A few minutes before Vulture attacked the tricarrier...

Doctor Otto Octavius hung in his cell, the feeling of boredom itching at his skull. The binds holding him was sheet metal covering all of his body besides his head, it was meant to keep him constricted at all time, meaning that Octavius couldn't so much as twitch an arm. This position was extremely uncomfortable, but it was something he got used to over the months of being subjected to this cell.

Octavius might've been a genius scientists, but that didn't mean boredom didn't plague his mind like with any other person. He already went through the dozens of formulas and experiments he had waiting for him back in his lab, and while just hanging where he was, he came up with more solutions to his formulas and dozens of different experiments he could perform once he was free. While he was at it, he fancied many, MANY wonderful ideas of how to destroy that two-timing, upstart SPIDER-MAN! While experiments were fun, nothing would put a bigger smile on Octavius's face than imagining how long it would take for the infuriating arachnid to bleed out, or how long he would last if he was continuously electrocuted. Not to mention all the experiments Octavius could do on Spider-Man; figure out what made him so enhanced, finally see how his power worked beneath his skin – as well as the numerous blood samples he could use to conduct and research more on the venom symbiote. But while Octavius loved fancying about it, he figured the experiments would never happen.

Not because Spider-Man was as slippery as an eel and always managed to escape Octavius clutches, but because the longer Spider-Man remained alive the more chance he would stop Octavius and his scientific research. Personally torturing Spider-Man, hearing his agonized screams, oh that would be the best thing that could happen to Octavius! But the evil scientist figured that destroying Spider-Man immediately was the better option, just ending a continuous, probing problem once and for all. So he settled on calculating how long Spider-Man would stay alive due to his healing factor if Doc Ock slowly and painfully dissected him alive.

That was one of his favorites.

But his musing was interrupted by a loud boom, and the tricarrier, in which he was being held, violently tipped to the side. Some of Octavius's hair fell in his face, but it didn't bother him. Ock was used to his hair falling everywhere, so it didn't irk him. But he still blew it out of the way, looking curiously out of his cell. The guards outside stumbled, using the walls for support before hanging their guns on their shoulders and talking hurriedly into their communicators. One of the guards by Doc's cell left, leaving the other there alone.

A moment later there was another boom, and the tricarrier tipped once more. Suddenly, Octavius felt the binds around him loosen, then open, and he tumbled out and onto the ground. From where he fell he could see the cell doors swish open. The guard looked around frantically, shouting into his communicator, before he was suddenly silenced. Octavius lay there helpless – while it was great to have the binds off, his arms and legs were weak (which was why he relied solely on his mechanical 'arms') and thus restricted him to the floor.

He looked up for anything that could help his situation, but found nothing. However, a figure appeared outside his cell a moment later, and Octavius looked up to see Kraven the Hunter watching him with a glint of amusement. "Doctor Octavius," he greeted, accent thick in his words. "I suppose your freedom isn't as 'free' as one would think."

"Don't mock me Kraven," Octavius warned. "It will be a mistake that you'll greatly regret."

Kraven scoffed, "What? You'll make me into one of your many failed experiments?" But nonetheless he didn't push Octavius any further. Said scientists squirmed uncomfortable on the floor, now irritated with being under another's scrutinizing gaze. "Don't just stand there you fool! Find me my arms!" Kraven gave Ock a weird look.

"Arms? You mean your tentacles?"

Octavius groaned in exasperation, and resisted the childish urge to roll his eyes, "Whatever," he snarled, "Just find them!" Kraven's eyes narrowed dangerously at Octavius's sharp tone, his lips rolled back to give a scathing retort, but was interrupted by a harsh, scraping sound. Kraven glanced back out into the hall, then his eyes widened a little and he stepped to the side, making room by the doorway.

