Run.

Run. Run. Run.

That's all Spider-Man could think of: Run! But he couldn't just run off, no matter what his instincts repeatedly told him to do. Right now, his team(s) really needed a functioning leader. But they're going to get you! The sane part of him would argue, which Spider-Man stubbornly shushed. He really needed to focus right now, and ones' inner voice could get remarkable distracting.

So he took a deep breath, and looked over the scene before him and tried to spot enemies among the shadows. "Everyone, regroup." Spider-Man commanded, landing in the center of the training room. Immediately, his fellow comrades were there with him, they formed a circle, back to back, looking for their opponents.

"So, what's the plan Spidey?" Agent Venom asked nervously, his stance was little shaken up, but he held his fists up and ready.

"Hmm...what kind of plan would work on them?" Spider-Man wondered out loud, tapping his chin thoughtfully.

Nova's glow shone bright around everyone, which also proved to be their only source of light in the darkened room. He hovered a few inches off the ground as he proclaimed, "Figure it out Webs! That's why you're the leader!" Spider-Man would have teased Nova about actually addressing him as the leader, if not for the sarcasm that seemed to be literally dripping from his tone.

Spider-Man scowled, a million thoughts racing through his head. But before he could come up with any plan, there was a low whistling noise. "Watch out!" Spider-Man called, ducking as everyone followed his example. But there was an indignant cry, and sudden Kazar was pulled into the shadows. Zabu growled in displeasure at his brothers' disappearance and bared his fangs angrily; fur bristled and stood on edge.

"Easy there," White Tiger comforted sub-consciously next to Zabu, and rubbed his ears comfortingly with one hand, all while keeping a defensive stance and alert gaze as her eyes wondered through the shadows as well.

They couldn't see with all this darkness, if they were to take down their enemy they needed light. Spider-Man could barely make out figures stalking in the shadows, slowly surrounding his team. They were all sitting ducks right now. Abruplty, there was a familiar tingling in Spider-Man's skull and he knew it was now or never. "Nova light us up!" Spider-Man yelled as he dodged another attack.

Nova rose higher in a flash, and shone brighter, encasing the room in his light. The familiar faces of the Avengers greeted the teens, as they noted that they were, in fact, surrounded. Spider-Man was barely able to dodge one of Hawkeye's net arrows, which instead flew past and hit Power-Man. "Really?" the muscled teen grumbled in annoyance, but broke through the net with ease.

"What? I miss one, I always get another." Hawkeye smirked at them, a new arrow already notched in his bowstring.

"Hey, if you guys want to give up we totally understand." Iron Mans cocky voice called. The genius allowed himself to light up his armor, due to the darkness withdrawal from Nova. His arms were crossed over his metal-covered chest, in a lazily triumphant stance, as he hovered in the air with his suit boosters. "I would probable surrender too if I was in your position."

Spidey and his team scowled. It was Nick Fury's idea to let them train against the Avengers, they all knew they were poorly out skilled, and would most likely lose without a doubt. But they were also a stubborn bunch, and utterly refused to surrender. Even to the Avengers. "I don't think so," Spider-Man answered for his team, getting into his normal spider crouch. "Kay' team(s), get ready!"

"Avengers go!" Captain America called, and the Avengers jumped into action.

Spider-Man immedianly took control and called out, "Power-Man, Rhino your guys are on Hulk. Dagger, Cloak, you're on Hawkeye. Iron Spider and Iron Fist, get on Iron Man. White Tiger, and Zabu your on Black Widow. Squirrel Girl, and Nova on Falcon. Agent Venom, and Triton your with me against Captain America!" Spider-Man jumped forward, "Lets show em' what S.H.I.E.L.D Academy can do!" the rest of them followed after him with a bold battle cry.

Power-Man and Rhino charged the Hulk, who scoffed in amusement. "Get ready to be smashed!" Hulk jeered in his usual deep, gruff voice, now tinted with humor, as ran forward to meet them.

Cloak transported himself and Dagger next to Hawkeye, said archer quickly rolled to the side with an arrow already aimed and ready. "Hmm, I suppose I need a work-out." He smirked to himself, "Better notch of your skill level kids, I'm not going easy." and let loose his arrow. Cloak teleported away from the projectile and appeared right behind the archer, "Funny," he lamented. "I was going to say the same to you."

