The girl in purple grabbed something from the back of her belt and flicked it out, forming a recurve bow. She nocked an arrow and quickly took aim. Concentrating briefly, her dominant eye appeared to focus sharply on a part of the gorilla's body as she let the arrow fly.

Class 1-B, Kate Bishop. Quirk; Zoom. She can enhance her vision on anything within her line of sight.

It sailed through the air and hit Kenny square in his chest. A jolt of electricity went through his body and the gorilla collapsed, sliding to a stop in front of the two girls. He reverted back to his human form, unconscious.

She breathed a sigh of relief, "Sharon, you alright?"

The blonde nodded, "What'd you hit him with?"

"Taser Arrow," Kate replied, pulling a pair of tubes out of a pouch and tossing one to her classmate. "I had to use twice the voltage, but he'll be ok. I don't envy the headache he'll have when he wakes up though."

Sharon caught the tube, seeing it was some kind of respirator. "Breathe through your mouth until this stuff clears," Kate advised, putting hers on as Sharon did the same.

"Merde, you hero kids are ruthless," said a voice.

The girls whirled around to see a man in a yellow and purple bodysuit. A yellow mask covered his head and he wore a matching scarf around his neck. He leapt up and threw a roundhouse kick at a nearby brass statue, decapitating it. The head sailed through the air before imbedding in the snow at the duo's feet.

"You fakes only care about yourselves and your glory!" He went on, limbering up. "But we're going to purge your kind from this world!!"


On another part of the trail, Luke, Danny, Ava, and Seol stood grouped together as two villains closed in on them. The first was Sinthea, wearing her red and black outfit and wielding her long hammer in a fighting stance.

The other was a shirtless man in army pants and combat boots. He had a blond crewcut, carried several weapons strapped on his torso, and had the Stars and Stripes painted on his face. Currently, he was wielding a military tactical blade in his right hand.

"Ohhhh, I wanna crush these guys!" Sinthea grinned darkly, patting her hammer into her palm. "How about you, Nuke? Wanna get your hands dirty?"

"Now, now. Hold on," Nuke replied, raising a hand to placate his associate. "When deciding if someone should live or die, we should take care to ensure we're abiding by Castle's principles."

"Castle?" Danny's eyes went wide at the name.

"So, you're a few of those idiots the Punisher wound up inspiring," Ava said bitterly.

"At your service," Nuke grinned, before turning back to Danny. "And you, I recognize you. You're one of the self-righteous brats who attacked Punisher in Harlem! You can die first..."

Luke stood protectively in front of his friend, "Just who the hell are you!?"

The villain sheathed his blade with one hand, and using his other, raised the submachine gun strapped over his shoulder. "Call me, Nuke," he said, taking aim at Cage. "And I'm here to make Punisher's dream a reality."


Peter hurried through the main lobby. Furniture was knocked over, bits of concrete rubble were strewn about, and a massive hole had been blasted through walls on two separate ends. It was as if a train had charged through the room, knocking away everything in its path.

"Ricky!? Ricky!!" He called, searching for the boy, hoping to find some trace of him. "Where are you, kid!?" Peter made his way toward the elevator doors, they were crushed and dented, an was imprint in the middle, like something had hit it. A broken cable lay strewn overhead through the broken glass.

He heard a whimper from within. "Ricky!!" Peter exclaimed, "Are you alright?? Can you hear me??"

There was a pause, and a fear-stricken voice replied. "I'm stuck..." He said, barely above a whisper. "I-Is he still out there?"

"There's nobody out here, Ricky," Peter assured, gripping the edges of the elevator doors. "I don't know if you can move in there, but if you can, just hold on! I'm gonna get you out."

With a slight bit of straining, Peter budged the broken doors wide enough to slip see inside. There was Ricky, tears on his face, his winter clothes were ripped to shreds, and he was pinned to the floor of the car by wood and bits of glass.

With no time to lose, he began to shift the debris away until the boy was no longer covered. Surprisingly, Aside from a few cuts where he tried to shield himself, Ricky didn't appear seriously injured. "It's gonna be alright, Ricky," Peter assured, crouching to the boy's level. "I'll get you somewhere safe with the others."

"D-Don't!!" Ricky backed away in terror, "There's a monster-!!!"

"Careful!" The boy warned, "The glass!!"

Ricky heard a crunch and froze, lifting his hand to look at one of his palm. Bits of glass had imbedded into his hand. Adrenaline was masking the pain for now, but the boy's eyes filled with tears at the sight of the blood.

"Its alright," Peter soothed, "Let me see that hand. My Aunt's a nurse, and she showed me how to take care of something like this."

