Previously on Animal Instincts: Infected Humanity: The villains walked forward, causing the teens to go back until they were all in the room again. Nick Fury, who 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."

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"What are the prisoners doing out of their cells?" Nick Fury hissed into his comm, eyes (and gun) never leaving the amused look of the villains in front of him. All he heard as static buzzing back at him. "Do you read me? I repeat: What are the prisoners doing out of their cells?"

Octavius raised the walkie talkie he stole from his prison guard, "Sorry Fury, I'm afraid no one can hear you." He said into it, the words replaying into Nick's ear communicator. Nick scowled, his gaze unwavering and not amused. "How did you get out of your cell?" he demanded.

Octavius tossed the walkie talkie to the side carelessly, and clanked toward the grouped heroes. "Don't come any closer Doctor Octopus." Captain America ordered, using his commander voice that left most doing what he said. Octavius, on the other hand, regarded him with amused surprise.

"Why, if it isn't Captain America." He sighed mockingly. "I didn't think you knew about small-time 'villains' like us." Cap stared stoically back at the deranged doctor. "I read your file. You're a lunatic who needs to be put behind bars."

Ock chuckled at Cap, "Technically," he smirked. "My S.H.I.E.L.D cell is composed of an artificial energy component that is designed to keep me within the cells premises, thus it doesn't really have 'bars'." Captain America stared blankly at Ock, probably not used to being rebuked like that.

Hawkeye had one of his arrows trained on Kraven, but he rolled his eyes. "Jeez, when did the bad guys get so snarky. I mean, its nice sometimes to have a proper partner to banter with. But once you start breaking out all the science stuff, it really just dials down the fun."

"Dials down the fun, or your simple mind just can't understand common elementary phrases." Octavius retorted. "Hey!" Hawkeye shouted in disapproval, once he figured he was being insulted, and trailed his arrow on Ock. "That is just rude." Amadeus glared at Hawkeye and Octavius through his visor, "Enough! What you want Ock?!"

Octavius looked at Nick Fury, "Why, all we want to do is offer you our services." Behind him the groups of convicts all chuckled and shoulder their weapons, offering the heroes a (reassuring) smirk. The heroes all froze for a moment, either observing the felons for tricks or staring at them in shock. "Say what?" Agent Venom demanded.

"Oh no, no, no." Nova exclaimed above them, his glow bright but menacing. "There is no way!"

Octavius ignored them both and continued, "I know of Spider-Man and his fellow animal based friends 'predicament', might I say that it is intriguing. I'm offering my skills on genetics to help you figure out what caused this."

"Yeah right," Powerman spoke up within the group. "And I'm the Hulk." Nearby the Hulk sniffed and glared at him. "Uh, no offense." The invulnerable teen added quickly. Hulk merely grunted back.

Dagger stood next to t Powerman, "I agree," she stated, two light daggers forming in her hands. "Since when do you want to help Spider-Man?" Octavius looked at them with bored expressions, like their petty existence was of no importance to him. "Its is not a matter of helping, but more of a matter of science." was all he told them.

"I'm gonna have to agree with the rug-rats on this one," Tony said, earning a glare from ever teen in the room. "This situation seems unlikely. What do you really want Doctor Octopus; that is a horrible name by the way." Octavius shrugged at the billionaire, "Well I certainly didn't choose it. If I recall correctly it was that insipid arachnid that started it all; frankly I'm surprised it's even in my file."

Tony couldn't help but nod in slight agreement.

Nick Fury shushed Tony's endorsement with a single look, before addressing Ock again. "I have my best scientists working on this case, why do you think I need you."

"We shouldn't even be discussing this. Ock cannot be-" Amadeus started. But Octavius abruptly interrupted, "I've majored in the field of genetics. If you can recall Fury, I even turned one of your scientists into a Lizard using a genetically consummated serum of a reptile's gene. Just from looking at your infected lapdogs, I can tell this is just another form of genetics. I'm a valuable asset needed if you want to cure them." He stated factually.

Nick Fury didn't say anything, his face didn't betray whether he agreed or disagreed with the scientist, so Octavius continued. "Besides, all of us are of value if you want to save them. If the infected keep mutating as they do, and they most likely will, then its only a matter of time for one to step out of line or escape. Kraven can track them down and incapacitate them if ever the situation comes to that." By him Kraven smirked and played with one of his knifes.

"Scorpion and Beetle can both be of assistance to Kraven as well; Scorpion with his abilities and Beetle with his skill of tracking his targets down." Scorpion smiled wider, his tail flicking pointedly. Beetle has his arms crossed and looked like he could care less about being there.

