I do now own Ultimate Spider-Man! Only the plot!

As soon as the Triskelion was back in order and the gas had been cleaned out, all the heroes were immediately rushed to the Sick Bay. The best doctors and scientists S.H.I.E.L.D had to offer set to work to uncover any illnesses or effects that might come into play. Tony kept trying to reassure the doctors that he was fine. JARVIS already did a health scan on him and decreed him 100% completely healthy, all aside from a smidgeon of irritation caused by his inability to detect any elements of the gas right off the bat. But the SHIELD doctors insisted, and pestered, and nagged until finally Nick Fury none-to-professionally told him to sit his butt down and get a check-up.

Tony did.

And he was fine like he told them. Once the rest of his Avenging team got the approval of the unnaturally persisting SHIELD doctors they were released from Sick Bay custody too. But instead of heading back to the tower for an evening of late-night pizza, a half-hearted celebration that the attack was a fluke, and some intense investigation to uncover who had the guts to attack SHIELD in broad daylight, they were called into Nick Fury's office. Which basically meant they were about to be yelled at for an hour because they allowed Nicks precious lil' heroes to get in harm's way.

As soon as they were all situated in chairs around the director's desk, glared at like a bunch of delinquent high schoolers caught breaking the rules, Nick knit his fingers over his stomach and slowly leaned back against his chair. Even then, it took him a few more minute of sucking out their souls with a dead-eye before he finally spoke up.

"How hard it is to understand, 'stay where you are?' Or the words, 'toxic gas?'" He said slow and calm, looking between them with the expectancy of a hoity-toity principal working over-time.

Clint coughed in his seat, leaning against the armrest uncomfortably, "That's a rhetorical question right?"

He received a glare in return.

"I give you direct orders to stay put," Nick Fury continued, "and what did you do? And, yes, Barton that is also a rhetorical question, so don't answer it."

Clint scowled, folded his arms and sank into the cushion. "Wasn't gonna answer it anyway," he muttered.

Tony raised his hand, like a kid in a classroom, "Actually, we did stay put. In fact, we didn't even ruin the door. I'm pretty sure that was one of your heroes -the Rhino guy, I think. So...technically it wasn't really our fault."

Nick Fury only glared harder, and Tony was 98.97% sure he felt a piece of his soul leave his body.

"Tony, don't try to put the blame on someone else. As far as I'm concerned, we're all at fault," Steve muttered, sighing tiredly.

Tony scowled, mimicking Clint in his position, and mumbled an indignant, "Fine."

Fury unclipped his fingers to thrum them against his desk with an unnervingly emotionless look. One that promised guns, pain, and a whole lot of paperwork. "Despite your inability to follow directions, I want you all to tell me what exactly happened in there, " he instructed carefully. "That gas you all breathed could be toxic, or some chemical designed to screw with your body, and if fourteen kids, plus 'Earth's Mightiest Heroes' die, then I'm personally feeding your bodies to the sharks. Or perhaps I might just give them to some delusion scientist crawling through the works. For scientific purposes. Got it?"

The Avengers shifted again, not even doubting Nick Fury's threat. He threw someone out of the window of the Tricarrier one time - they heard the stories. Natasha and Clint have seen the truth behind the rumors. Still, pass the strict, macho, I-can-kill-you-with-a-chip-and-paper-clip stare, they knew it was because he cared for those kids. Whether he'd ever admit that, or not.

"Yes Sir's," followed throughout the room as they all settled in their chairs, silently voting on Steve to tell the one-eyed Director the details of the incident.

Steve did not disappoint. He retold the events exactly how it happened as Nick listened quietly. When he was done, Nick Fury was quiet for a few moments. Slowly, he leaned forward, clasping his fingers on top of his desk. "Well, that's a ridiculous story, if I ever heard one," he stated bluntly, "You're telling me the reason the gas got into the training room was because you decided to pester Spider-Man about his web?"

They all thought about that for a moment.

"Yep," Hulk confirmed.

Nick Fury sighed, rubbing his temples as if their very presence was giving him a headache. "Know what?" he decided, "You all go back to your tower. Stark, be sure to examine the sample of the gas I sent you, and all of you just get back to training. I have an Academy to decontaminate and a group of kids to ground. You're all dismissed."