A moment later Octavius's arms shot inside, slithering on the ground like snakes, shooting toward the scientists. All four mechanized tentacles found their respective place in their holders forged into Octavius's back. When feeling them twist and hook onto him once again, Octavius breathed a sigh of contentment and willed the tentacles to lift him up.

Feeling superior in both intellect and height once more, Ock clanked out of his cell feeling invigorated. All the cells within the prisoner holding block appeared to have been opened, and their inhabitants were hesitantly stepping out or peeking into the hallway to see the unconscious bodies of their guards. Electro, who had been held in a specially made cell, stretched himself large while crackling and popping, causing the lights in the hall to flicker. "What's going on?" he asked with a smile, feeling satisfied with being able to stretch himself out fully.

Near him Scorpion shrugged, "I don't know,"

The tricarrier boomed again.

"It sounds like S.H.I.E.L.D is under attack." He added dumbly. Octavius turned away from them, picking up one of the unconscious bodies of the guards and tearing their communicator and walkie-talkie from their uniforms. There was a voice talking into it, "-Deck. Vulture is attacking the tricarrier's propellers. I need the Omega Squad up here; Guards, remain by your designated cells. I repeat, do NOT leave the cells. All villains must be accountable when the dilemma is corrected, watch for trou-" there was another explosion. The voice came back after crackling from static, "The Avengers arrived on scene, they're engaging Vulture with the New Warriors and Ultimates. Omega Squad, you remain for back-up, do not engage unless given orders." Octavius threw the body down again and walked down the hall with the communicators still in hand.

The rest of the villains watched him with inquisitive expressions, "Where are you going?" Kraven called after him. "The exit is that way," the hunter pointed in the opposite direction, where the S.H.I.E.L.D emergency pods were stored. Octavius turned enough to give them all a look of annoyance. "S.H.I.E.L.D is being attacked, Nick Fury has no idea that we're loose, and you all want to just leave?" he demanded.

"Uh, yes." Electro deadpanned.

Octavius sneered and turned away, "I suppose minds as insignificant as yours would think so simply. But while you all waste an opportunity, I'm going to rid myself of an enemy." He started clanking away again, adding over his shoulder, "I only thought you might want to attack S.H.I.E.L.D while it's at a disadvantage."

The remaining villains thought over what he said, finding a point in it.

Kraven thought hard for a moment while Electro hovered a little further in Octavius's direction. "So, uh... what are you guys going to do?" he asked, addressing everyone else. They all shrugged, looking wistfully toward the exit, before looking curiously towards where Doc Ock had disappeared.

"He has a point." Kraven grunted. He looked down at the unconscious guard, before coming to a decision and leaning down and taking the gun strapped to the guard's belt. He took any other weapon and the communicator from the guard, and followed Octavius. Electro glanced at Scorpion and Shocker, both of whom simply shrugged and went after Kraven. Electro fizzed and popped for a second as he looked back to the direction of the emergency pods, but then there was another boom and curiosity got the best of him.

"Fine," he grumbled and shot after them.

Up ahead, Doctor Octopus carefully made his way through the tricarrier. There was, surprisingly, very few guards out – it was weird. And kind of suspicious. But honestly, Octavius wasn't complaining. The communicator he had would occasionally come to life, giving a few details about the battle. Doc Ock heard footsteps behind him, and he smiled "I see you've taken my advice." He smirked, turning to watch the other villains approach.

Shocker shrugged, "Yeah, whatever. What's your plan Octavius?"

Doc Ock smirked and continued on his way, "I was thinking about releasing any other prisoners Fury has held in here, who weren't as... 'lucky' as us to be set free." Electro popped up next to Ock, giving the scientist a quizzical look, "Why would you do that?" he asked.

"As a distraction, to buy us more time." Doc answered simply.

Scorpion frowned, "A distraction for what?" he asked. Octavius didn't answer him right away, moving further along the corridors, obviously looking for something. "There was an incident in S.H.I.E.L.D." Doc finally says, "In case none of you heard about it, news travels surprisingly fast through the guards. Apparently, someone attacked that ridiculous S.H.I.E.L.D Academy, and a few of Fury's precious heroes were affected. I heard there were a few... changes... I'm curious as to what happened."