Iron Spider and Iron Fist approached Iron Man; Iron Spider hovered in front of the billionaire genius. "So you're the kid who donned the Iron Spider suit." Tony Stark observed casually, "I designed it ya know."

"I know," Amadeus Cho answered from inside. "I could tell by the design flaws that I often find in your projects. So I upgraded most of it, it should work a lot smoother now. Now let's see who has suit is better." His words all but screamed: Challenge!

"Design flaws?" Tony sputtered in disbelief. "For that, I'm not going easy, on either of you."

"We wouldn't have it any other way," the calm and collected voice of Iron Fist spoke. He jumped high in the air, his fist aglow with power, "HIYAAA!"

White Tiger and Zabu leaped at Black Widow, both with an intimidating growl bubbling up their throats. "Okay kitties," Black Widow spoke boredly. . "Let's get this over with, shall we?" White Tiger willed her claws out with a compelling shink, Zabu poised himself by her side. "Lets." White Tiger agreed, Zabu roared approvingly.

Nova and Squirrel Girl, with her small squirrel companions, raced to Falcon. "I'll get him from above, you hit from below. Got it?" Nova said, flying high toward Falcon.

"Got it." Squirrel Girl piped back.

"Yes, all right. Thank you for telling me your plan." Falcon called, shooting some of the red beams at them from his wings. "Now I know what to expect." He shot abruptly toward Nova, hitting the kid (softly) in shoulder and sent him careening to the floor next to Squirrel Girl.

Spider-Man flipped high in the air, landing in a perfect crouch in front of Captain America. Triton and Agent Venom were ready by his side. "Nice plan Spider-Man," Cap briefly complimented, he held up his shield to block a punch from said arachnid.

"Thanks Cap," Spider-Man beamed at him, a small burst of pride flickered in the teens chest.

"Hey, no complimenting the other team!" Iron Man scolded the American icon, while shooting a repulsor beam at Iron Fist and dodging another energy beam from Iron Spider.

Captain America rolled his eyes under his helmet. "This isn't a contest Tony."

"Yes it is." The voices of almost everyone else echoed back. Both Cap and Spidey groaned in exasperation, giving each other knowing looks as they fought. "Take this!" Agent Venom shouted, letting his missile launchers rise out of the suit and shoot at Captain America. The solider rolled away from one, while blocking another with his shield.

While Triton was an exceptional fighter, he still wasn't the best at fighting on land with hand-to-hand combat, especially against people who have trained differently than he had. If he had at least a small of water it would be a real exceptional fight, but they didn't, so he just stood there kind of awkwardly; trying to mimic some of moves Spider-Man and Agent Venom's did, in hopes of hitting his target. Spider-Man saw him struggling, "Hey Triton, use your arms to block him. And watch your legs; he'll try to sweep them out from under you."

"Good idea." Captain America complimented again, and swept the inhumans feet away with a swift kick. But before the Inhuman could hit the floor, Cap delivered a smooth (but still sort-of soft) punch, so Triton flew back and hit the wall. "Down," Cap proclaimed. Triton nodded in defeat, though he didn't look too disappointed.

"Sorry," Spider-Man apologized to him.

"All is well," Triton assured, actually looking relieved to be taken out of the battle and went to sit against the wall on the far side of the room with Kazar, who earlier had been 'downed' as well. "That was rude," Spider-Man commented bluntly and turned to Cap.

"The battlefield won't always be fair," Cap answered wisely.

"Yeah, you're right...well, at least let me return the favor." Spider-Man retorted, feigning a hit at Captain America's torso, but actually dropping down on his hand and trying to knock the Captains feet out from under him. Cap managed to barely dodge the attack, but it left him unbalanced. The soldier flipped backwards to prevent falling, but that forced him to momentarily drop his shield and roll away. Once he was back on his feet, he ran to retrieve his shield, but Agent Venom intervened. The symbiotic hero was no match for the skills of the man out of time, but he was holding up a good enough fight for Spider-Man to take a moment and observe the rest of the battlefield, to see how everyone else was doing.

