As the tricarrier gained altitude, 8 figures stood on the deck looking down at the Academy, growing smaller with every second they flew higher. It was a rushed morning, and it was a good thing they had said their good-byes the night before, because they didn't have a chance to say good-bye again.

Not that they'd be able to, after the sad, emotional good-byes they received from the infected; they all seriously doubted they'd be able to make it through brave-faced, and not crumbling on the inside. Not that they weren't crumbling right now, more like slowly tearing at the seams.

The tricarrier stayed hovering around the Academy, or around New York, with the cloaking devise on to prevent unwanted eyes and attention. The teens stood for a few moments longer, before shuffling slowly inside the tricarrier. The first place they went to wasn't their new bunks, not the training room, not the cafeteria; but the main deck where all the monitors were set up so S.H.E.I.L.D could watch inside the Academy 24/7.

In the main deck Nick Fury, as well as the Avengers, were facing a giant screen that held several different squares, each square representing one of the main cameras within the Academy. At least 1 camera was by the sick beds of the infected, where the sick teens still lay.

S.H.E.I.L.D medications and sedatives proved only to slightly slow the virus infecting the teen's systems. So far, the virus wasn't fatal, only caused extreme pain due to their molecular structure being attacked, and redesigned. Very painful, but it shouldn't kill them, besides their healing factors and/or metabolisms were only weak, but they still slightly worked.

Without the leisure effects of the medicines, the virus was like a raging forest fire-completely unstoppable once it got too far. Now it burned through the infected veins, working to complete its tasks after all the sedatives were flushed from the systems. The infected cried and writhed on their beds as it over-took their bodies.

The volume was off, no one wanted to hear those agonized screams, but whenever Agent Venom looked at the screams, his brain automatically put in the tortured cries of Spider-Man (when he mutated in the hallway) and Agent Venom flinched every time. So much pain and so little help.

Nick Fury stared emotionless at the monitors, hands behind his back as his one good eye skimmed over the video feed. "Get ready for the lockdown procedure." He commanded. Agents at high tech computers, and screens worked frantically, talking into small microphones and typing in codes.

"Sir, ready for lockdown procedure Alpha Red 120.20.16," an Agent confirmed a few moments later, giving a stiff salute. Nick nodded, and waited for a moment, his eyes ghosting over the monitors. Then he said, "Commence lockdown." There was more typing.

The Avengers also looked at the screens, each with their own, unique pained look. They looked disgusted with themselves, but couldn't tear their eyes from the monitors. This was the only way...right? All their options were covered? They weren't missing one crucial detail? They didn't feel completely confident about this idea, uncomfortable and regretful actually. Thinking about those poor kids, locked in the Academy in pain, and they were simply stuck watching-it left bile on their tongue.

Lockdown commencing...a robotic female voice announced, official protocols will be enacted, all exterior entrance and/or exits will be cut off and sealed, monitors and technological funtions will remain fully operational. Tranquilizer gas will remain on stand-by until access is denied. Clint gave Nick and odd look, "What's the trang gas for?" he asked.

"A precaution; just in case Spider-Man can't keep his team mates under control and their behavior toward each other gets...aggressive," Nick Fury said.

Tony glowered, and crossed his arms. "But how long with the gas work? Are you just going to keep gassing them whenever they wake up? What's the plan here Nick? We can't just do that, we have to have a back-up plan, some sort of strategy in case this doesn't work." The genius ranted in frustration.

Nick glanced at him unimpressed, "If this arrangement proves futile," Nick informed dryly, "then we'll have to resort to our original plan. Sedating, and confining them until were can find a way to get rid of the virus. But that has the high risk of the infected getting out, and causing harm to my agents. That's something I'd rather not have Mr. Stark, so I suggest we all pipe down and cross our fingers in hopes that this plan works." Tony glared, but decided not to press Nick.

The director wasn't handling this better than anyone else, his tone implied that much. Fury was stressed, and frustrated as it was, if this was a way to ensure that no one else would come to harm, it was a risk he would have to be willing to take. He didn't like the idea of leaving people under his command stationed, and desolate. But if it was the only chance to keep deaths at a minimum, then he didn't have much of a choice.

No one paid the arrival of the teen heroes much mind, the Avengers noticed and tried to give them reassuring looks, but the teen heroes weren't babies; they didn't want nor need sympathy. What they needed were their team mates back. But until then, they...well; they weren't sure what they were supposed to do. Train, maybe? Try and pretend that everything was okay and this situation would play into their hands? Yeah right...