Scorpion, Shocker, and Electro stopped abruptly. "You mean that the only reason we're still on the tricarrier, is because you want to find out what happened to Fury's lackeys?!" Scorpion growled, fists clenching angrily by his side. Octavius shrugged, "Yes." He answered carelessly, not even sparing Scorpion a look.

"But first," Ock added before Scorpion could angrily interfere, "We've got to find your weapons. It's better to be prepared before going for information. I just need to locate S.H.I.E.L.D's storage units – here!" the scientists exclaimed, spotting the door.

Shocker inspected the door, noting the heavy duty lock and passcode pad. "Good job, you found the door." He deadpanned. "Now what, genius?" Doc Ock examined the door, mechanical tentacles hovering over the passcode. But before he could do anything, the storage unit door suddenly slid open and the villains stilled immediately. But they breathed out in relief when Beetle came out, just reassembling the last of his armor over his body. "Beetle," Doc greeted, "I see you have been released as well."

Beetle didn't like talk, so he simply nodded as he twisted on his glove gauntlet. Beetle stepped aside, obviously understanding that they needed to get to the weapons and armor that S.H.I.E.L.D confiscated. As the other villains stepped in, Beetle gave his head a questioning tilt at Octavius as if to say: What are you still doing here?

"I assume you heard about the attack at S.H.I.E.L.D Academy, yes?" Octavius asks, Beetle nodded, "I'm just curious as to what happened, it seemed like a big deal with how much the guard were yapping on about it." Beetle nodded once more, this time in understanding.

Octavius glanced inside the storage units where the villains were just finished fishing out their costumes and putting their regular outfits on. Kraven was the first to come out; he had his shoulder guards on, with the brown, skintight t-shirt, covered by his animal skin vest. He had his cargo pants on with several knifes concealed within his combat boots and hidden compartments in his pants. He just finished strapping his doubled-ended spear to his back when he addressed Octavius and Beetle. "So what's the plan?" he grunted. "Do we just walk in for information, or do you actually have an idea for this Octavius?"

Ock glared at him, "Now that Beetle is here, if he wishes, Beetle," Octavius bobbed his head toward said mercenary to signify that he was addressing him, "Can hack into S.H.I.E.L.D from here. I can get my information on the Academy, and we might also find other info that could come in handy."

The villains all listened, nodding in understanding, but most were in doubt. "But what if we get caught again?" Scorpion demanded. "We have our weapons; why not get out of here while we have the chance?" Electro and Shocker nodded in agreement. Octavius gave them a sardonic look, and sighed in vexation. "S.H.I.E.L.D has no idea we're free," he started slowly. "If we can attack them while their backs are turned, we might be able to get rid of a common enemy."

"Didn't you say the same thing about Spider-Man?" Kraven questioned. "With the Sinister Six?" Octavius immediately turned to Kraven with a wild sneer, the scientist's blood boiled at mention of the annoying, wall-crawling menace.

"Spider-Man is a pest that must be exterminated." Octavius snapped. "Have no doubts, Kraven, that he will get what's coming to him. If you hadn't noticed, S.H.I.E.L.D is one of the imprudent arachnid's biggest allies and supporters, if we can crush it, we can crush him as well. You are not needed for this Kraven, if you want, you can leave. Your assistance in the matter is not necessary." Octavius turned away and clanked further down the hall.

The remaining villains looked at Kraven for his reaction; the hunter scowled at Octavius's back, his fingers inching toward his knifes. Kraven glowered at the villains looking at him once he noticed them, before begrudgingly following the scientists. Shocker and Electro gave each other a small, muddled look; they glanced at Beetle and Scorpion too. Beetle shrugged and trailed behind Octavius and Kraven.