Steve resisted the urge to salute to the director, resurfacing habits from the training camps he still remembered. Natasha and Clint got up quietly, barely making it out of the room before Clint began streaming out about the unfairness of getting picked-on by Fury. Sam helped Tony up, following the team. Hulk was the last to leave, arms folded, and footsteps loud.

"Well, that was swell," Tony drawled as soon as the office door closed and called for the Quinjet.

LINE BREAK

Peter lay on the medical table, gloves, boots, and mask off as Doctor Conners checked on his vitals from the machine nearby.

"Find anything suspicious Doc?" he asked, sitting up. He trusted the doctor with his very life, but his spider-sense had been throwing a tantrum around that gas. Honestly, he was kind of really worried about the consequences of breathing it in.

But even when Doctor Conner's tapped the machine, lips pursing as he hummed, "Hmm...you appear to be fine," Peter wasn't completely convinced.

"Define: fine."

"Well, your vitals are okay. Physically there's no change, and you seem perfectly healthy. Nothing about your body is off. So far the gas doesn't seem to be having an effect on you or...well...anyone for that matter," Conner's told him, rubbing his chin thoughtfully where the hint of a stubble scratched against his plastic gloves. "Quite intriguing."

Peter jumped from the cot and looked at the screen over Dr. Connor's shoulder. It was true. The screens were lit with scans and data about his bodily conditions, and they were all identical to the data from his other check-up's.

"But that doesn't make sense," he murmured to himself. "My spider-sense was banging like a gong when I even got close to that gas. It wouldn't have done anything if it was harmless."

Connors shrugged, "Well, let's just be happy the gas isn't affecting anyone. Maybe it was just a bust and whoever did it either messed up, or someone was just...pulling a prank or something."

Peter raised a brow, "Pranking SHIELD? Who in the world wants that kind of death wish?"

"You." Conners laughed. "Three words: Water. Balloon. Incident."

Peter winced, "Uh...okay, maybe this idiotic has a death wish. Still, we already know it wasn't me. And even if it was, I would have thought of something so much cooler than gas bombs. Besides, I don't think this was a prank. It seemed too serious to be one."

Connors turned to Peter, clapping him on the shoulder in a friendly gesture, "Don't worry about it, okay? For now, let's just be thankful nothing bad happened. But if you're still worried, I can run a few extra tests to be sure. But I'm going to need a few blood samples?" Connors picked up a syringe and Peter cringed.

He had confided in Connors about his recently discovered fear of needles. Likely caused by a certain octopus-themed villain who always insisted on jabbing him with them. Connors, being the kind soul he was, always tried his best to avoid using them with him. He assured Peter that he had every right to be wary around a needle, seeing how there had been so many stuck inside him with ill intentions, but it still felt a bit of humiliation when the little hollow point made him shiver. He's fought guys 10000X worse than a little needle, he could handle this.

So Peter swallowed back his discomfort and nodded, holding out his arm. Connors rolled up the spandex sleeve, up to his elbow and hovered the needle over the vein near the crook. Making the procedure as painless as possible, Connors was quick to get what he needed and in no time Spider-Man was rolling his sleeve back down.

"Thanks, Doc, and - yeah, you're right. Let's just be happy nothing bad happened," Conners smiled at him, giving him a small, "That's the spirit," before walking off to run tests on spider-human DNA.

Peter grabbed his boots, glove, and mask, quickly pulling them on before leaving the private room they used for individual check-ups. He turned to walk out of the Sick Bay, rubbing the small aching spot fading in his elbow. Connors said everything was going to be alright, and he wanted to believe that, but there was something still there. A growing sense of nausea, coiling in the pit of his stomach that whispered something else. Something bad was going to happen and he didn't need his spider-sense to tell him that.

C'mon Spidey, you're just being paranoid! His inner voices scolded.

He mentally shushed them and walked back to the dorms where the rest of his team-mates were trickling in. Most of them were back from the Sick Bay and sat on their bunks or hovered around the room in small groups, talking about what happened in the training arena.

"I bet we could've beaten them!" Agent Venom was boasting to Amadeus and Rhino.