Ricky looked back up at Peter, noting the sincerity in his eyes. This wasn't some idiot in tights wanting to show off and play hero, just someone who genuinely wanted to help. He slowly extended his arm, turning his hand over for the boy to inspect.

Peter lightly held the bottom of Ricky's hand, and taking a deep breath, blew the loose bits off the palm so he could inspect the damage. There were 3 shards of glass stuck in, the easy part would be removing them. The tricky bit was preventing the increased bleeding that would result, not to mention having nothing to disinfect the wounds. Suddenly, an idea struck.

Working carefully so as to not further injure the boy, Peter gently pulled out the shards. Then, adjusting the nozzle of a web shooter, sprayed over the wounds to keep the skin closed.

"This is a 'Spider Bandage'," he said, gently covering the hand with one of Ricky's mittens. "It'll heal you twice as fast as a regular bandage."

Ricky looked up at the teen incredulously, "...You're really weird."

Peter shrugged, "Well, you're not wrong, kid. Try moving your hand, feel any pain?"

The boy looked back at his hand, squeezing it open and closed. Nothing leaked through the fabric, and he shook his head.

That should take care of the bleeding for now, Peter thought. The spray will only last for about an hour, but that should give us enough time to get to the Panic Room. They've gotta have a first aid kit in there...

"Ok Ricky, are you ready to-" Peter froze, Spider Sense tingling; something... someone was coming.

The aspiring hero stood up, his face set and determined. "I need you to do me a favor now," he said to the boy, who looked up. "I think that guy's coming back. Stay hidden in here for now, ok?"

The boy went pale, "N-No!! You can't fight him!!!"

"Don't worry," Peter reassured. "I don't have to fight him, just lead him away. When I do, make a break for the Panic Room. Azari will let you in." He began to turn away when his sleeve was grabbed by Ricky.

"He killed Mommy!!!" The boy exclaimed, tears streaming down his face. Peter looked down in shock as the boy pleaded with him, "You can't beat him!! He's too strong, he'll kill you too!!!"

Peter knelt down and placed a hand on Ricky's shoulder, "Look at me, kid." After a moment of sniffling, the boy looked into Peter's eyes. "I'm not dying today," he said firmly. "And neither are you." He took off his red winter coat and placed it over Ricky's shoulders.

"Hold onto this for me, ok?" He asked gently. "I'll be back for it once I'm done with that guy. I promise..."

Ricky clutched the sides of the coat in his little hands, and nodded shakily. Peter stood up and went toward the opening he'd made in the doors. "Remember, stay hidden until it's all clear," Peter ordered as he went through and back into the wrecked atrium.

He wasn't in the best condition for a fight. After all, the teen had been training everyday from sunup to sundown with very little rest in between. But that didn't matter now, villains were attacking his friends, and that wasn't something he could stand.

Rolling up his sleeves, Peter began to look around his hazy surroundings. Sparks jutted out from exposed wires, briefly illuminating the otherwise darkened area. Feeling the tingle again, the boy turned toward the opening leading toward the training facility.

Through the slightly illuminated portal, a huge figure stomped forward. He was muscular, wore red armor, and his head was covered by a familiar looking dome of a mask. Peter gulped; it was the Juggernaut.

"Heh, I've gotta work on my braking a bit more," the villain chuckled, noticing the outline of a stranger. "I thought I saw someone run into that elevator, only had enough time to smash it as I went by! Ya should've gotten clear when ya had the chance!!"

Peter's eye quirked slightly, Does he think I'm the only one here? Must've barreled in so fast that Ricky probably looked like a blur. Better let him keep thinking that...

"Well what can I say?" Peter asked, trying to sound brave. "I heard there was a villain attack and I had to see it for myself! Gotta say, I wasn't expecting you of all people!"

"You know who I am, huh?" Juggernaut grinned, before he focused on Peter. "You must've been one of those Hero Course brats who went to San Francisco. I was hopin' I could get my hands on one'a ya!!"

"It's 'Juggernaut', right?" Peter continued, "I figured you'd be 80 feet below sea level by now, what happened? I didn't think the Raft had a work release program!"

"Never made it there," Juggernaut moved closer, crushing a piece of rubble under his boot. "A couple'a new friends broke me out and offered me a job!"

"The League," Peter's eyes narrowed. "So you traded a team of so-called freedom fighters for a bunch of murderous thugs? Not exactly a smart move, Juggy."

"Teh," the villain scoffed. "A paycheck's a paycheck, I don't buy into idealism. All I care about's getting to use my Quirk and knocking over some buildings, maybe a few people in the process!!"