Electro sighed, feeling slightly befuddled by everything. "Ugh, I must be crazy." he groaned, but still followed the group of villains as well.

Octavius made his way through the tricarrier, looking out for the security room. As he walked Octavius noticed the cameras (the obvious ones) and how they were slack and dead. Someone cut the cameras...

Beetle noticed too, and nudged Kraven, gesturing towards them. Kraven's eyes narrowed, his eyes flitting over all the inactive devices, "What is going on?" he asked, to no one in particular. Beetle peeked behind a bend in the hallway where the corridor forked, and glanced at the cameras in both halls. The hall to the left had a dead camera, whereas the one on the right had a fully functional camera. Octavius followed his example.

"It seems we have some assistance here within S.H.I.E.L.D." Octavius smirked. He turned to the hallway with the dead camera. Shocker looked at Ock in surprise. "Assistance? You mean there's like... a mole in S.H.I.E.L.D?"

"It makes sense," Octavius replied over his shoulder. "How else could we escape our cells, or gain access to our weaponry? Someone is obviously aiding us, now come on, we're wasting time." They continued through the tricarrier, following the trail of dead cameras, the battle with Vulture still ringing around outside. Scorpion fidgeted uncomfortable with every bang or boom that radiated outside the tricarrier, he didn't like being cooped up like this. "How do we know if this 'mole' is even on our side?" Scorpion demanded, crossing his arms with paranoid agitation.

The other villains turned on him with unamused expressions, "Don't be ridiculous," Kraven scoffed. "Why would someone unleash us from our cells, and then stab us in back?" Scorpion shrugged jerkily, looking incredible nervous "I-I don't know," he admitted. "But this just doesn't seem quite right. I think-"

"I'm afraid I don't care what you think." Octavius interjected as he stopped in front of a door. Scorpion halted in his tracks, glaring fiercely at Ock. "Hey, you can't talk to me that way!" Scorpion hissed at him. Octavius grunted at him in reply, his back still turned.

Scorpion looked ready to stab Octavius with his tail, "I'll have you know-" he started, but was interrupted as the door they had stopped in front of opened. The villains ignored Scorpion and went inside the security room, and were surprised to find the guards (consisting of 5 agents) already lying, unmoving, on the ground, some with puddles of blood pooling around them. Kraven checked the pulse of the one closest to him, "Dead," he announced after a moment.

They'd all seen dead people before; the villains caused most of the deaths they have seen, so the sight of the lifeless agents didn't startle them too much. It was more of that fact that someone within S.H.I.E.L.D had done this that really surprised them. Octavius spared the dead agents a glance, before ignoring them and walking toward the security cameras. Sure enough all the cameras that had led the villains here were blank due to being disabled. Octavius mused silently to himself, he could certainly get used to this little 'spy' within S.H.I.E.L.D – It certainly made things a whole lot easier.

"Beetle," Octavius said, addressing the mercenary. "Can you hack into S.H.I.E.L.D's mainframe and bring up the video feed from the Academy?"

Beetle nodded, and Octavius moved aside as the mercenary walked past and started typing into the screens. Electro glowered slightly at Octavius, "Why don't you just hack into it?" he asked.

"I don't need to answer to you." Octavius snapped back, growing increasingly irritated with their lack of faith in him, and his brain.

Shocker nodded with Electro, "Yeah, why don't you do it? You probably could."

Octavius sneered at the both of them, "Probably? Of course I could you imbecile. But Beetle can accomplish it faster; while my intellect is higher, I am more skilled in the fields of science and technology advances. Hacking, and decoding I can do, but it would take me longer that Beetle." Electro and Shocker thought over his words, before slowly nodding in understanding. Octavius shook his head in annoyance, while the other villains annoyed him, he figured they all had some sort of use. Besides, in case they were caught, Octavius could always use them as a distraction.