"Their Avengers, they had more people, and you were 'downed' Agent Venom," Amadeus enumerated on his fingers. "As cool as it would, a quick calculation tells me that we had a 12.4% chance of beating them, at the maximum."

Agent Venom scowled at Iron Spider as Rhino reluctantly agreed.

"Hey, I'm sure we would've given them a good workout," Peter piped up as he walked toward the three.

"Hey Spidey," Agent Venom greeted, "that was awesome in the training room. Do you think the Avengers could come around more often, you know, to help us train?" Peter knew Flash was living the dream being around heroes and all, but the idea of the Avengers coming around more often to give him a butt-kicking...well, he wouldn't mind just the rare occurrence.

"Slow down there Venom, it's cool and all fighting with them. But I don't think I could handle getting my butt handed to me on a daily basis." he chuckled. But sobered down just as quickly and looked at Amadeus, "Hey Cho, what do you have about that gas?"

"What are you talking about?" Amadeus questioned, crossing his arms.

"C'mon, I know you've been looking into the gas yourself." Peter accused.

Cho's smile could be felt outside his armor, "You know me too well," he said, but pulled up a holographic image of his observations and virtual dissection of the gas. "I hacked into SHIELD and brought up some of the gas samples they stored. I broke down the elements and components of the gas, and separated a few different molecular chemicals into groups based on density and reaction, just to give me a broad view of what we're dealing with."

"English please," Flash interrupted with a drawn-out yawn.

Peter could tell Cho was rolling his eyes under that mask plate, "Meaning, I'm figuring out what the gas is made of."

"Oh, okay." Flash said, "Why not just say that in the first place?"

Amadeus sighed and turned back to Peter. "I've isolated some of the key chemicals, but there a few here and there that I'm not even sure I've even seen before. I'm going to try breaking it down further to see if there's anything else to worry about, but so far Spidey, I'm not liking what I'm seeing." Peter examined Amadeus's information, his hand on his chin in thought.

He too recognized a few of the chemicals, carbon monoxide and radiation among them, and a heavy weight fell on his shoulders. "Your right, this doesn't look good." he agreed. "Did you show Fury?"

"I will once I conduct a bit more of my own research," Amadeus assured. "Not that I don't trust any of the SHIELD scientists or anything," he quickly added, "it's just - I like seeing things for myself."

"Same." Peter agreed. "Well, good luck on your research Cho. Update me if you find anything new." Amadeus agreed and shut off the hologram. Peter glanced around the room, noticed a concerned looking Iron Fist talking to Powerman, and turned toward them. He was almost there when a sudden wave of nausea hit him and he grunted in surprise, throwing a hand over his stomach. He paused, waiting a second, just as another surge hit him and he groaned, the other arm jerking up to join its opposite around his stomach. A wash of cold rolled over his skin and he hunched over, looking and feeling as though he just took a sucker-punch to the gut. The world around him blurred and voices became muffled noise in the background as if someone stuffed his brain and ears with cotton. But just as soon as the sensation hit him, the nausea receded and he felt fine again.

When Peter resurfaced to the land of the intelligible, he realized Agent Venom and Rhino were by his side, and Iron Spider was in front of him talking rushed and concerned. "Spidey?" Cho was saying, resting a hand on Peter's back, "Spider-Man? Are you okay? Can you hear me?"

Peter stood up slowly, his hand drifting up to rub his head where a low ache was brushing his skull. Through blurry eyes, he could see some of the other classmates running over, after having seen the commotion.

"Y-yeah," Peter answered shakily. "Yeah, I'm - I'm okay."

"What was that about?" Rhino asked.

Peter shrugged helplessly, "I don't know. I just...got a little dizzy, I guess." The heroes around him exchanged concerned looks.

"Maybe we should get you to a doctor," Amadeus hesitantly suggested. Peter scowled, words already lining up to reject the idea. He only got a bit wheezy, it was nothing to get worked up about. It's not like he's never gotten sick before. Before he could bring his argument to life, another knot of sickness twisted in his gut and the words tumbled back down his throat. When they resorted themselves, the message was different.