With that remark, he lunged forward and attempted to ram into Peter. Thankfully, his Spider Sense helped him predict this moment, as he shot a web to the ceiling, using it to yank himself upwards and avoiding the attack. Peter landed on the side of a nearby pillar, using it to keep off the ground and just out of reach.

"He sticks on the wall, huh?" Juggernaut muttered to himself, "And that rope stuff... Ah! You're that Spider-Guy! Boss said you were at the top of the kill list."

"It's Spider-Man, thank you very much," Peter quipped. "And he put me at the top? Don't know if I should feel flatter or insulted!"

"You should know by now you're no match for me, right?" Juggernaut cracked the knuckles on one hand, "My job's to take down this entire building, and I'm more than powerful enough to make it happen!"

Peter grit his teeth, "So you really don't care about taking innocent lives?"

The villain just shrugged, "Comes with the territory. I don't make a habit of doing it directly, but every once in a while, I'll make a exception." He cracked the knuckles on his other hand.

I'm definitely in over my head here, Peter thought, trying to keep his composure. I've gotta call for backup! If I can get a signal through my phone, maybe I can call Iron Man!!

He reached into his pocked and pulled out his cellphone. Unfortunately, he was getting no bars.

"If you're tryin' to call for help, don't bother," Juggernaut said. "One of our guy's taking care'a that as we speak. Nothing gets in or out without getting through him! And you can't hide up there forever!!"

He charged forward, slamming into the pillar. Peter leapt away to avoid the impact and rolled to the ground, into a fighting position. He glanced at the elevator doors, opened just wide enough for Ricky to escape.

"A bug like you'd just get stepped on by a guy like me," Juggernaut continued. "So how about I make you a deal?"

"What, you turning yourself in?" The boy asked rhetorically.

"Ha!" The villain laughed, "Not quite. I'm looking for someone, we all are really. Think of this as a limited window of opportunity."

"'Looking for someone'?" Peter was confused, "What, I'm not good enough? I thought you said I was at the top of Hobgoblin's little hit list!"

Juggernaut grinned, undeterred. "The kid's last name is Thompson. Know if he's around here?"

The boy's eyes narrowed, "Flash? What do you want with him of all people?"

"I dunno, I was just told to look for and bring 'im back alive," Juggernaut said. "Like I said, just another job for me. But if you cooperate, I may just let you live." He nodded toward the crashed elevator, "You and the little squirt hidin' over there."

Peter froze, as did Ricky, who at that point was trying to stay hidden, but could hear everything. The boy, to his credit, remained silent. But it was hard to hold back his terror.

"So, what's it gonna be?" Juggernaut smashed his fist into his palm.

Peter breathed deeply to settle his nerves, and walked across the wrecked atrium, staring Juggernaut in the eye. "I don't know where Flash is right now, that's the God's honest truth," he began. "But if I did know, I wouldn't tell you. Whether I like it or not, he's part of Class 1-A. That means he's off-limits to a dirtbag like you!"

Under his domed helmet, Juggernaut raised an eyebrow. He was both impressed and amused by the show of bravado in the face of someone he had no chance of stopping.

Finally, Peter stopped in his tracks, standing protectively several yards in front of Ricky's hiding spot. "As for Ricky, I'm not letting you lay a finger on him either!" He dropped into a lower fighting stance, "I promised I'd get him out of here safely, and I plan on keeping it!"

Juggernaut grinned as he began to charge forward, "You can try!"


Flash Thompson and Roberto Reyes made their way through the snow, a Class B student draped unconscious over Roberto's shoulders.

"Damn it," Flash muttered. "There must be some sort of gas villain out here."

"I'm worried about the others who're still in the forest," put in Roberto. "But I don't see that there's much we can do now. Hopefully, Thunderball can take care of everyone else."

"Don't tell me what to do, Hothead!" But before Flash could begin to rant angrily, he was cut off by the gruesome sight of a body on the ground before them.

It was Bulldozer, one of the heroes meant to be waiting at the end of the trail. His body was covered in cuts and he was bleeding badly. The splatter against the snow revealed he'd lost a lot of blood, and his breathing was labored. He stirred at the sound of the new arrivals and lifted his head.

"N-No!!" The hero warned, eyes wide as he raised his left arm to stop them from getting closer. "Run!! You've got to-"

Without warning, something orange blurred across from the woods. Bulldozer noticed and leapt up to block it. The projectile exploded upon impact, the concussive force knocking Bulldozer back against a big tree where he hit the back of his head, knocking him out. Atop his torso were the broken pieces of a miniature pumpkin.