The robotic voice announced that the lockdown was starting, and the teens watched through the monitors as all exits leading outside the Academy were closed, and sealed through several tons of strong steel and metal. The vents were closed off as well, both inside and out; the underwater storage and delivery compartment was also sealed. Nick didn't forget about Triton, the one hero in the Academy you would be able to swim through the water and toward New York, with the underwater compartments sealed, he couldn't even touch the water.

Windows were shut, any compartments leading down, or outside might as well have been glued shut with the strongest glue known to man. By the time the lockdown was completely over with, there was nothing that could get out of (or in to) the Academy. The teen heroes wouldn't admit it, but when those doors closed, it was like officially sealing the sick and demented fate of their friends.

Kind of depressing, when they thought about it; so they didn't try to think about it too much, which only proved seemingly impossible. All the heroes stood there for a moment, silently watching the monitors with solemn eyes, until Tony broke the moment, "As much as I'd love to stay and watch this, I have more important things to do," Tony clapped his hands together and turned to walk away. His armor wasn't on, and he wore a simply pair of pants, and white t-shirt.

"Yeah?" Agent Venom glowered, his arms crossed over the white Spider insignia over his chest. "And what would that be?"

Tony raised an eyebrow, "Like coming up for a remedy for your team mates." He said, frowning a bit. "You know important stuff like that." Agent Venom looked at him, but didn't say anything back, before he turned his head in an almost apologetic manner. Tony tried to show pity, he too hated it when people shot those sympathizing looks at him. But he couldn't help it.

His Avengers team, something like this never happened to them. They've been beaten, manipulated, hurt, and torn apart. But this was something completely different. For a moment, Tony tried to imagine would it must feel like to watch idly as his team mates were slowly tortured from the inside out. He couldn't finish thinking about it, the thought hurt too much.

"I'm heading back to the tower," Tony proclaimed to both his Avengers, Nick, even the teen heroes. "Working on the cure there. Call, or text me-or something, if you guys find anything else about this damn virus." He said the last part harsh, and bitterly, as if the very words was making him sick.

He left to go get his Iron Man armor.

After Tony left, it was like a chain-reaction for the other Avengers. Sam Wilson excused himself, murmuring how he was going to help Tony, Hawkeye grumbled sourly under his breath when he left, Black Widow left without a word, but did stop to put a comforting hand on the shoulders of the teen heroes (who couldn't tear their eyes off the screens), Hulk took a bit longer, stubbornly internally refusing to leave. But soon the sights on the camera started getting him too angry, and to prevent himself from going on a bloody rampage for the culprit of this act, he instead went above the tri-carrier and did he odd-jump-travel thing; probable to Vista Verde, the place which was almost like a sanctuary for him. Cap was the last to leave, his expression was stony, and revealed little emotion. The most sentiment that could be seen from him was from his eyes, which held a startling pool of rage, sorrow, and complete frustration from the knowledge of not being able to do anything. But eventually, he too left.

Soon the only ones watching the screens were Nick, and the teen heroes. Of course other agents were instructed to watch, and observe the monitors as well, but the most important ones were projected toward the remaining superheroes. They couldn't leave, even if they wanted to.

The need to stay there, and watch over their wounded friends; to send silent and mental support through the passage of the screens was enough to keep them rooted to the spot, and eyes glued to the cameras. With each shout, and cry, as the infected clutched sheets, and clawed at hurting areas made the remaining New Warriors and Ultimates wince, and their heart was torn a little more each time.

Most of the infected were mutating at a higher rate. Squirrel Girl had rodent teeth, and claws growing from her fingers and toes, her tail were extremely frizzled, and her face was pulled into a pained sneer.

Kazar had grown a little in size, his paws jutted out like daggers, and his teeth (especially the two big ones) looked a whole lot bigger than before, the giant cat's ear were twitching crazily, and his body jerked and shook as if he was under a seizure; even with the volume turned down it was obvious the cat was growling and whining.

White Tiger had patches of white fur growing on her body, she too had grown a new deadly set of claws, but her mouth was full of needle-like teeth, and her eyes were big, green, and slit like a cats; when the volume was accidently turned up, vicious growls emitted from her throat and she savagely tore and shredded anything she could get her claws on.

Rhino wasn't faring any better, he fingers looked to be morphing together into something hard and sturdy: hooves; he longer stood on two feet but paced on all four, he head twisted around crazily, spit dripping and foaming around his lips.

Triton had grown webbing on his fingers, his gills has grown and displayed boldly on his neck, webbed-spines had started appearing on his back, as well as fins on his sides, rows of shark teeth could be seen when he bellowed out in both anger and agony.