Rhino and Power-Man were holding up pretty good against Hulk, though they looked to be getting tired. Hulk was used to having to constantly fight against others who could match his strength, and fighting someone strong and experienced was taking its toll on the super-powered teens.

With Dagger and Cloak, Hawkeye had ensnared Cloak before the teen could teleport away and gave a roubd-house kick which knocked the teen away, before proclaiming him "Down," leaving Dagger to fend off against the archer herself. She seemed to be doing pretty good, but Hawkeye was quickly gaining the upper hand.

Iron Spider and Iron Fist were an exceptional team. Well...until Iron Man took an impeccable shot and knocked Iron Spider away. But before Iron Man could call nominate him "Down," Iron Spider was up again, but his suit was slightly malfunctioning. "Who's got the best suit now?" Tony snarkily laughed. With Iron Spider almost 'down', and Iron Fist not having the technological advantage like Tony, they wouldn't last much longer.

Black Widow had knocked Zabu down, and the big cat was happily purring next to Kazar with the other downed heroes. White Tiger was barely handling the expertise of Black Widow, focusing on only defense for she had no chance to switch to offense. One more venom blast from the former-assassin and White Tiger would be down for the count.

Falcon had earlier knocked down Nova, and just finished off Squirrel Girl and her furry companions and flew to help Hulk; causing trouble for Power-Man and Rhino.

Spider-Man looked back to Agent Venom; the symbiotic hero was being forced down to his knees; pushing against Cap's shield while Cap pushed it back forcefully. "Uh, Spidey?" Agent Venom squeaked. "Little help?"

Spider-Man shot two webs at Captain America's back and pulled him away. "Whoa, whoa, you guys weren't going to continue without me?" Spidey scolded Cap, before shouting, "Hey team! Wanna switch dance partners?"

Without even replying they all reacted. Rhino and Power-Man moved away from the oncoming assaults from Hulk and Falcon, and instead hit into Iron Man. Iron Spider was down, so Iron Fist moved to Black Widow allowing White Tiger to escape the onslaught and attack Captain America. Spider-Man and Agent Venom swung over to Hulk and Falcon, Spider-Man landed in front of the Green Goliath, while Dagger threw her own light daggers at Falcon, and Agent Venom went after Hawkeye.

The Avengers were struck with momentary surprise, before quickly adjusting to the sudden change. Fortunately, Agent Venom was still able to knock Hawkeye away, using the symbiotes ability to absorb things to fend off the archer's arrows. "Down," Agent Venom proudly exclaimed as Hawkeye fell back.

"Yeah, go Agent Venom!" the heroes, both still fighting and the ones sitting out, yelled; some pumping their fists.

"Psh, beginners luck." Hawkeye scoffed, but took his respective seat against the wall.

Spider-Man crouched in front of Hulk, looking incredible small compared to the green giant. "I don't want to hurt you Spidey." Hulk said with a hint of mischief.

"The feelings mutual buddy," Spider-Man replied, but attacked anyway. He ran forward, and feigned jumping up. Hulk fell for it, and reached up to catch him, but was surprised to feel only air. Spidey instead ducked and slid between Hulk's legs, shooting two webs at his back calves and pulled with all his might. Hulk grunted in surprise when he felt his feet get pulled from under him, and he landed with an "Oomph!" and a giant crash.

Spider-Man panted slightly from the exertion, but proclaimed proudly "Down!"

"Whooohooo!" the teens all cheered louder. "GO SPIDEY!"

Hulk gave Spidey a satisfied look, "Nice move," Hulk smirked, "Bug Man" Hulk added and took his spot next to Hawkeye. "Arachnid!" Spidey quickly corrected and went to attack Falcon who had thrown Dagger into Agent Venom and they both went 'down'. Power-Man was 'down' too.

It was now Spidey, Iron Fist, White Tiger, and Rhino against Iron Man, Captain America, Falcon, and Black Widow. They all faced each other, taking a moment to catch their breath. Spider-Man stood up straight and looked at his Avenger foes. "Bring it on! We're not going down without a fight." Spidey said confidently. "Nothin's going to stop us from taking you on!"