It didn't take long for Beetle to successfully pull up the video footage currently being streamed from the Academy. Beetle examined the video feed, his eyes widening drastically under his armor. He snapped his fingers to grab Octavius's attention, and once he had it, jabbed a finger pointedly at the screens. Octavius leaned forward, examining the screens with greedy intent.

He was surprised at what he saw, but couldn't help the bubble of laughter that burst from his throat. "Oh, that is wonderful." He cackled. "The arachnid DID get what was coming to him." The remaining villains quickly huddled around camera screens.

"Whoa, what happened?" Shocker asked while gaping at the screens. It showed all of the Infected, who were spread throughout the Academy. Rhino and his looming size were in one of the corridors, sharpening his horn on one of the walls. Triton was in the S.H.I.E.L.D showers, contently splashing around in the water. White Tiger was lying in one of the training rooms, trying to lick a (appearing to be) fresh wound. Same with Zabu, who was a bit further away from Tiger, but still trying to lick a wound that also appeared to be recent. Then they spotted Spider, who was in the dorms, lying on his web but watching a camera there intently, Squirrel Girl was by him, chattering fast and non-stop like she was conversing about something really important, and too hyped up on sugar. Spider would grunt and nod occasionally to whatever she said. The villains also noticed a man, a regular human man, who was in the far end of one of the training rooms, scrunched up in a corner, while Tiger watched him (when she wasn't trying to lick her pained injury).

Octavius laughed again, 100% pure glee ransacking his body. Oh this was sweet, so very sweet. Octavius didn't need to fantasize about getting revenge on Spider-Man, not when said arachnid was transformed into that. It was a dream-come true! "Oh, this is wonderful," Octavius said, he examined the screens with more interest. "But how did it happen?" he questioned himself. The scientist inside him hummed ecstatically at being faced with an entirely new equation. Octavius was thrilled to attempt to figure out how this happened; maybe he could duplicate it, and turn it into something he could control.

His genius brain started whipping up questions off the wazoo: If he managed to get a sample of Spider-Man's new DNA, what kind of symbiote would sprout from it? Could a symbiote even spawn from this changed DNA? What side effects on the body came with these changes? Did they gain any more abilities? To Ock, the possibilities seemed endless. "That must have been some score to settle with S.H.I.E.L.D." Shocker commented, whistling lowly as he gazed at all the screens.

"Indeed," Octavius replied with a smirk. He needed to get closer to this situation, analyze, observe – he needed to experiment with this. His inner scientist was just yearning to figure out how the Infected had changed, and how they could further be enhanced. Octavius glanced at Kraven, who was rubbing his mustache thoughtfully with a hunter's gleam in his eyes. He was analyzing each and every one of the Infected, mentally coming up with possible weaknesses and calculating what types of behavior they would have. "It is quite intriguing." He murmured, looking pleased with what he was saying. "They look like good prey." He added.

But their moment of observation was interrupted by a sound coming from the hall. Immediately, all the villains had turned to face whatever was coming their way, weapons ready and poised. Then suddenly, Sandman and (surprisingly) Taskmaster came into view, both with their own weapons ready. Well, Taskmaster had a gun and daggers with him. Sandman just created a giant hammer out of his hand. But at seeing each other, both parties relaxed slightly.

"Taskmaster, what are you doing here?" Kraven questioned. "You were not in S.H.I.E.L.D custody." Taskmaster eased up his position a little, but didn't put his weapons away. "My presence here is of no concern to you." Taskmaster answered coolly. Next to him Sandman muttered an indignant, "Yeah!" and nodded with Taskmaster.

Octavius nodded to greet Taskmaster, "I take it you're here to look up the attack on S.H.I.E.L.D Academy as well?" he guessed. Taskmaster was quiet for a moment, before he slowly, but swiftly sheathed his dagger and put his gun in its respected holster. "You're correct." Taskmaster confessed. "I got a tip about it; figured it might be something worth looking into."