And finally, Spider-Man. Unlike all the others, Spider-Man was completely still; which greatly worried the other teen heroes, until they were reassured that he was alive by his ragged breathing, and the occasional twitching from his body. But other than his chest heaving up and down, and the odd, involuntary twitching, he didn't so much as move a muscle. His body was still strapped down, but his arms no longer tried to break free, no bellow or cry escaped his throat. He seemed to be more...observing, quietly listening to the ruckus the others were making. Eventually, the others realized he twitched whenever a cry, too loud and filled to the brim with hot anger and pain, rose above the others, he would flinch; as if hearing it pained him, yet he wouldn't do anything. Hair had begun sprouting on his arms, and exposed skin; Spider-Man's lips were parted lightly, to reveal the pointed tips of fangs among his other sharpening teeth, jagged talons were jutting out of his fingertips and would scrape against the cloth beneath whenever he flinched.

"Why don't you think he's moving?" Dagger asked.

Amadeus shrugged, "Not sure about that, but he does seem to be listening to the others. It's like he's...trying to recognize them or something. Or, he's trying to figure out who is who. For all we know, that our regular Spider-Man there, coming up with a plan to get out." The child genius had shed his armor, and was rubbing his chin in deep thought.

"It's kind of creepy," Nova noted, and Agent Venom couldn't help but shutter. "I mean, why he doesn't move. Maybe go try and calm them down, why just lay there?"

"Perhaps he knows of the dangers the others obtain," Iron Fist suggested.

Power-Man shrugged, "Maybe. But it's not like he'd be in complete danger, even if he did manage to get out of those straps."

"Yeah, but he doesn't know that." Agent Venom pointed out.

Before leaving, the infected were transferred into individual rooms, where they could roam and hit anything if they needed it. But they were alone, with the only body to harm being their own. If Spider-Man did get out of his binds, he'd still have to find a way out of the confined room, and the vents were sealed so he couldn't get out that way, and all the walls were reinforced with titanium bearings.

The rooms were supposed to be sound-proof, but at the request of Spider-Man Nick fury had two way speakers set up, so he could hear how the others were holding up; and he was putting good use to them. The teens continued watching, "I don't know," Cloak said uncomfortable, "I feel like there's something else going on...like, maybe he's planning something." Cloak wasn't sure about this. Spider-Man never sat still. Even if he was a sick, demented, mutated Spider-Man; the odds of him actually staying put still didn't seem plausible.

Amadeus shrugged, still in thought. "I-I guess we'll just have to wait and see," he gazed at the monitors again. The conversation died down, and it was quiet once more. They weren't sure how long they sat there, but suddenly the sun was down, and night fell upon New York.

Outside the tricarrier, the lights of New York illuminated the skies giving a glow off 'the city that never sleeps'. Power-Man thought about patrol, they'd usually be out scouring the city right now, looking for any crime. Though the other teen heroes didn't do it too often, it was Spider-Man who went out on patrol every night. But now that he was locked in the Academy, Power-Man and his team mates were going to have to take over.

The city needed them.

Though Nick Fury didn't think so, at least not tonight; he walked into the main deck and toward the monitors where all the teens sat on the floor, most blinking away the sleep that wanted to overtake their brains. "You all should be in bed." He told them.

"We're not babies," Nova yawned. "We've stayed up longer before."

"Yeah," Agent Venom agreed, rubbing his eyes tiredly, "We're not *yawn* tired." Nick raised an eyebrow in disagreement. He sighed, and stood in front of them. "Go to bed," he ordered softly, "You'll be alerted if anything major happens."

The others exchanged wary looks, "Promise?" Power-Man slurred.

Nick sighed, pinching the bridge of his nose. "Yes, now go to bed." He ordered. They shrugged, figuring that was as much a promise as they were getting from the director, and got to their feet. Nick nodded, and turned to leave. But he slowed his steps when he heard the teens talking, he glanced back through the corner of his eyes, and saw them looking at the videos of their fellow teen heroes, while whispering a tired, yet sheepish, good-nights to them.

Fury tried to pretend he didn't see the small, humble act; and left to finish paperwork.

Nova was asleep in his bunk, well attempting to sleep in his bunk, when his communicator flashed to light. Throughout the room, the communicators of his team mates also gleamed brightly. It was an alert, from the director, something about the infected. "Well what do ya know," Nova mumbled, "Fury kept his promise."

They all rushed out of their beds, with a flurry of limbs flailing and blankets tumbling to the ground. Then they were racing through the halls of the tricarrier, and straight into the main deck where Nick was already located. Agents were typing, and talking frantically by their computers, a talking buzz filled the brightly lit room as everyone moved frantically and watched the monitors.