The boys were barely able to comprehend what had just happened, as a lone figure stepped out from the woods. "Hobgoblin's are nice, but my pumpkins pack a little more punch," he said, regarding the explosive he'd thrown.

The villain wore a green and black outfit with a tattered red cloak. The most unnerving feature of the stranger, however, was his head. It was a pumpkin with a face carved into it. Yellow flames illuminated the inside and acted as eyes. They gazed upon the trio with murderous intent.

"It seems a few new toys have come my way!" He said in a creepy voice. "Just as well, I think I broke this one."

The assassin held up a chain and sickle, and began to swing it around into a circle. "I'm going to have so much fun with you..." The villain grinned as he launched it forward.

Flash managed to break out of his stupor long enough to shove Roberto and his passenger out of the way, but getting nicked across the cheek from the sickle blade. Rage began to take over his mind.

"No fighting, is that the rule?" Flash asked, as his Quirk activated and began to spread across his torso. However, this time it went beyond the usual areas and covered his entire body. Fingers became black claws, muscles increased in size, and the expression on the teen's face became downright wrathful.

"We say, screw the rules!!!" He finished as his face became completely covered in goo. Two jagged, white eyes appeared, the only standout features on his face as Flash got ready to battle.


"Don't you think you're a bit old to be doing this, green man?" Asked Piledriver, "Why don't you land over here and surrender before you break a hip!"

"Insulting my age? How pedestrian," Vulture retorted as he raised his wrists, shooting razor sharp darts at the pair of heroes. Piledriver leapt backward, and Wrecker jumped to the side, only to be slammed hard by a now upright Rhino.

Wrecker was knocked a good dozen yards before he finally skidded to a halt, his head in the dirt.

"That was a dirty trick, bro," Rhino grunted, as he advanced on the downed hero. "But your toy won't hurt me like that again. I never fall for same trick twice!" He charged forward as Wrecker got to his feet.

Raising his crowbar, it glowed with a maroon energy as Wrecker gripped it from both ends. Rhino charged headfirst into the tool, and managed to move Wrecker back several feet as he struggled to hold back the villain.

"Aleksei Sytsevich," Wrecker glared. "Alias, Alex O'Hirn. Alias, the Rhino. Wanted for nine counts of aggravated robbery, five counts intimidation, and one count attempted murder."

Rhino grinned, "Ha! Only one? They are behind on that score, bro." He quickly lowered his head and hooked the crow under his horn. Jerking his body upward, he yanked Wrecker off the ground and through the air.

Shocker was waiting with charger gauntlets, and fired a concussive blast at the off-guard Wrecker. The hero managed to twist himself and strike the blast with his crowbar, deflecting it away as it hit the ground, making a small crater.

Wrecker landed hard, in the line of sight for the Chameleon. The villain had gotten back in the fight and was shooting his pistols at him. Piledriver leapt in front of his teammate, his enlarged fists forming a sort of shield in front of the two. The bullets didn't penetrate, but Piledriver grunted in pain with each impact.

"What the hell did you come here for, criminal?" He demanded.

"That's for us to know!" Retorted Chameleon as he began to reload his gun, covered by Kraven, who prepared to attack alongside Sandman.

Bulldozer, Thunderball, Wrecker thought. I hope you guys're having better luck than we are!!


Peter leapt as high as he could, narrowly dodging Juggernaut's latest move. The fight had spilled out into the construction supply section of the headquarters. It looked very much like a work zone, complete with steel girders, tools, and a deep pool of wet cement that was kept slowly churning by a giant mixer.

"You're outta yer league, kid!" The villain called, "Nothin' can stop me!!"

"Oh that's why the call you Juggernaut!" Peter conked his forehead sarcastically, "Now I get it!"

"Rrrrramming Speeeed!!" Juggernaut roared, charging the boy again as he landed. Peter managed to narrowly dodge the villain's ramming attack, but Juggernaut lashed out with his arm, striking Peter in the stomach and launching him back into a series of green barrels. One of them visibly dented as the boy's body made impact.

"Had enough?" Juggernaut smirked, making his way over.

"I'm not done yet," Peter shakily stood back up, noting the flammable material label on the barrel. "Let's see how you like it," he muttered.

As the villain prepared to make another charge, Peter took the initiative and rushed him first. As Juggernaut lurched to grab him, the boy leapt up, landing on his shoulders and flipping up and over, shooting several web lines to try and secure him.

Aiming backwards, Peter shot a web at the hazardous barrel, pulling it forward as it sailed through the air towards Juggernaut. I hope this stuff really is flammable! He thought as it broke apart.