"If you need to fight your way into, or out of, the Academy, Taskmaster, Sandman, and Shocker can handle that. And as for Electro," at the mention of his name, the super powered man puffed out his chest. "Can fuel your machines with free, clean energy. Not to mention he can travel through the circuits in the Academy if you need someone to go inside the Academy. All of can be of value to you."

Cloak scoffed, "Like we're going to team up with you." He looked straight at Taskmaster, "Don't trust anyone, right?" Taskmaster made a noise of amusement; he had his hands clasped behind his back but also near one of his gun – in case he needed.

Nick Fury was still quiet, thinking over what Ock said. The Avengers were, oddly, silent as well; some occasionally glancing at Nick to see his reaction. Finally, FINALLY, after several minutes of tearing silence, Nick Fury dropped his gun down a centimeter. "And what's in it for you and your gang of misfits?" Nick asked. "Certainly you're not aiding us out of the kindness of your hearts."

Octavius nodded, "True." He said. "All we ask in return is a pass on the crimes we committed."

"No." was Nick Fury's immediate reply. Nearby Hawkeye snorted, as if the very idea was cause for laughter. "Pass on their crimes?" he snickered. "What do they think this is? We don't look away from murder."

"I've never murdered anyone." Octavius remarked.

"Yeah but I'm sure your pals Taskmaster, Kraven, and Beetle can't say the same." Hawkeye bobbed his arrow in the three named villains direction. They didn't deny his statement, but didn't look as if they cared too much about it either. "This is a once in a lifetime offer Fury," Octavius said, "I advise you to think hard about it."

Kazar took a step forward, "You heard the Director," he snarled. "We don't accept your help." Nick Fury raised a calming hand toward Kazar, a signal to step down. Kazar stopped growling at Taskmaster, and reluctantly backed away, glaring at all the convicts as he did. "Now," Nick started. "I won't give you a pass on your crimes, because I'm not obligated – nor do I want to – do that. But, you do have a valuable point Octavius. Perhaps we can settle an agreement."

"What!" Amadeus shrieked. "We're actually going to listen to what they have to say."

"Dude, this cannot be happening!" Power-Man cried.

"Not cool." Agent Venom added.

"I can't believe this!" Dagger shouted.

"QUIET!" Nick snapped. "This isn't my most favored option either, but desperate times call for desperate measures. Octavius does have the mind to help solve whatever the hell is screwing with my heroes; while I don't like this decision, it must be done." Then Nick turned back to Ock. "Okay Octavius, you have 5 minutes to come up with an alternative agreement or the deal is off for good." Nick glanced at his wrist communicator. "Your time starts now."

Behind Ock Taskmaster stepped forward and whispered something at the scientists. Octavius turned to him abruptly and whispered something back, before smiling and motioning himself in front of the heroes once again. "Very well, how about time off our punishment. We each get 25 years off our sentence in your prison." It seemed fair, seeing how almost all of the villains had life sentences. So that would make it 55 years locked up in a cell.

"20 years." Nick bargained.

"Done." Octavius smirked. "As of now, we are all under a truce." Slowly the Avengers put down their weapons, they were still tense, but the villains made no move to attack. The teens, however, were looking at them in disbelief, still bared in a defensive position and ready to attack. "I'm not working with them." Amadeus says.

"While both groups benefit each other, I can't help but feel as though we will regret this." Iron Fist, suprinsgly, spoke up. "I agree with Amadeus, this does not fit right with him."

"Agreed." Nova exclaimed.

Nick regarded them with an intense eye, "Well then, it's a good thing you have no say in the matter. All of you report to your dorms, Coulson will assign you some exercises within the hour." The teens gaped at him in shock. So that was it? They got no choice?

Nova grit his teeth in annoyance, "Ugh, I can't believe you all!"

"Hey, once you get in the Big Leagues, then you've got to make big boy decisions like this." Ironman said sharply, turning to Nova with a twist. "You've just got to deal with it." Nova glared at Tony, his blue aura intensifying. "Well you've never fought these guys; you're too busy chasing Ultron or Red Skull around." Nova snapped back.

Tony's fists clenched tightly by his side, "You little-"

"Pipe down, both of you." Black Widow scolded darkly. The two heroes glared at each other once more before obediently turning away. Neither wanted to face the wrath of Natasha. Nick Fury faced the teens, "Sorry if you're not on board with our operation, but I'm afraid this is our best option. All of you head to your dorms, you'll receive further instructions from Coulson."

A flurry of disagreement rose up from the teens, but it was quickly shushed by a stern look from Nick Fury. Then, like little kids being sent to their room, they exited the room grumbling harshly under their breath with clenched fists. Once they left Nick addressed the villains, "Now, if this truce is going to work out, we're going to need to go over some ground rules."