"Sir, what's going on?" Power-Man asked.

"Is something wrong with the infected?" Dagger added.

Nick gave them a small glance, before continuing to give orders. "Zoom in on White Tigers room, volume up; get the tranquilizer gas on stand-by." he commanded, keeping his eye on the monitors. The camera in Tiger room zoomed in, and the volume increased a moment later.

Vicious snarls and howls filled the room, causing the teens to stumble back in slight surprise. Then they rushed over by Nick, peering at what the commotion was. "Sweet Christmas!" Power-Man exclaims.

On the screen to Tigers room, said feline had obtained a major makeover over the course of the night. She was bigger in size, her costume tearing in certain places, she was on her hands and feet like an animal, her claws clinked against the floor and she bared her teeth and slashed irritable as she paced in her room. Fur nearly covered her body, slick white and glossy, and a tiger tail swished around behind her.

Suddenly Tiger screeched and launched herself at the wall, scratching and tearing at it with her claws. The walls were strong, but Tiger continued to attack it relentless until her scratches became gouges. "Fury Sir, want us to liberate the tranquilizer gas?" an agent asked.

Fury watched the footage a moment longer; there really was no point in keeping the infected in those rooms, it was only for precautions really. They were bound to get out eventually, besides the trang gas was mostly in case the infected tried breaking out of the Academy. Nick didn't want to waste it on keeping the infected in a place they would escape in a just matter of time. "No," Nick replied, "Just keep it on stand-by," might as well keep the gas ready, just in case Tiger starts doing something that didn't suit right with the director.

Tiger attacked the wall again, her claws deeply penetrating the barrier keeping her contained. Her snarls were growing in volume, all the other infected teen could hear her, due to the speakers hidden in their rooms. But she was getting them riled up; Rhino paced agitatedly in his cell (also on his hands and feet, like an actual rhino. Like Tiger, he had increased in size, and features) looking around as Tiger howls of anger echoed throughout his chamber. Squirrel Girl was agitated as well; her claws allowed her to dig into the metal, and she scurried along the walls and floor. She wasn't climbing effortlessly like Spider-Man could, she would occasionally stumble and fall, but otherwise she was acting very....squirrel like...

Spider-Man had also increased in his physical features, he too had grown in size, the straps now tightened drastically around him; digging into his body. Nick was concerned for a moment that it was because of that, that Spider-Man wasn't moving. But at the sound of Tiger's noise, he stirred and his arms twitched and he squirmed a little.

Tiger never stopped, she was cutting deeper and deeper into the metal wall, sharp pieces of steel would snag and catch on her skin, drawing blood; but she didn't seem to notice, or care for that matter. Soon enough, one of her hands breached through the walls, and she roared with triumph.

That was what sparked the rest, Rhino bellowed and charged his own hall, creating a deep dent. He repeated the act many times, even digging into with his horn. His brawn alone was weakening the wall, and he would be out in no time. Squirrel Girl chittered crazily and she bite and dug into her door. Zabu roared, and did the same as Tiger did. So did Triton. Soon the only left motionless was Spider-Man, but even he started twitching and writhing under his binds.

"What do we do?" Dagger asked Nick, slightly aghast at their behavior. "We wait," Nick told her, "See what they'lldo." The teens looked a bit nervous about that, but didn't say anything. Nick was the boss, he called all the shots. So they turned back to the monitors, and watched silently.

White Tiger soon stepped out a gaping hole from the wall, and looked around almost curiously. She roared again, her body still shook and trembled, but she looked proud of herself for escaping her prison. The thudding of Rhino penetrating his wall resonated through the hall, and Tiger slowly followed it, still walking on her hands and feet.

The infected were in rooms, a bit far apart from each other, in case they did get out or break into the others room. But they were still in a close proximity of each other, so Tigers walk wasn't that long. Soon she came to Rhino's room, but unfortunately for Rhino, the wall he was hitting didn't lead out, only into storage for medical supplies.

With a final hit, Rhino completely broke his barrier, and hit straight into a rack of bandages. Rhino stood there for a moment, blinking curiously at the clothe covering most of his head, and wrapping around his horn. As if knowing what happened, Tiger hissed scornfully, as if aghast that Rhino didn't make it out like she had.

But she was interrupted when Squirrel Girl scuttled into the hall, having escaped through a hole she made herself. Her hands also bled, but so did her sides. Tiger glared at Squirrel Girl, and snarled threateningly. Squirrel Girl chittered back, scuttling up the wall for a protective advantage.