Octavius moved out of the way so he wasn't blocking the screens and motioned to them. "Have a look." He said. Taskmaster shook his head, "I have already seen the footage," he told Ock. Octavius gave a pointed look at the dead guards, "I take it you were already here."

Taskmaster shook his head again, "No, the guards were already immobilized before I got here. Someone else was responsible for them." He kicked the shoe of the guard next to him lazily. Octavius skeptically observed Taskmaster for a moment, before coming to a conclusion. He smiled, "I see," he answered. "Well, since we all came here for the same thing, I suggest a plan."

Electro almost groaned, "A plan?" he questioned. "No offense Doc, but your plans aren't always the best."

"How is that not offensive?" Shocker commented to Sandman in a hushed whisper. Hearing them, Electro quickly added, "I mean, they're great plans and all, but – well, they don't usually work." Octavius scowled threateningly at Electro, two of his tentacles snapping menacingly beside him.

"Well, Electro," Octavius growled. "This plan will benefit us all. Unless you have your own idea on how to deal with this fortunate situation, that doesn't involve us just running for the exit. We need to take full advantage of these circumstances."

"And what is, exactly, these circumstances?" Sandman asked as Electro fidgeted uncomfortably.

Octavius smiled darkly, "A chance to bring S.H.I.E.L.D to its knees." He replied. Octavius gestured to the Infected on the screens, "This is the opportunity we have been waiting for. Haven't you noticed how focused Fury and his band of righteous do-gooders have been on this?" He pointed to each of the Infected. "They've been so concentrated on them, that they don't even know that we're out of our cells. Imagine what we could do." The villains all thought for a minute, thinking about the havoc they could inflict while S.H.I.E.L.D had its back turned.

Finally Kraven growled out, "I hate to admit it, but Octavius has a point." He turned to the others. "This is an opportunity that should not be wasted." Octavius smirked at Kraven's words, and looked at the other expectantly. Scorpion rubbed his chin thoughtfully, "Wellllll..." he drawled out. "I suppose it makes sense."

Taskmaster crossed his arms, "Let's see about this plan," he said. "Then we'll talk."

Octavius stood in front of them, not being able to help the sinister smile on his face. "Well then," he started. "My plan is to help the heroes-" he barely got that out before the others were objecting loudly.

"There is no way!"

"Have you lost it-!?"

"Help them? Help them!?"

"Did I hear that right?"

"Bad plans! What did I say?! Bad plans!"

"Not happening."

Octavius slammed one of his tentacles so hard into the ground that the floor rippled and broke in response. "Let me finish." Octavius snapped at them. "We won't be actually helping them. That's our cover." He explained. The villains glared at him, still appalled at Ock for suggesting such a thing. But they didn't say anything, and Kraven gave him a curt nod to continue. "Now I, for one, would like to get closer to this situation. And if we're to break down S.H.I.E.L.D we'll need to be as close as possible. I'm a scientist, I excel in bioengineering and cross-genetic mutation, and based on what I've heard, S.H.I.E.L.D has no idea on what's happening. But I might be able to help them, and they know it too. We all could be of use to them one way or another, Kraven, you're an exceptional Hunter. If the Infected were to break free, who better to hunt them down?"

Kraven smiled darkly, "I would like that very much." He approved, taking a knife out and playing with it. Octavius hummed in agreement.

"And you, Taskmaster, you know some about this kind of science. You could be resourceful in containing the mutated heroes too." Octavius continued.

Taskmaster leaned against the doorway, "Flattery will not bribe my assistance." He deadpanned at Octavius. "But I do see your point."

"Beetle, Shocker, Sandman, Scorpion, you could all be useful as people to distract or distribute to the heroes. Electro, your clean, sustaining energy could help fuel their machines. We all have something that can benefit the heroes – they're just too prideful to admit it."