A loud BOOM!! echoed through the building, as Peter ducked in cover. Explosive, even better! He grinned. Unfortunately, the villain charged through the flames and struck him hard with his shoulder. Peter was launched through the air, crashing through walls and into a steel beam. He landed on the faux-dirt floor hard.

"Owwwww..." Peter groaned, "Ok, that hurt..." In spite of his enhanced durability, he could feel several cracked ribs. It was already getting harder for the boy to breathe. To make matters worse, his left web shooter had taken too much damage after so many impacts and broke apart.

"I told ya!" Juggernaut leapt down toward him, landing a few yards away. "I'm unstoppable!! That's not just my Quirk's name, it describes what I am!"

He thumbed to his chest, "I had this armor made special after San Francisco. When I'm wearing it, I don't need food, water, or even air to survive! You could hit me with the strength of a Hulk into outer space and I can take it!! I'll just come back and hit you even harder!!"

Super... Peter thought as he struggled to get back up.

"So tell me somethin'," Juggernaut continued. "You really think you can save that little brat from before? That does sound like something a wannabe hero would say. Your kind likes to mouth off about justice."

"I... I don't have to beat you, dumbass," Peter glared up at the villain. "I just need to get you far enough away so he can escape!"

"For now," Juggernaut shrugged. "But once I kill you, what's ta stop me from going back and taking care of the kid, just to spite ya? A promise don't mean much when yer dead! So don't make any that ya can't keep!!"

That Quirk of his is too powerful, thought Peter. I need a plan. If I worry about Ricky or anyone else right now, I'm dead. I've gotta to focus on the enemy in front of me!

He looked down at his damaged web shooter, there was a bit of fluid left in the cartridge, but with the trigger broker, he couldn't shoot it. But maybe...

"Why don't you tell me something, chrome dome," Peter grinned. "Do all those head-on charges rattle your brain at all? Because I went up against a guy who fights like that once, and compared to him, I'm not all that impressed."

Juggernaut snorted, "What, you talkin' about that Rhino guy? My power makes him look like a chump!"

"I don't know who that is," Peter blinked. "But I'm talking about a guy called Hammerhead. Now he was tough. Had a nice suit on too, nothing flashy or overly compensating like your little number!"

The villain glared at Peter, "Got a smart mouth, do ya? Well it just landed you in another world of hurt!" He began to stomp over as the boy waited for the right moment.

NOW!! He bent the top of his web cartridge and threw it to the ground at Juggernaut's foot. The moment he stepped on it, the container broke open and exposed the fluid to air, which made the web explode all over the surprised villain.

"What the-!?" Juggernaut struggled against the expanding bindings as Peter used his working web shooter to secure the villains arms until they too were coated by the fluid. He didn't stop until it ran empty, and his opponent was covered in a cocoon of webs.

Only the villain's domed head was visible, as he continued to struggle. Peter limped past Juggernaut, dog tired but victorious. "There, now just think about what you've done..." He said flatly. Peter's breathing was heavy and he winced as he clutched his ribs.

"Y-You got him!!!"

Peter froze at the sound of the voice. It was Ricky, climbing over rubble and staring in awe at the sight before him.

"Ricky, what the hell are you doing here!?" Peter asked, horrified. "Get over to the Panic Room, now!!"

"No! l have to know!!" The boy exclaimed, getting even closer. "I have to know why he did it!!"

This caught Peter off-guard, especially having been in a similar position himself not so long ago. But before he could respond, he felt the warning of his Spider-Sense go off. Charging forward, he picked up Ricky and leapt up high on a support beam as Juggernaut broke free from his restraints.

"Damn!! That didn't hold him!?" Peter asked aloud.

The villain smirked, "I told ya, nothin' can stop me!!" He ripped off the remaining web on his arms, "If yer gonna try and keep me down, ya need something a lot stronger!"

Peter grit his teeth in frustration. Not only was the villain still able to fight back, but now he was down both web shooters and had to keep a small child out of harm's way.

Ricky squirmed under Peter's arm, "Why did you do it!? Why did you kill Mommy!?"

Juggernaut stared up at the kid, "Yer gonna have ta be more specific. I've killed a lotta people in my day."

The boy glared at the armored villain, "Demolisher!!! Did you torment her like this before you killed her too!?"

Juggernaut blinked once, before seemingly putting the pieces together. "Oooh, yeah I remember now!!" He said, his fist landing in his cupped palm. "I was working a job and the crazy broad jumped me! I dunno what she was thinking, taking me on alone... You're seriously her kid?"