Squirrels Girl's tail bristled, and she bared her big teeth at Tiger; Tiger's hair stood up, and she roared back before running and lunged up the wall, swiping her claws at Squirrel Girl, barely missing. SG moved farther up the wall, and halfway up the ceiling before turning to look at Tiger, and screeched.

If the two recognized each other, they had an odd way of showing it.

Rhino shook from his daze, and turned toward the next wall in the storage, before knocking down the door. This time he ended up in the hallway, and bellowed a victorious cry. Tiger heard, and slightly turned toward it with a growl bubbling from her throat. SG took this distracted moment to lunge toward Tiger, and landed on the felines back, claws digging deep.

Tiger roared in pain, and tried to shake Squirrel Girl off. In a flash SG was thrown off, and Tiger towered above her, going for her throat. "GAS THEM!" Nick yelled right when SG had lunged. The teens felt their pulse quicken drastically, and fear clutched at their hearts when they saw the fight commence.

But before any of the trang gas would be released, a deep, guttural howl resonated loudly in the hall. Tiger and SG immedianly froze; even Rhino stopped his scouring through the halls to listen. In Spider-Man's room, the arachnid seemed to have awakened from his observing state and was pushing frantically at the straps, all while howling fiercely. Nick ordered the agent to hold the trang gas, and wait. He was making sure Spider-Man was keeping his deal, and protecting his team mates (mostly from each other).

It looked suprinsgly easy for Spider-Man to snap his binds away, and he was up quicker than Nick would have thought. Spider-Man had all his hands clutching the door to his room, and he completely tore it from its hinges with only a few strained grunts. Then the arachnid raced through the halls, crawling on the walls and ceiling.

Tiger's ears twitched, but she turned back to Squirrel Girl with a snarl. Rhino looked curiously around the hallway, before turning toward the sounds echoing from off the walls. Rhino made it to Tiger's location before Spider-Man, he grunted at seeing Tiger and SG, his stance turning aggressive, and his horn lowered threateningly in their direction.

Before he could decide to charge or not, Spider-Man appeared. He landed with a loud bang on the floor, a few yards from Tiger, and howled at them again. Tiger's ears flattened completely on her head, and she growled fiercely while baring her fangs. Spider-Man bared his own fangs at her, and rose to his legs so that he was towering over her.

Tiger hissed nervously, while slowly crawling away from Squirrel Girl to circle her new threat. As soon as Tiger was away from SG, the mutated hero bolted a protective distance away, and eyed the two warily. Rhino turned his horn toward Spider-Man, his hands pawing at the ground uncomfortable.

Spider-Man didn't circle Tiger, but watched her anyway. His mask was still slightly on his head, but it looked close to tearing. Tiger observed her new enemy, her stance never lightening. It was silent, and the world seemed to hold its breath.

Then Rhino snorted angrily, and charged Spider-Man. After that everything seemed to move in slow motion, Tiger had felt Rhino charging and hurried to the side for safety. Yet Spider-Man stood his ground, and watched as Rhino approached.

When Rhino got within a few yards, Spider-Man braced his body, shifting into a stone hard stance, and put his hands out. When Rhino hit, Spider-Man grabbed his horn with two hands, and pushed the mutated hero back with his other four. Spider-Man wasn't knocked down, but he was pushed back several feet, before his sticky abilities took effect and he remained stationary. Once Rhino lost his momentum, Spider-Man heaved with all his strength and threw the colossal creature back so that he hit a wall.

Before Rhino could get back on his feet, Spider-Man shot multiple webs from his wrists and effectively trapped Rhino to the ground. The mutated hero thrashed, and fought but got no results. Spider-Man jumped on Rhino, and hissed, baring his fangs in the giants face.

Rhino stopped struggling a few moments later, and wouldn't meet Spider-Man's eyes. A sign of defeat.

It was still for a few agonizing minutes, before Spider-Man seemed satisfied and slowly crawled Rhino. Then, surprisingly, he cut Rhino loose of his webs and the gigantic hero staggered to his feet, still not meeting Spider-Man's stoic gaze.

The arachnid turned from Rhino, and faced White Tiger and Squirrel Girl. He hissed at them as well, and this time he was met with a much more satisfying result. Tiger and SG didn't meet Spider-Man's gaze, and slunk down in submission. Crooning happily, Spider-Man turned and started down the hallway.

Rhino, White Tiger, and Squirrel Girl obediently followed behind.

Back on the helicarrier, everyone was shocked into silence at what they just witnessed. An atomic bomb would have gone off, and they would not have noticed.

"What just happened?" Agent Venom asked out loudly, his voice coming out small.

No one had a plausible answer.