Both teams rushed to each other, but were abruptly interrupted by a loud boom and the sudden flash of red lights and S.H.I.E.L.D alarms ringing. Everyone looked accusingly at Spider-Man. "Me and my big mouth." Spidey muttered sheepishly, while rubbing his neck under the stares.

All the wrist communicators the heroes carried beeped to life, and their boss and Director, Nick Fury, popped on screen. "Hey Nick, what's going on?" Spidey asked. "We were just about to give the smack-down to our superiors."

Hawkeye snorted.

"Not entirely sure," Nick replied, though his voice was calm and collected as it ever was. "What we do know is that the Academy has been compromised. Gas bombs just exploded in the ventilation systems. Someone sabotaged the filtering programmed in the main-frame, but we're still not sure who did do it. No one can yet identify what the gas is yet, so I want all of you stay where you are. We're shutting off as many of the vents as we can."

"Whoa." Spider-Man commented. "So, is there anything we can do to help?"

"No." Nick Fury commanded firmly. "You. Stay. Put. You understand me Spider-Man? I'll have your court-marshaled if you so much as take on step out of that room. Fury out." Then the screen went blank. Spider-Man scowled at his wrist, "Why do you always say that to ME?" he whined, though the Director didn't reply.

"Because you never do what he says." Powerman laughed; swinging an around Spidey's shoulders. The arachnid glared at the bigger teen, "That's not...completely true."

Powerman chuckled.

It was quiet for a moment, all the heroes stood awkwardly as they observed the room for any signs of the unknown gas. "So, we're pretty much stuck here?" Nova asked conclusively.

"Pretty much," Captain America confirmed with a sigh, watching as the vents in the training room closed. The lights turned back on, filling the room with light once more so it wasn't solely depending on Nova, Dagger, Iron Fist, or Iron man anymore.

"Well that's just great." Hawkeye groaned, slumping back to the ground; taking out his bow and arrows to play around with them.

Iron Man looked around the room in disbelief, "Fury can't possible think that we'll stay here. I'm sure I can identify whatever this gas is, and get rid of it." He said.

"Come off it," Captain America told him. "If Fury thinks we can help, I'm sure he would have said something. Besides, this place is locked up now. If you go out there, some of leaked gas might come in here; and who knows what that'll do." The soldier reasoned.

"Well maybe-"

"No maybes'," Cap interrupted. "We're staying put. End of story." The two had a small, intense stare down before Tony regretfully looked away, mumbling how he hated it when Cap was right. Tony came out of his armor, and pulled a screwdriver from his pocket and pretended to work on his suit. Cap nodded in approval, before joining Hawkeye on the floor, the others followed his example, and sat down to wait out whatever this gas was. Spidey sat down next to Iron Fist and Agent Venom. Agent Venom sheepishly brought out a deck of cards that he had stored in the symbiote. "What?" he asked when he got weird stares. "It was just in case anything like this ever happened. Wanna play War?"

So they played. Which was a mistake as Spider-Man realized War was a game of luck and his luck was the absolute worst, especially after he lost 2 aces, and a few Kings and Queens in the first five minutes. So he excused himself from the terror of game-cards and instead shot a few careful webs and lazily lay on his own widely spun web while listening to the noise below him.

"Is that comfortable?" Spider-Man heard a few moments later, he peaked down to see Tony and a few others looking at him curiously.

"No, I'm just laying up here because I love to get back cramps." Spider-Man sarcastically replied. "Of course it's comfortable." He got up from his web, and carefully maneuvered till he was by the edge of the silky strands.

Tony watched with a little scientific look, "Have I ever mentioned how spidery you are?"

"You know, rumors say that's how I got my name." Said hero chuckled.

"You know what I mean," Tony told him.

Spider-Man shrugged in amusement and lay back in his web, enjoying the comfort and peace, but not daring to fall asleep. He was in the room with superheroes – yes. But superheroes with the attitudes of a 9 year olds (*cough* Tony *cough* Clint *cough* Nova *cough*). If Spider-Man were to fall asleep, he'd wake up with marker mustaches and the words "bug boy" written all over his costume, they'd probable color his mask lenses black too.