"This is all your fault!!" He yelled, tears in the corner of his eyes. "Nothing in the world is right anymore and it's because of crazy people like you!"

Juggernaut sighed, "Kids; always so quick to say it's someone else's fault..." He raised his head back up, "Don't get the wrong idea. It's not like I took her out 'cause I was in a bad mood or nothin'. She just got in my way. Once I start movin', I don't stop. It's just what I do. She tried to stop me, and paid a price for it. What happened was the result of an exercise in futility."

He smirked again, "The real tragedy is promising to do something you aren't capable of doin'. That's why your dear old mommy died."

Finally, Peter had heard enough. Bracing himself for the inevitable pain, he shot his free hand forward. Instinctively, his middle and ring fingers hit his palm as a stream of web shot out from his wrist.

It hit the villain's helmet, temporarily blinding him as he struggled to get it off. Peter held tightly onto Ricky as he shot another web-line, wincing as he did. It connected to the high ceiling as he swung out and back into the Supply Section.

Peter placed the boy up on a high observation platform, the railing keeping him from going back. "Now listen," he ordered. "You stay up here and you be quiet until I come back. Do that, and the bad guy won't come after you. Ok?"

Ricky, a bit shaky and fearful from his encounter, nodded in agreement as Peter dove off and shot a web, swinging to a different vantage point.

The sound of a wall bursting open signaled the arrival of Juggernaut. As the dust settled, the villain looked around for the teen. "C'mon out, little bug," he called, a slight echo went around the open area. "Yer just makin' it harder on yerself!! Not just on you, but that kid!"

From the high ceiling, Peter's eyes narrowed as Juggernaut continued on. "How are you gonna save him, huh? Don't make promises you can't keep! Live up to your words or they don't mean anything. You're no hero, just a fraud, and you'll die that way!"

"You know, you really shouldn't say stuff like that," Peter advised from his hidden position. "It's not very in character with the muscly meathead I always kinda thought you'd be!"

Juggernaut scowled beneath his mask, and gazed upwards. But he could see nothing except dark shadows.

"You ruined that kid's life, you know that?" Peter continued. "It's time you took responsibility for your actions!!"

"Think yer smart, do ya?" The villain grunted. He glanced at one of the support beams, "Hiding up there won't mean much when I bring this dump to the ground! All I've gotta do is smash up the supports, and it all comes crashin' down!!"

"'Crashing down'? You mean like this!?" From above, Peter had pulled back his webs and slingshot himself down atop Juggernaut. The red villain barely budged from the impact.

"Sneak attack, eh?" Juggernaut looked into the boy's eyes, "Not very heroic!"

"You're in no place to be judging someone's actions, bub," replied Peter. He made a "rock on" gesture with his hand, then jammed his index and pinky finger through Juggernaut's eye holes, right into his eyes.

"AAAAAUUUUUGGGGHHHHH!!!!" He roared in pain, swinging his arms around to grab at Peter. But the boy, listening to his tingle, crawled around the villain's massive body to abound the strikes. "YA DIRTY, SUNOVA-mmmph!?"

He was cut off as Peter shot webbing over his mouth. "Ah-ah! No potty mouth in front of the kid!!" The teen chided, further infuriating the villain as he began to run blindly into anything he could to try and scrape him off.

Unfortunately, being somewhat blinded, he had no idea where he was going, and Peter used that to his advantage, forcing Juggernaut to run headlong into a parked excavator. The teen flipped backwards off his shoulders as Juggernaut's domed helmet slammed into the bucket and then the cab. It shattered into pieces with sparks of electricity jutted around as he was hit with the impact of a small explosion.

Peter landed hard, nearly falling over as he breathed heavily. With any luck, that stunned him a bit, he thought, before looking down to his bloodied wrists. Claire's not gonna like this-

A sudden alert from his Spider Sense told him the fight wasn't over. Unfortunately, Peter was so tired and dizzy from the blood loss, that he was slow to react, and the red armored Juggernaut grabbed him by the shirt and yanked him close.

"That... Was not smart..." The villains eyes were glaring, bloodshot and watery, and his veins became more pronounced. No doubt about it, he was pissed. Juggernaut reared his other hand back and threw a hard punch into his foe's stomach.

Peter threw up his dinner as two of his ribs broke, he was in so much pain. The villain wound up and delivered another punch, further injuring the teen.

He couldn't scream, let alone breathe. He felt blood in his mouth, mixed with the bile from his stomach. It felt sticky on his chin and neck. Fire burned through his chest. Every breath was agony as he felt yet another crunch rattle through his diaphragm, increasing the pain tenfold.