The villains shifted in impatience, "Okay, we all could possible help in this situation; so what?" Scorpion demanded. "What's your point Ock?" Octavius glanced at the security screens, one of which displayed the Avengers, teen heroes, and Nick Fury currently in battle with Vulture on the Main Deck. They appeared to be in a heated argument, all while trading attacks with their flying enemy. "My point," Octavius finally answered. "Is that this is a way we can get close. The heroes are in a tight spot, they need help, and if we can make this completely known to them, they'll have no choice but to recruit us to their... 'cause'."

Sandman shook his head and waved his hands in a 'hold up' gesture. "Even if those goodie-two-shoes realize they need our help, why would they trust us? How do we know that right when we reveal ourselves, they won't break out the guns and just lock us in a cell again?"

"Because," Octavius smirked, "Heroes are known to be overly trusting. We've all seen that from Spider-Man, yes?" Octavius gave a pointed look at Sandman, who looked down at his feet and refused to meet anyone's eyes. "The Avengers, those delinquent heroes, they are all too gullible. Once one of their own faces death, or worse," he smiled evilly at that, "then they do whatever it takes to save them. Even if they have to side with us; once again, Spider-Man had been an excellent example of this." Ock took a moment to recall the time he and Spider-Man had 'teamed-up'. It was when the Goblin had infiltrated S.H.I.E.L.D, unleashed the Venom symbiote, and taken over the Helicarrier. Spider-Man set Octavius free, had given him his arms, so that together they could come up with a cure. Spider-Man was... an excellent lab assistant, Doc would admit, but he ended up betraying him all the same. Spider-Man was willing to team up with Octavius to rid the Helicarrier of Venom, all to save his comrades and Nick Fury.

Heroes would do anything to keep those they loved safe.

Perhaps that was why Octavius was so obsessed with finding out Spider-Man's secret identity. With that information, the hero would be completely at his mercy. Something that Octavius had longed for, for such a long time.

Octavius shifted his focus back to the conversation at hand. The other villains still seemed hesitant about this; siding with those righteous scouts just wasn't their thing. Shocker shifted uncomfortably, "I don't know about this." He stated uncertainly. "This-...this seems a bit too extreme." Scorpion murmured in agreement.

Rolling his eyes, Octavius noticed the heroes' fight on the monitors was coming to an end. "Well make up your minds quickly, cause we're running out of time." He snapped. The villains all thought frantically, each weighing their options and coming up with their decisions. Finally, Kraven went and moved to stand next to Octavius. "I am with him." He stated. "What's the worst that can happen? We get thrown back in prison? Nothing that we haven't faced before."

Taskmaster nodded with Kraven, "Very well, I'll follow along with this." He decided. Sandman thought for a moment as well, "Okay," he finally said. "I'm in, I'm done being locked up by S.H.I.E.L.D, it's time to bring them down."

"I'm in." Scorpion said.

"So am I." Electro piped up.

Shocker sighed wearily, but nodded, "Okay, I'm in."

Octavius smiled happily at them. "Excellent." He murmured.

The villains scoured through the halls, finding their way toward the Main Deck. They spent so much time in the tricarrier that it wasn't surprising that they found it. As they approached they heard the last of Nick Fury's conversation ringing from the room. "-and go to your dorm. I don't want any of you leaving that room unless I say so. Go." Shuffling could be heard moving from the room towards the villains in the hall.

The doors swished open, and the teen heroes came face to face with the villains. The ones with their faces bare had their mouths open in astonishment, before they snapped out of their stupor and shifted into a defensive stance. "Director Fury!" Iron Spider yelled.

The villains walked forward, forcing the teens to go back until they were all in the room again. Nick Fury, who had had his back turned, whirled around to snap at Amadeus, before abruptly stopping. The Director brought out his gun while the Avengers behind him shifted into defense, hoisting their weapons up.

Octavius smiled brightly at them, feeling giddy like a school-girl. He couldn't suppress a chuckle from all of their surprised faces, "Gentlemen," he started. "I have a proposition for you."