"I'm starting to wish I went to Asgard with Thor." Hawkeye ended up saying, so bored he was aimlessly tapping one of his arrows against the walls of the room. Natasha was by him, and annoyingly took his arrow from him and snapped it in half.

"Me too," Tony agreed, "Maybe I could get a look at the Asgardian armor. Perhaps even borrow some for a suit, I mean an Asgardian armor Iron Man suit-that could come in handy with Loki."

"I highly doubt Odin would let you 'borrow' some Asgardian armor." Cap tells him.

Tony stopped his work to scowl at Captain America, "You know you're really starting to rain on my parade." Cap laughs and offers a half-hearted apology.

All the heroes sat, lay, or paced restlessly. It really wasn't healthy to contain a bunch of super powered (more or less) individuals in a small space for a long amount of time, who knows what kind of villain is out there causing mayhem. Granted it's only been 10-15 minutes. But hey - they fight crime on a daily basis, they have the right to get paranoid.

Spider-Man had his hands behind is head, and turned to ignoring any sounds below him. He was just beginning to struggle to keep his eyes open when he felt one of his webs vibrate. By instinct Spider-Man immediately was up and had the intruder pinned to his web before he even fully opened his eyes. "Whoa! Hey, hey I give! Please don't eat me!" came a startled, though annoying, voice.

Spidey blinked, "Nova?"

"Yes! Let me up!" the smaller male commanded. Confused, and kind of annoyed, Spider-Man crawled off him and stared at Nova with a scowl. "What do you think you were doing?"

"They dared me too." Nova tattled, childishly pointing down to where a group of the other heroes were laughing.

Spider-Man scowled harder, "Get off my web!" he grunted, and promptly kicked Nova off. The younger gave a startled noise but hovered in the air before he could hit the ground. Spider-Man looked down at the powerfully immature people below him. "What was that for?" he demanded

"I was just talking about how spiders can feel vibrations in their webs, which is how they catch their prey or as a way they are alerted to any threat." Amadeus told him with a chuckle. "Nova said that ludicrous, and that he could barely touch your web and you wouldn't notice."

"So I dared him to touch it," Hawkeye said casually. "And I just won a bet. You owe me 20 bucks helmet head." Nova grumbled under his breath, and crossed his arms. "I'll pay ya later." He grumbled.

Spider-Man rolled his eyes, "Fine, experiment over. Now just...don't touch my web." He didn't know why, but Spidey's always hated it when people touched his webs, especially when he was laying on it; they always seemed ruined it; his beautiful and comfortable creation. "No touchy." He repeated sternly.

Tony smirked, "Why? Afraid we'll break it."

"Uh, yeah." Spider-Man replied bluntly. "You guys aren't exactly known for keeping things whole and intact."

"You do realize how spider-y that seems, right?"

Spider-Man blinked, he lifted up his mask and maturely stuck his tongue at the genius, and then settled back on his web. He ignored the laughs, and relaxed again. Not 2 minutes later something landed roughly on the web, once again Spider-Man was immediately up and looking at his prey...er...uh...his friend, he meant friend.

Iron Spider settled down in Spider-Man's web, "Hey, Spidey you don't mind if I'm up here either do you? I'm a spider too, and we spiders got to stick together right?"

Spider-Man raised an eyebrow, "You were annoyed of Tony weren't you?"

"Oh yeah."

Spider-Man rubbed his face, but nonetheless nodded. "Fine, just try not to move around a lot. And don't break anything." Iron Spider nodded, and just relaxed in the web, crossing his ankles and holding his hands behind his head.. Spider-Man nodded in approval, and turned to settle down. But then there was another dip in the web. This time it was Agent Venom, "Hey bro, can I come up here too? I'm a spider remember?"

The arachnid groaned in frustration, "Unfortunately," He growled. "Okay, but you don't break anything either." Agent Venom nodded. But then, all of the sudden, Natasha was up as well, saying simply "Black Widow," and settled in the web. He didn't even ask her why she was up here. She's Black Widow, and no one questions Black Widow.