"Aw, what's wrong?" Asked Juggernaut, mockingly holding him up. "I thought you were gonna stop me, 'hero'!"

Peter raised his head shakily, his left eye swollen and and black. "G-Go to hell," he muttered, and spat a stream of blood into Juggernaut's eyes.

Unfortunately, the villain raised his hand to block at the last minute, and he slammed the Peter to the ground. The impact on his back and head left him breathless and dazed.

This guy... he thought. He was holding back before. But now... Peter could barely stay conscious at this point. He knew he stood no chance against the raw power of Juggernaut. Thoughts of his friends and family raced through his scattered mind. Aunt May... Mr. Stark...I'm sorry. I guess I wasn't strong enough...

"...NooooooOOOOOOO!!!!!!"

A yell which started out softer in tone grew louder and deeper. There was a sudden crash, then without warning, something big and muscular slammed against the Juggernaut, knocking him several feet backwards. Through his blurred gaze, he could make out a hulking figure.

"RRRRRRAAAAAUUUUGGGGHHHHH!!!" It roared, with a voice that while slightly gruffer, sounded eerily familiar.

The teenager's eyes went wide as vision sharpened. Standing nearby was a monstrous blue figure. It was roughly 6 feet tall, covered in blue scales, wore a pair of matching blue pants, and had glowing yellow eyes. After looking up to the empty platform, it suddenly dawned on Peter who this was.

"...Ricky?" Peter couldn't believe his eyes, "Y-You're a-"

"Abomination!?!?" Juggernaut exclaimed in shock, getting back to his feet. "When the hell did he have a kid??"

But the villain didn't have time to ponder things, as Ricky charged forward, slamming his shoulder against his armor. His scaled body was durable enough that he didn't have a scratch on him. And Juggernaut was launched backwards toward the cement pool.

Quickly, the blue creature whirled around and glared at Peter, his yellow eyes glowing with the rage he'd built up since the day everything went wrong for him. Slowly, he advanced on the battered teenager.

"Ricky, you've gotta calm down!" Peter pleaded, trying to avoid another crushing blow. "Your mom wouldn't want you freaking out like this, would she?"

The mention of his mother only seemed to further infuriate the transformed boy, who swung wildly in an attempt to connect.

"Damn it, kid!" Peter yelled, avoiding a punch that left a crater in a building wall. "You're not helping the situation right now!!"

Come on, genius! THINK!!! He thought to himself, struggling to find a solution. Suddenly, it hit him, an idea so crazy and stupid that it just might work.

"Hey Ricky!!" Peter leapt down, getting the boy's attention, as he charged toward him. "Knock-Knock!!!" The prepubescent monster threw another punch, which Peter barely managed to jump above and avoid.

"I'll take that as a 'who's there'?" He asked.

Ricky seemed to slow down, as if listening in spite of himself.

"Lettuce!!!" Peter yelled.

The monster's eyes narrowed, and he struggled to speak. "L-Lettuce who...?" He rumbled in a lower voice.

"Lettuce in, it's cold out here!!!" Peter spread his arms wide, gesturing to the snow outside the big window.

For a moment, Ricky stood completely still, dumbfounded. Finally, a light, half-smirk began to grow.

"Heh," he said.

Peter could hardly believe his eyes. It's working!? "O-oh, liked that one, did ya?" He asked, thinking quickly. "How about this then; what do you call a pile of cats?"

Ricky shrugged his giant shoulders and grunted, as Peter pointed up high, "A meow-tain!!!"

The monster-boy snorted, and began to chuckle, "Heh heh heh..." His big hands went up to cover his mouth and stifle his laughter. Peter took note of his appearance, as the muscles began to regress slightly in size. His bluish skin turning paler.

"Hey! This spider's not too bad with jokes, is he?" Peter asked. "But you know what can't tell a joke? An egg!! You know why?"

Ricky, still trying to keep from laughing, slowly shook his head.

Peter pointed his index finger at him, "Because they're always cracking up!!!"

The boy couldn't take it anymore, and exploded into hysterical laughing. He fell over onto his back, rolling around and smacking the ground with his fist. Finally, Ricky transformed completely back into his original form and began to settle down, tired from his recent ordeal. He wore nothing except the blue pants that shrank along with the rest of his body.

Thank God, Peter breathed a sigh of relief. That was my last kid friendly joke!

He walked over towards the panting Ricky. The lack of a tingle told him that it was safe to approach the boy.

"Ricky?" He asked cautiously touching his shoulder, "You alright bud?"