"Yeah, okay," he nodded, allowing Agent Venom to slip an arm under his shoulder. The rest of the team exchanged a look.

Spider-Man didn't usually agree to get a check-up so easily.

With worry sparking in their chests, Agent Venom and White Tiger volunteered to take Peter to the Sick Bay. Peter gave a half-hearted, whiny complaint, "But I just got back from theerree."

"C'mon Spider," White Tiger said, shaking her head. "It's not like you to get sick like this. Do...do you think that gas has something to do with it?"

"I'm sure it's nothing." Peter objected, but that sounded lame - and highly unlikely - even to him.

"With your luck, I don't think so."

They were almost to the Sick Bay when White Tiger stumbled, clutching her stomach and letting out a weak groan. Peter, despite experiencing yet another wave of sickness, rushed with Agent Venom to her side and helped her back to her feet. When the dizziness passed, White Tiger shakily stood back up.

"Oh man, not you too?!" Agent Venom exclaimed.

"Calm down Flash, I'm sure we're fine." Peter tried to assure, but it was a weak argument and they all knew it.

"Spidey," Tiger growled feebly. "If I got whatever bug you got, I am seriously gonna-" but it trailed off with another feeble moan of discomfort.

"Hey, White Tiger made a good pun." Peter ailingly chuckled. "I think we are coming down with something." She punched him hard in the shoulder and they continued their journey.

Now not only did Peter feel like his stomach was in a meat grinder, but his shoulder was aching too. Man, this day was the worst.

LINE BREAK

Nick Fury entered the Sick Bay and immediately stopped short when the smell of vomit and medicine hit him like a fighter jet. Ignoring the vulgar smell, he did a quick sweep up the room.

Doctors were milling around in a frantic hurry, some holding syringes, other looking at pieces of data on screens, but most of them carried trashcans and vomit bags. A majority of the vomit bags were already full of something that Nick Fury didn't need to see to know what it was.

The cause of the chaos was the mess of ill teenagers sprawled around the Sick Bay. Groans, weak moans, and the occasional coughing fit rose above all the noise before gradually disappear and mixing with the hustle and bustle of the staff. Fury walked among the SHIELD agents and patients until he found a familiar red and blue hero, who was currently rubbing his head with a low, throaty groan of pain.

"Spider-Man," Nick Fury addressed when he stopped in front of the heroes cot.

Peter looked up and quickly brought up a hand to shield his eyes from the harsh lights of the ceiling. "Hey Nick," he said with a low wave, "What brings you here? Did you catch the bug too?" he laughed weakly at his own joke, and added giddily "Spider pun!"

Nick Fury raised an eyebrow at him. If the Director had never met the arachnid hero before, he would have thought Spider-Man to be slightly crazy. But Nick knew him, spoke to him, grounded him - so he could say he already knew the basis of the arachnid-teens' personality.

"No, I don't have this sickness most of you seem to be catching," Nick answered, "But I do need to talk with Dr. Conners." Peter pointed a jerky, but shaky finger to his far left, where said scientist, who was currently looking at a screen intently, was muttering quietly under his breath. Nick Fury turned from the hero and walked to the doctor.

"Connors," Nick called.

The doctor turned to face him, "Aw, yes - Fury Sir." Connors greeted. "How may I help you?"

Nick glanced at the screen Connors was looking at, before looking back up at him. "Please tell me you know what's going on with these kids."

Connors rubbed the back of his neck uncomfortably but gave a small, unconvincing nod. "I know a little about what's happening, but there's still a lot I'm trying to figure out." he said, "The kids appeared to be fine when I first checked on them," Connors grabbed a small touch-screen pad and started walking to Peter's cot, Nick followed after him still listening. "But after Spider-Man and White Tiger came into the Sick Bay, it was like some chain reaction. Most of them started coming in with only slight cases of nausea and dizziness, but things have escalated from there. Now it's like they got some sort of flu or - or virus! They've been vomiting to no end, according to most they're stomachs are aching, and they all have body temperatures flaring up in 103 to 105 degrees," he explained strenuously, pausing by Peter's bed.

Peter had stopped groaning but was still rubbing his head. "Before this, I had taken a sample of Spider-Man's blood, to see if the gas had any effect on him that way," Connors muttered, his eyes fixated on Peter like the hero was some chemical equation he couldn't get quite right.