Spider-Man looked at the other people below, "Anyone else?" he said in frustration. But that turned to surprise when everyone humorously answered "Yes" and clambered over to the web, mostly to annoy Spidey. "Wait I didn't-" Spider-Man started, but Falcon flew himself and Tony up, Nova grabbed Power-Man and Squirrel Girl, then Cloak teleported himself Dagger, Iron Fist, Kazar, Zabu, Triton, and Hawkeye up.

Hulk and Rhino were the only ones left on the floor below. "Hey, what about us?" Hulk complained.

"Er, sorry buddies," Spider-Man said, shoving Nova away from him. "I think my web is stretched to its limits." And it looked that way. The web dipped achingly far under the intense weight, and looked ready to snap. Spider-Man groaned again and crawled up to the sides of his web, away from the oppressive bodies flailing in the middle. He crossed his arms sourly and glared at them all, silently planning pay-back. But then he noticed how a couple of his webs were firmly connected to the sealed vents. Spider-Mans eye widened as he saw the metal pull out a little. "Wait-Everyone!" he cried. But there was a resounding snap!

Then a snap! Snap! Snap!

And everyone one was falling, and ended up in a giant pile on the floor; Spider-Man had Power-Man, Agent Venom, and Dagger sprawled on top of him. "Ow," he groaned weakly. "My internal organs."

"Uh, sorry Spidey," Power-Man said, waiting for Dagger to get off Agent Venom, before rolling Agent Venom off of him. He offered Spider-Man a hand up, which the hero took. He looked around, where his beautiful web was now a sprawling mess of silky strands. It was almost enough to make him weep.

Until he noticed the vent cover the webs were attached to – and that alone almost made him actually cry. There were four vents, to be exact; Spider-Man picked one of them up. "Oh crap!" he looked up where the-now opened-vent just started puffing out a fluffy-looking, white fog into the room. "No! No! No! No! No!" he chanted, and webbed the vents shut. But his webs were too thin and the gas went through it anyway, only at a slower pace.

"What do we do?" Cloak asked at a near panic.

They all looked around frantically, "It's only in the vents right?" Triton said.

"Yeah, I'll bust open the door." Rhino suggested, and ran to the door. "No!" Tony and Amadeus yelled, but there was a loud crunch and the door popped off, before falling out in the hall. More white gas billowed inside the room from out in the corridor. "Oops." came Rhinos voice, slightly muffled; Spider-Man swung over there and helped Rhino up from where he fell. Rhino hurried back inside, Spider-Man behind him.

It wasn't soon before gas filled the whole room. Coughs and hacks echoed in the room, people tried holding their breaths but it didn't work for very long. Spider-Man made himself a web-air bag and breathed through that as best he could, while stumbling around. As he searched his surroundings, he vaguely noticed how soft and fluffy the gas seemed – kind of like a cloud actually.

But those thoughts were rudely interrupted, as someone within the white haze hit into him, and he went sprawling on the ground, losing his web/gas mask in the process. Oh the gas was fluffy alright, enough so that Spider-Man could feel himself choking on it. His spider sense was no longer tingling, but banging a drum in his head while shouting: DANGER! DANGER! GET THE FRICK FRACK OUT OF THERE! Spider-Man whole-heartedly agreed. They had to get out, there had to be someway to-

Cloak! He can teleport! Spider-Man cursed his stupidity, and the stupidity of the 3 geniuses in the room, a boy who could teleport, a girl who was his best friend, and a whole team of heroes who didn't realize they could've just teleported out of there in the beginning. Ah! Curse all their mental stupidity!!!

"Cloak!" Spider-Man wheezed, it came out weak and choked though. So he tried again. Gathering as much strength as he could, Spider-Man yelled "C-Cloak! Can you tel *cough* teleport us out?"

His voice was muffled from the gas, and Spider-Man was afraid he wasn't heard. But then came Cloaks voice somewhere off to the side, "Sorry Spidey, I can't teleport unless *cough cough* I see you."

Spider-Man felt someone latch onto his arm, and nearly jumped out of his skin. But it was only Squirrel Girl. "Spidey?" she asked weakly, coughing violently into her hand.