Ricky looked up at Peter, "W-What happened? Did I-"

The duo's attention snapped back to the villain. Juggernaut was stunned for the moment, but not for long. Peter looked around for something that could help, and his eyes fell on the deep pool of churning wet cement. Looking back at Juggernaut, a plan quickly came together.

Shooting out a web strand to either side of a set of girders, Peter strained backwards until the lines went taunt. Unable to hold it long, the teen prayed he had the angle lined up right as he sailed through the air and landed on Juggernaut's dome. He covered the villain's eye holes with his hands.

"Hey!! Get off'a me!!" The villain exclaimed, swiping his arms around again as Peter crawled over his body, trying to stay out of reach. Juggernaut charged at random spots, trying to force teen off by slamming into their surroundings.

"Rrrrgghh, fine!!" Juggernaut growled, grabbing a hold of Peter's shirt. "If I can't scrape ya off, I'll rip ya off!!!" He pulled hard, but the teen held firm, and Juggernaut only managed to tear off a chunk of Peter's shirt.

Peter continued to hold on for dear life as the villain stumbled around, trying to get him off. "Go ahead, hang onto me!" He yelled, beating his fists against the teen's back. "Hang on til I pound the life outta ya!!"

I don't doubt he'll do it, Peter grimaced, trying to endure the strikes to his back. Thankfully, due to the angle, they didn't land as hard as before. But still, they hurt.

He won't give up... The teen held firm in his position, legs wrapped around Juggernaut's torso and hands covering his eyes. But I have to hold on!! This... Might be my one chance! Even if it only stops him for a little while... But man, it hurts!!!

Juggernaut continued to struggle against Peter, before deciding to just grab on and fall backwards. He'd allow the combined weight of his body and his armor to crush the brat. The villain gripped Peter's bloody wrists, "Ya know that little last ditch effort did nothin' but piss me off, right?"

"Yeah..." Peter grinned tiredly, "But it did get your attention." With his captured hand, he pointed downwards, the villain's eyes followed before widening in fear.

"What the-!?"

Juggernaut had just realized he was half-submerged in the cement pool and sinking fast. He struggled to free himself, but with the heavy armor on, it was a futile effort. His Quirk was effectively worthless in this scenario, as he fell deeper into the pool.

"Looks like I found a way to hold you after all," said Peter. He strained his feet against Juggernaut's dome and yanked himself free, the blood on his wrists adding lubrication.

"Hey, whadda you mean!?" The villain yelled, trying to grab at Peter as he made his escape. "Come back here!" The teen landed in a heap just outside the perimeter as Ricky watched on.

"You think this'll hold me!?" Juggernaut went on angrily, "I'm the Juggernaut!! I smash cement!!"

Peter turned back to his sinking opponent, "Wet cement? Juggy, you're like a man in quicksand right now."

Juggernaut thrashed at his trappings, "It doesn't matter! Once I touch bottom-"

"Bottom's gotta be about 40 feet down," Peter snapped back, struggling to rise to his feet. "You won't be doing much of anything for a while."

The villain glared as the cement reached just below his head. "That still doesn't matter!" He declared, "I'm the Juggernaut, ya hear!? I don't need air!! I don't need food!! I-"

But his last words were cut off as the rest of his body sank beneath the grey waves, finally silenced for the time being.

Struggling forward, Peter limped his way over to the churning machine. Looking over the various parts, he selected a lever and pushed in down. The mixer gradually slowed to a stop, allowing it to eventually harden.

Completely worn out, Peter nearly collapsed in relief, exhaling as best he could with his cracked ribs. Blood dripped down his wrists and the side of his mouth. But he had won.

Ricky stared incredulously at the proceedings off to the side, the words his Uncle had previously said flashing through his brain.

"Ricky, your mom left you behind in this world," he'd said. "But her legacy is all around you, in the lives she saved that night. I hope you'll see that someday. You'll meet someone just like her, and then you'll understand why we do this. Someone who will risk their life. Someone who'll be..."

"...a hero," Ricky finished.

.

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Barber's Chair

• Yup, I decided to make Ricky this universe's version of Rick Jones; a longtime supporting character of the Hulk in the comics, and the alter ego of A-Bomb.

• A couple of boxes ticked here, not just from a MHA plot progression standpoint, but also a few key moments from mainstream Spider-Man's life. He had a knockdown, drag-out brawl against Juggernaut in the comics that ended in a similar fashion with him being encased in cement.

• While not quite the same here as the comics, Spider-Man has had a few run ins with the Hulk, being one of the few who can keep up with and avoid his monstrous blows. Additionally, he once pacified the rampaging Hulk by telling him a knock-knock joke, something I thought would be fun to reference here.