"And..." Nick Fury coaxed.

"Well, it did," Connors confessed. "Whatever that gas was, it's not only affecting their body but their blood too. And it only seems to be targeting the heroes who have animal blood, even remnants of it. Or in some cases, magical or inhuman agents in their molecular structure. Like Spider-Man here, for example," Connors gestured to said person. "I'm still running tests to see just why, and what, the chemicals are doing to them, but it will take a little more time."

Nick Fury took all the information in, looking at Peter curiously as he did so. "You said they're also getting sick if they have some association with magic in their bodies, right?" Nick asked. "So who would that consist?"

"So far," Connors said. "only White Tiger. Triton is ill too, but I don't think he has magic in him. Honestly, I don't really know much about the Inhumans."

"Has Iron Fist shown any signs of sickness?" Nick Fury wondered.

Connors shook his head, "Um...no actually. He got a little sick, like everyone else, but he was quick to move on from it." The doctor thought deeply to himself. "Hmmm...which is strange. Iron Fist is from Kun'lun, which is in its own magical pocket dimension – right?"

Before Nick could answer, a frail, pained voice whispered, "Doc?"

Dr. Connors attention immediately turned to the boy. His gaze softened and the calculating look melted away into a gentle, concerned smile. "Yeah, Peter?" he asked, sitting on the edge of the cot.

"My sides are hurting." Peter strenuously confessed, his face a clear mask of discomfort, "Like, they're really starting to hurt." His arms were wrapped around his torso in an extremely tight manner, as if he was trying to squeeze the pain right out of his body. Connors hurried to his patient's side and looked over him as best he could.

"Hey, can you let go of them for me?" he asked Peter gently, like easing a child into letting go of an object. "So I can see what I can do."

At first, Nick wasn't sure if Peter heard the doctor's request. But then the teen gradually started loosening his death grip, twitchily as his breathing came out spiked and laborious. Connors softly coaxed him more and gently grabbed one of the heroes' arms to help. But as they got half-way, Peter suddenly gasped in pain and immediately locked his arms over his torso again.

"N-no," he gasped, shaking his head fervently. "It hur-hurts."

"I know," Connors agreed patiently. "But I need to see them to figure out what's wrong." Peter was quiet for a moment before he went to release his sides again. Connors nodded encouragingly as he forced his arms to lay by his side, his breaths were coming out shaky and fast.

Connors looked at Peter to make sure he was okay, before gently touching one of his sides. The doctor was surprised to find the skin there burning hot, feverishly so. Immediately after contact, Peter yelped but clutched the sheets under him to force himself from moving any further off the bed.

"Well...nothing's broken," Connors said, brow creasing as a deep frown settled on the doctors face. "But his skin feels extremely hot. I wager about the same temperature his fever is waning at."

"Any idea to what it could be?" Nick asked.

Connors shrugged, biting his lip in thought, "As I said before, I'll need to run tests," He muttered, folding his arms across his chest.

"I-I guess this means we get to take a-a break off, right?" Peter weakly chuckled at Nick, his arms had once more been pulled to his side where they were now twisted tightly around his torso.

"I suppose you could take it that way," Nick decided to humor him.

"That-that's just my luck," he chuckled again. "The day we get to have a brea-break, and I get sick."

"You all just focus on getting better," Nick firmly ordered him. "And expect a dozen training exercises waiting for you and your team when this sickness is gone."

Peter laughed this time, but it choked in his throat and made him clutch his sides even tighter. "Ye-yes Sir," he managed to get out, along with a half-hearted salute. Nick nodded and turned to go check up on the other sick heroes.

Whatever was causing this sickness gave Nick a bad feeling. It was only targeting those with animal abnormalities, which was odd in its own right because according to Connors, the sickness easily passed from Iron Fist – who Nick was told got his powers from a dragon. So, logically speaking, wasn't it supposed to infect him? It was odd, this predicament – it left a bad taste in his mouth.

For now, Nick hoped to just stay true to his promise and find a cure for these kids before anything bad happened.

And something bad was on its way, that much was clear.