"Yeah" he answered. He heard her sigh in relief, and squeezed his arm a little tighter. "Sorry," she apologized, noticing her firm grip, "I just needed to make sure someone was here. This fog creeps me out, every instinct I have is telling me to get out of here."

"Y *cough* eah. Me too." Spider-Man agreed. "Hey, how'd you find me?"

"I heard your voice and just, kind of just...followed it."

Spider-Man's eyes widened as a plan formed in his head, "Cloak, where *hack* where are you?" he shouted.

"Over here!" Cloak yelled back.

"Keep talking! I'll follow your voice!" Spider-Man replied. He and Squirrel Girl started toward where they heard Cloaks voice originates from. "Does anyone see Dagger?" Cloak asked.

"I'm here," came Daggers reply, some ways away from Cloak. "Keep talking Cloak, I'll follow your voice."

Somewhere Captain America seemed to catch on, because Spider-Man heard his powerful voice boom "EVERYONE! MOVE TOWARD CLOAK!"

"Cloak keep talking!" White Tiger yelled. Up ahead Spider-Man could see the soft glow of Nova, then a burst of light from Dagger, as well as Iron Fists glowing fists. Then a black figure appeared within the white gas and Cloak revealed himself, he alternated from sides, while talking and yelling into the gas.

Spider-Man stopped in front of him, Cloak saw and a look of relief painted his face. Squirrel Girl was still clutched onto Spider-Man's arm, though her grip had lessened drastically, and the two helped Cloak call the others over. Soon everyone was there, which was good because the gas-whatever it was-seemed to stick inside Spider-Man's throat, and caused yelling to be extremely difficult.

"I need to *hack* make two rounds to get *cough* everyone." Cloak said. They nodded, and the first group was formed, which consisted of most of the teens, with Falcon and Hawkeye. Cloak's cloak spread out, and engulfed them and they disappeared. Squirrel Girl had let go of Spider-Man's arm, but still looked a little spooked. She kept glancing around the gas, almost like she was looking for something.

Then a thought came to Spider-Man, "Are your squirrels still here?" he asked her.

Squirrel Girl shook her head, "They left before the gas *cough* came." She coughed violently again. "They must have sense it or something...I don't know, I'm still worried about them."

Spidey nodded.

Their short time was spent with hacking and coughing, until finally Cloak reappeared. "Come on," he said, and they all huddled around him. The cloth folded around them, and opened a moment later; only they all tumbled back into the white-atmosphere of the gas. They hadn't gone anywhere. "There are too many people," Cloak winced, "I need at least one person to stay here."

Of course Captain America, Tony, and Hulk volunteered themselves, and then argued with each other, because only one needed to stay behind. Maybe it was the gas, maybe it was the stress, but the whole situation seemed comical to Spider-Man and he chuckled - stupid heroics. He leaned over to Cloak and whispered, "I'll stay, just get those knuckleheads out of here."

"But Spidey-" Cloak immedianly objected.

"I'll be fine," Spidey interrupted wryly, "their Avengers, the world needs them. Just go, besides it could be forever for them to stop arguing."

Cloak looked hesitant, but nodded nonetheless. Spidey stepped back as he scooped up the few remaining heroes, including the surprised Avengers. Spider-Man was left alone in the white haze, coughing and sputtering. He felt a sudden sense of loneliness, and claustrophobia and fought down rising panic. The gas was so thick, and it was just everywhere! It seemed press against him and squeeze him together like a wall. Only this wall was not sturdy and if Spidey were to lean against it he would tumble into – seemingly - nothing. It scared him to think of moving, for fear that he would get lost and unable to be found when Cloak came back.

It was really cold too.

What was only a few seconds, felt like an eternity before Cloak finally came back? The teen appeared and swept Spider-Man up, and they left the white gas behind. Spider-Man appeared outside where the others were as well, and gulped in giant breaths of fresh air. He winced at the harsh brightness of the sun.

Spider-Man looked around to everyone else, and could easily discern the concern painted on all of their faces. They just inhaled a mysterious, most likely toxic, gas; which they were strictly ordered not to do by Nick Fury.

Oh, Spidey was SO going to be court-marshaled for this!

Which left two questions: What exactly did they just breathe in?

And, what's going to happen to them now?

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